EXHIBIT 4.1

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              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
                                    Depositor

                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                              Master Servicer No. 1

                    KEYCORP REAL ESTATE CAPITAL MARKETS, INC.
                              Master Servicer No. 2

                                    NCB, FSB,
                              Master Servicer No. 3

                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                             Special Servicer No. 1

                       NATIONAL CONSUMER COOPERATIVE BANK,
                             Special Servicer No. 2

                             WELLS FARGO BANK, N.A.,
                                     Trustee

                         POOLING AND SERVICING AGREEMENT


                            Dated as of March 1, 2006


                                 $3,003,562,222
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2006-C1




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<PAGE>

                                TABLE OF CONTENTS

                                                                           Page

                                    ARTICLE I

                                   DEFINITIONS

Section 1.01  Defined Terms.................................................
Section 1.02  Certain Calculations..........................................
Section 1.03  General Interpretive Principles...............................
Section 1.04  Certain Matters with Respect to the Saint Louis Galleria
                Total Loan..................................................
Section 1.05  Certain Considerations Regarding Reimbursements of
               Nonrecoverable Advances and Workout-Delayed Reimbursement
               Amounts......................................................


                                   ARTICLE II

                CONVEYANCE OF LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01  Conveyance of Loans...........................................
Section 2.02  Acceptance by Trustee.........................................
Section 2.03  Representations, Warranties and Covenants of the Depositor;
                Repurchase and Substitution of Loans by the Responsible
                Parties for Defects in Mortgage Files, Breaches of
                Representations and Warranties and Other Matters............
Section 2.04  Issuance of Carlton Court Apartments Loan REMIC Regular
                Interest and Uncertificated Lower-Tier Interests;
                Execution of Certificates...................................


                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01  General Servicing Matters.....................................
Section 3.02  Collection of Loan Payments...................................
Section 3.03  Collection of Taxes, Assessments and Similar Items;
                Servicing Accounts..........................................
Section 3.04  The Collection Accounts, Distribution Account and Excess
                Interest Distribution Account...............................
Section 3.05  Permitted Withdrawals from the Collection Accounts and the
                Distribution Account........................................
Section 3.06  Investment of Funds in the Collection Accounts, Junior Loan
                Custodial Accounts, Servicing Accounts, Cash Collateral
                Accounts, Lock-Box Accounts, REO Accounts, Distribution
                Account, Interest Reserve Account and Excess Liquidation
                Proceeds Account............................................
Section 3.07  Maintenance of Insurance Policies; Errors and Omissions and
                Fidelity Coverage...........................................
Section 3.08  Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses;
                Assumption Agreements; Defeasance Provisions;
                Other Provisions............................................
Section 3.09  Realization Upon Defaulted Loans..............................
Section 3.10  Trustee to Cooperate; Release of Mortgage Files...............
Section 3.11  Servicing Compensation........................................
Section 3.12  Reports to the Trustee; Collection Account Statements.........
Section 3.13  [Reserved]....................................................
Section 3.14  [Reserved]....................................................
Section 3.15  Access to Certain Information.................................
Section 3.16  Title to REO Property; REO Account............................
Section 3.17  Management of REO Property....................................
Section 3.18  Sale of Defaulted Loans and REO Properties....................
Section 3.19  Additional Obligations of the applicable Master Servicer
                and Special Servicer; Inspections; Appraisals...............
Section 3.20  Modifications, Waivers, Amendments and Consents...............
Section 3.21  Transfer of Servicing Between Master Servicer and
                Special Servicer; Record Keeping; Asset Status Report.......
Section 3.22  Sub-Servicing Agreements......................................
Section 3.23  Representations, Warranties and Covenants of the
                Master Servicers............................................
Section 3.24  Representations, Warranties and Covenants of the Special
                Servicers...................................................
Section 3.25  Limitation on Liability of the Directing Certificateholder....
Section 3.26  [Reserved]....................................................
Section 3.27  Lock-Box Accounts and Servicing Accounts......................
Section 3.28  Interest Reserve Account......................................
Section 3.29  Limitations on and Authorizations of the Master Servicers
                and Special Servicers with Respect to Certain Loans.........
Section 3.30  REMIC and Grantor Trust Administration........................
Section 3.31  Master Servicer and Special Servicer May Own Certificates.....
Section 3.32  Certain Matters with Respect to the Saint Louis Galleria
                Total Loan..................................................
Section 3.33  Servicing of the Carlton Court Apartments Non-Pooled Portion..


                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01  Distributions.................................................
Section 4.02  Statements to Certificateholders; Reports by Trustee; Other
                Information Available to the Holders and Others.............
Section 4.03  P&I Advances..................................................
Section 4.04  Allocation of Collateral Support Deficit......................
Section 4.05  Allocations of Uncovered Prepayment Interest Shortfall
                Amounts.....................................................
Section 4.06  Reserved......................................................
Section 4.07  Grantor Trust Reporting.......................................


                                    ARTICLE V

                                THE CERTIFICATES

Section 5.01  The Certificates..............................................
Section 5.02  Registration of Transfer and Exchange of Certificates.........
Section 5.03  Book-Entry Certificates.......................................
Section 5.04  Mutilated, Destroyed, Lost or Stolen Certificates.............
Section 5.05  Persons Deemed Owners.........................................
Section 5.06  Certification by Certificateholders and Certificate Owners....


                                   ARTICLE VI

            THE DEPOSITOR, THE MASTER SERVICERS AND THE SPECIAL SERVICERS

Section 6.01  Liability of the Depositor, the Master Servicers and the
                Special Servicers...........................................
Section 6.02  Merger, Consolidation or Conversion of the Depositor,
                the Master Servicers or the Special Servicers...............
Section 6.03  Limitation on Liability of the Trustee, the Depositor, the
                Master Servicers, the Special Servicers and Others..........
Section 6.04  Master Servicers and Special Servicers Not to Resign..........
Section 6.05  Rights of the Depositor in Respect of the Master Servicers
                and the Special Servicers...................................


                                   ARTICLE VII

                                     DEFAULT

Section 7.01  Events of Default; Master Servicer and Special Servicer
                Termination.................................................
Section 7.02  Trustee to Act; Appointment of Successor......................
Section 7.03  Notification to Certificateholders............................
Section 7.04  Waiver of Events of Default...................................
Section 7.05  Trustee Advances..............................................


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

Section 8.01  Duties of Trustee.............................................
Section 8.02  Certain Matters Affecting the Trustee.........................
Section 8.03  Trustee Not Liable for Validity or Sufficiency of
                Certificates or Loans.......................................
Section 8.04  Trustee May Own Certificates..................................
Section 8.05  Fees and Expenses of Trustee; Reimbursements and Other
                Payments to Trustee.........................................
Section 8.06  Eligibility Requirements for Trustee..........................
Section 8.07  Resignation and Removal of the Trustee........................
Section 8.08  Successor Trustee.............................................
Section 8.09  Merger or Consolidation of Trustee............................
Section 8.10  Appointment of Co-Trustee or Separate Trustee.................
Section 8.11  Appointment of Custodians.....................................
Section 8.12  Access to Certain Information.................................
Section 8.13  Representations, Warranties and Covenants of the Trustee......


                                   ARTICLE IX

                                   TERMINATION

Section 9.01  Termination Upon Repurchase or Liquidation of All Loans.......
Section 9.02  Additional Termination Requirements...........................


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

Section 10.01 Amendment.....................................................
Section 10.02 Recordation of Agreement; Counterparts........................
Section 10.03 Limitation on Rights of Certificateholders....................
Section 10.04 Governing Law.................................................
Section 10.05 Notices.......................................................
Section 10.06 Severability of Provisions....................................
Section 10.07 Grant of a Security Interest..................................
Section 10.08 Successors and Assigns; Beneficiaries.........................
Section 10.09 Article and Section Headings..................................
Section 10.10 Notices to Rating Agencies....................................


                                   ARTICLE XI

                 EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

Section 11.01 Intent of the Parties; Reasonableness.........................
Section 11.02 Reserved......................................................
Section 11.03 Information to be Provided by each Master Servicer,
                the Special Servicers, the Trustee and each Servicing
                Function Participant........................................
Section 11.04 Reserved......................................................
Section 11.05 Filing Obligations............................................
Section 11.06 Form 10-D Filings.............................................
Section 11.07 Form 10-K Filings.............................................
Section 11.08 Sarbanes-Oxley Certification..................................
Section 11.09 Form 8-K Filings..............................................
Section 11.10 Form 15 Filing; Incomplete Exchange Act Filings; Amendments
                to Exchange Act Reports.....................................
Section 11.11 Annual Compliance Statements..................................
Section 11.12 Annual Reports on Assessment of Compliance with Servicing
                Criteria....................................................
Section 11.13 Annual Independent Public Accountants' Attestation............
Section 11.14 Exchange Act Reporting Indemnification........................
Section 11.15 Amendments....................................................
Section 11.16 Exchange Act Report Signatures; Delivery of Notices;
               Interpretation of Grace Periods..............................
Section 11.17 Termination of the Trustee....................................


EXHIBITS

A-1      Form of Class A-1, Class A-1-A, Class A-2, Class A-3, Class A-AB,
         Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E
         and Class F Certificates
A-2      Form of Class A-X and Class A-Y Certificates
A-3      Form of Class G, Class H, Class J, Class K, Class L, Class M,
         Class N, Class O, Class P, Class Q and Class S Certificates
A-4      Form of Class V Certificates
A-5      Form of Class R Certificates
A-6      Form of Class CCA Certificates
B        Mortgage Loan Schedule
C-1      List of Additional Collateral Loans
C-2      List of Mezzanine Loans
D        Form of [Master] [Special] Servicer Request for Release
E        Form of Statement to Certificateholders
F-1A     Form I of Transferor Certificate for Transfers of Non-Registered
         Certificates
F-1B     Form II of Transferor Certificate for Transfers of Non-Registered
         Certificates
F-1C     Form I of Transferor Certificate for Transfers of Interests in
         Global Certificates for Classes of Non-Registered Certificates
F-1D     Form II of Transferor Certificate for Transfers of Interests in
         Global Certificates for Classes of Non-Registered Certificates
F-2A     Form I of Transferee Certificate for Transfers of Non-Registered
         Certificates Held in Physical Form
F-2B     Form II of Transferee Certificate for Transfers of Non-Registered
         Certificates Held in Physical Form
F-2C     Form I of Transferee Certificate for Transfers of Interests in
         Non-Registered Certificates Held in Book-Entry Form
F-2D     Form II of Transferee Certificate for Transfers of Interests in
         Non-Registered Certificates Held in Book-Entry Form
G-1      Form of Transferee Certificate in Connection with ERISA
         (Non-Registered Certificates and Non-Investment Grade Certificates
         Held in Fully Registered, Certificated Form)
G-2      Form of Transferee Certificate in Connection with ERISA
         (Non-Registered Certificates Held in Book-Entry Form)
H-1      Form of Residual Transfer Affidavit for Transfers of Class R
         Certificates
H-2      Form of Transferor Certificate for Transfers of Class R
         Certificates
I        Form of Acknowledgement of Proposed Special Servicer
J        Form of Lost Note Affidavit
K        List of Sub-Servicers
L        Form of Sarbanes-Oxley Certification
M        List of Broker Strip Loans
N        Reserved
O        Form of Custodial Certification
P        Form of Notice Regarding Defeasance of Mortgage Loan
Q        Form of Subordination Agreement of Co-op Loans
R        Reserved
S-1      Form of Information Request from Certificateholder or Certificate
         Owner
S-2      Form of Information Request from Prospective Investor
T        Class A-AB Targeted Principal Balance Table
U        Relevant Servicing Criteria
V        Additional Form 10-D Disclosure
W        Additional Form 10-K Disclosure
X        Form 8-K Disclosure
Y        Additional Notification Disclosure


<PAGE>


      This Pooling and Servicing Agreement (this "Agreement"), is dated as of
March 1, 2006, among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., as
Depositor, GMAC COMMERCIAL MORTGAGE CORPORATION, as Master Servicer No. 1,
KEYCORP REAL ESTATE CAPITAL MARKETS, INC, as Master Servicer No. 3, NCB, FSB, as
Master Servicer No. 3, GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer
No. 1, NATIONAL CONSUMER COOPERATIVE BANK, as Special Servicer No. 2, and WELLS
FARGO BANK, N.A., as Trustee.

                             PRELIMINARY STATEMENT:

      The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the "Certificates"), to be issued under this
Agreement in multiple classes (each, a "Class"), which in the aggregate will
evidence the entire beneficial ownership interest in the trust fund (the "Trust
Fund") to be created hereunder, the primary assets of which will be a pool of
multifamily and commercial mortgage loans listed on Exhibit B hereto. As
provided herein, the Trustee shall elect or shall cause an election to be made
that each of the Upper-Tier REMIC, the Lower-Tier REMIC and the Carlton Court
Apartments REMIC (each as defined herein) be treated for federal income tax
purposes as a "real estate mortgage investment conduit" (a "REMIC"). The Excess
Interest, the Excess Interest Distribution Account and the Broker Strip Interest
(each as defined herein) shall not be assets of any REMIC but shall be treated
as assets of a grantor trust under subpart E, Part I of subchapter J of the Code
(the "Grantor Trust"). The Class V Certificates will represent undivided
beneficial interests in the portion of the Grantor Trust consisting of the
Excess Interest and the Excess Interest Distribution Account and each Broker
Strip Payee shall be treated as owning an undivided beneficial interest in the
portion of the Grantor Trust consisting of the related Broker Strip Interest.
Additionally, the Trust shall not include any Junior Loan, any interest of any
Junior Loan Holder or any Junior Loan Custodial Account.

                                UPPER-TIER REMIC

      As provided herein, the Trustee shall elect or cause an election to be
made to treat the segregated pool of assets consisting of the Uncertificated
Lower-Tier Interests and the proceeds thereof as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as the
"Upper-Tier REMIC". The Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4,
Class A-1-A, Class A-X, Class A-Y, Class A-M, Class A-J, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class O, Class P, Class Q, Class S and Class CCA Certificates will evidence
"regular interests" in the Upper-Tier REMIC created hereunder. The sole class of
"residual interests" in the Upper-Tier REMIC, as well as the sole class of
"residual interests" in the Lower-Tier REMIC, will be evidenced by the Class R
Certificates.

      The following table sets forth the designation, the initial Pass-Through
Rate (as defined herein), and the aggregate initial principal amount (the
"Original Class Principal Balance") or notional balance ("Original Class
Notional Amount"), as applicable, for each Class of Certificates comprising the
"regular interests" in the Upper-Tier REMIC:

                                                Original Class
                                            Principal Balance (or,
                                              in the case of the
                             Initial        Class A-X or Class A-Y
                          Pass-Through      Certificates, Original
  Class Designation          Rate(1)        Class Notional Amount)
  -----------------          -------        ----------------------

Class A-1                    4.3670%            $  101,000,000
Class A-2                    5.5120%(2)         $  235,000,000
Class A-3                    5.7110%(3)         $  336,916,000
Class A-AB                   5.6810%(4)         $  155,000,000
Class A-4                    5.6090%(5)         $  698,000,000
Class A-1-A                  5.6110%(6)         $  576,577,000
Class A-X                    0.1380%(7)         $3,003,562,222(8)
Class A-Y                    0.1032%(9)         $  125,306,365(8)
Class A-M                    5.7375%(10)        $  300,356,000
Class A-J                    5.7375%(11)        $  236,531,000
Class B                      5.7375%(11)        $   18,772,000
Class C                      5.7375%(11)        $   37,545,000
Class D                      5.7375%(11)        $   33,790,000
Class E                      5.7375%(11)        $   22,526,000
Class F                      5.7375%(11)        $   33,790,000
Class G                      5.7375%(11)        $   30,036,000
Class H                      5.7375%(11)        $   33,790,000
Class J                      5.7375%(11)        $   30,036,000
Class K                      5.7375%(11)        $   37,544,000
Class L                      5.2400%(12)        $   15,018,000
Class M                      5.2400%(12)        $   11,263,000
Class N                      5.2400%(12)        $   11,264,000
Class O                      5.2400%(12)        $    3,754,000
Class P                      5.2400%(12)        $    3,755,000
Class Q                      5.2400%(12)        $    7,509,000
Class S                      5.2400%(12)        $   33,790,222
Class CCA                    5.6825%(13)        $    1,870,000

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

(1)  Expressed as a rate per annum. Approximate in the case of the Class A-X
     Certificates.

(2)  Variable Pass-Through Rate. See definition of "Class A-2 Pass-Through Rate"
     herein.

(3)  Variable Pass-Through Rate. See definition of "Class A-3 Pass-Through Rate"
     herein.

(4)  Variable Pass-Through Rate. See definition of "Class A-AB Pass-Through
     Rate" herein.

(5)  Variable Pass-Through Rate. See definition of "Class A-4 Pass-Through Rate"
     herein.

(6)  Variable Pass-Through Rate. See definition of "Class A-1-A Pass-Through
     Rate" herein.

(7)  Variable Pass-Through Rate. See definition of "Class A-X Pass-Through Rate"
     herein.

(8)  Original Class Notional Amount. The Class A-X and Class A-Y Certificates
     will not have principal amounts and will not entitle Holders to
     distributions of principal.

(9)  Variable Pass-Through Rate. See definition of "Class A-Y Pass-Through Rate"
     herein.

(10) Variable Pass-Through Rate. See definition of "Class A-M Pass-Through Rate"
     herein.

(11) Variable Pass-Through Rate. See definition of "Class A-J Pass-Through Rate"
     herein

(12) Variable Pass-Through Rate. See definition of "Class L Pass-Through Rate"
     herein.

(13) Adjusted fixed pass-through rate. The Class CCA Certificates will have a
     pass-through rate equal to 5.499190% per annum, provided, that in any month
     that has more or less than 30 days, such pass-through rate will be adjusted
     to an annual rate that would produce an equivalent amount of interest on
     the basis of an assumed year consisting of 12 30-day months.

The Class R Certificates will not have a principal amount or notional balance
and will not bear interest.

                                LOWER-TIER REMIC

      As provided herein, the Trustee shall elect or cause an election to be
made to treat the segregated pool of assets consisting of the Loans (exclusive
of the Broker Strip Interest and Excess Interest thereon and other than the
Carlton Court Apartments Loan) and the Loan REMIC Regular Interests and certain
other related assets subject to this Agreement as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as the
"Lower-Tier REMIC". The Class LA-1, Class LA-2, Class LA-3, Class LA-AB, Class
LA-4, Class LA-1-A, Class LA-M, Class LA-J, Class LA-Y, Class LB, Class LC,
Class LD, Class LE, Class LF, Class LG, Class LH, Class LJ, Class LK, Class LL,
Class LM, Class LN, Class LO, Class LP, Class LQ, Class LS and Class LCCA
Lower-Tier Interests will constitute "regular interests" in the Lower-Tier REMIC
(the "Uncertificated Lower-Tier Interests") created hereunder. The sole class of
"residual interests" in the Lower-Tier REMIC, as well as the sole class of
"residual interests" in the Upper-Tier REMIC will be evidenced by the Class R
Certificates.

      The following table sets forth, for each Class of Sequential Pay
Certificates and the Class A-Y Certificates (the "Corresponding Certificates"),
the corresponding Uncertificated Lower-Tier REMIC Interest or Interests (the
"Corresponding Uncertificated Lower-Tier Interests"), the corresponding
Component or Components of the Class A-X Certificates (the "Corresponding
Components") and the Original Lower-Tier REMIC Principal Amount or Original
Lower-Tier Notional Balance for each Class of Uncertificated Lower-Tier
Interests.

                                           Original Lower
                                             Tier REMIC
                        Corresponding     Principal Amount      Corresponding
                       Uncertificated        or Original        Components of
   Corresponding         Lower-Tier          Lower-Tier           Class A-X
    Certificates       Interests(1)(2)    Notional Balance     Certificates(1)
    ------------       ---------------    ----------------     ---------------

     Class A-1              LA-1          $  101,000,000             A-1
     Class A-2              LA-2          $  235,000,000             A-2
     Class A-3              LA-3          $  336,916,000             A-3
     Class A-AB             LA-AB         $  155,000,000            A-AB
     Class A-4              LA-4          $  698,000,000             A-4
    Class A-1-A            LA-1-A         $  576,577,000            A-1-A
     Class A-M              LA-M          $  300,356,000             A-M
     Class A-J              LA-J          $  236,531,000             A-J
      Class B                LB           $   18,772,000              B
      Class C                LC           $   37,545,000              C
      Class D                LD           $   33,790,000              D
      Class E                LE           $   22,526,000             E-
      Class F                LF           $   33,790,000              F
      Class G                LG           $   30,036,000              G
      Class H                LH           $   33,790,000              H
      Class J                LJ           $   30,036,000              J
      Class K                LK           $   37,544,000              K
      Class L                LL           $   15,018,000              L
      Class M                LM           $   11,263,000              M
      Class N                LN           $   11,264,000              N
      Class O                LO           $    3,754,000              O
      Class P                LP           $    3,755,000              P
      Class Q                LQ           $    7,509,000              Q
      Class S                LS           $   33,790,222              S
     Class CCA              LCCA          $    1,870,000             N/A
     Class A-Y              LA-Y          $  125,306,365             N/A

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

(1)   The Uncertificated Lower-Tier Interests and the Components of the Class
      A-X Certificates that correspond to any particular Class of Sequential Pay
      Certificates (the "Corresponding Class of Sequential Pay Certificates")
      also correspond to each other and, accordingly, constitute the
      "Corresponding Uncertificated Lower-Tier Interests" and the "Corresponding
      Components," respectively, with respect to each other.

(2)   The interest rate of each of the indicated Classes of Uncertificated
      Lower-Tier Interests other than the Class LA-Y and Class LCCA Lower-Tier
      Interests is the Weighted Average Net Mortgage Rate; with respect to the
      Class LA-Y Lower-Tier Interest is the Class A-Y Pass-Through Rate; and
      with respect to the Class LCCA Uncertificated Interest is the Class CCA
      Pass-Through Rate.

      The Class R Certificates will not have principal amounts or notional
balances and will not bear interest.

                       CARLTON COURT APARTMENTS LOAN REMIC

      The Trustee shall elect or shall cause an election to be made to treat the
Carlton Court Apartments Loan as a single-loan REMIC (the "Carlton Court
Apartments Loan REMIC"). The Loan REMIC Regular Interests will evidence the
"regular interests" in the Carlton Court Apartments Loan REMIC and will be held
as assets of the Lower-Tier REMIC. The sole class of Carlton Court Apartments
Loan REMIC Residual Interest in the Carlton Court Apartments Loan REMIC will be
evidenced by the Class R Certificates.

      The following table sets forth the principal amounts and per annum rates
of interest for the Carlton Court Apartments Loan REMIC Regular Interests and
the Class R Certificates:

                                             Original Loan
                  Class    Interest Rate     REMIC Balance
                  -----    -------------     -------------
                    A        5.499190%(1)    $19,530,000(1)
                    B        5.499190%(2)    $ 1,870,000(2)
                    R(3)      None(4)            None(4)

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

(1)   The Carlton Court Apartments Loan REMIC Regular Interest A shall have an
      interest rate and principal amount equal to the Net Mortgage Pass-Through
      Rate and Principal Amount of the Carlton Court Apartments Pooled Portion.

(2)   The Carlton Court Apartments Loan REMIC Regular Interest B shall have an
      interest rate and principal amount equal to the Net Mortgage Pass-Through
      Rate and Principal Amount of the Carlton Court Apartments Non-Pooled
      Portion.

(3)   In respect of the sole class of residual interests in the Carlton Court
      Apartments Loan REMIC.

(4)   The Class R Certificates will not have a Class Principal Balance or Class
      Notional Amount, will not bear interest and will not be entitled to
      distributions of Prepayment Premiums or Yield Maintenance Charges. Any
      Available Class CCA Distribution Amounts remaining in the Carlton Court
      Apartments Loan REMIC Distribution Account after distributing the amounts
      distributable in respect of the Carlton Court Apartments Loan REMIC
      Regular Interests on each Distribution Date shall be distributed to the
      Holders of the Class R Certificates as owners of the residual interest in
      the Carlton Court Apartments Loan REMIC.

      The parties intend that (i) the portion of the Trust Fund representing the
Excess Interest and the Excess Interest Distribution Account shall be treated as
a portion of a grantor trust under subpart E of Part 1 of subchapter J of
Chapter 1 of Subtitle A of the Code and the Class V Certificates shall represent
undivided beneficial interests in such portion of the Grantor Trust, and (ii)
the portion of the Trust Fund representing the Broker Strip Interest and any
amounts on deposit in the Collection Account representing the Broker Strip
Interest shall be treated as a portion of a grantor trust under subpart E of
Part I of subchapter J of Chapter 1 of Subtitle A of the Code and the each
Broker Strip Payee shall own an undivided beneficial interest in the related
portion of the Grantor Trust.

      As of the close of business on the Cut-off Date (as defined herein), the
Loans had an aggregate principal balance, after application of all payments of
principal due on or before such date, whether or not received, equal to
$3,003,562,222.

      In consideration of the mutual agreements herein contained, the Depositor,
the Master Servicers, the Special Servicers and the Trustee agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

      Section 1.01. Defined Terms. Whenever used in this Agreement the following
words and phrases, unless the context otherwise requires, shall have the
meanings specified in this Article.

      "30/360 Basis": The accrual of interest based on a 360-day year consisting
of twelve 30-day months.

      "30/360 Mortgage Loan": A Mortgage Loan that accrues interest on a 30/360
Basis or the Fed Ex Central Distribution Center Loan during the related Fixed
Interest Period.

      "A Loan": Each CBA A Loan, each of which are senior in right of payment to
the related Junior Loan(s), if any.

      "A Note": With respect to any A Loan, the Mortgage Note included in the
Trust Fund, which is senior in right of payment to the related Junior Loan, if
any, to the extent set forth in the related Intercreditor Agreement.

      "Accrued Certificate Interest Amount": With respect to each Distribution
Date and each Class of Regular Certificates as well as the Class CCA
Certificates, an amount equal to interest for the related Interest Accrual
Period at the Pass-Through Rate applicable to such Class of Certificates for
such Distribution Date, accrued on the related Class Principal Balance of such
Class (or, in the case of a Class of Interest-Only Certificates, on the Class
Notional Amount thereof) immediately prior to such Distribution Date. The
Accrued Certificate Interest Amount for each such Class shall be calculated on a
30/360 Basis.

      "Accrued Component Interest Amount": With respect to each Component of the
Class A-X Certificates for any Distribution Date, an amount equal to interest
for the related Interest Accrual Period at the Class A-X Strip Rate, with
respect to such Component for such Distribution Date, accrued on the Component
Notional Amount of such Component outstanding immediately prior to such
Distribution Date. The Accrued Component Interest Amount for each Component
shall be calculated on a 30/360 Basis.

      "Actual/360 Basis": The accrual of interest based on the actual number of
days elapsed during each one-month accrual period in a year assumed to consist
of 360 days.

      "Actual/360 Mortgage Loan": A Mortgage Loan that accrues interest on an
Actual/360 Basis or the Fed Ex Central Distribution Center Loan after the
expiration of the related Fixed Interest Period.

      "Additional Collateral": With respect to the Additional Collateral Loan,
the cash reserve or irrevocable letter of credit partially securing such
Additional Collateral Loan.

      "Additional Collateral Loan": Any of the Loans identified on Exhibit C-1
hereto.

      "Additional Disclosure Notification:" The form of notification to be
included with any Additional Form 10-D Disclosure, Additional Form 10-K
Disclosure or Form 8-K Disclosure Information which is attached hereto as
Exhibit Y.

      "Additional Form 10-D Disclosure:" As defined in Section 11.06.

      "Additional Form 10-K Disclosure:" As defined in Section 11.07.

      "Additional Review Period": As defined in Section 3.21(e).

      "Additional Servicer": Individually or collectively, (x) each Affiliate of
any party as described by Section 1108(a)(2)(ii) of Regulation AB that Services
any of the Loans and (y) each Person who is not an Affiliate of any party as
described by Section 1108(a)(2)(iii) of Regulation AB, other than the Trustee,
who Services 10% or more of the Loans (calculated by Stated Principal Balance).

      "Additional Servicing Compensation": As defined in Section 3.11(a).

      "Additional Trust Fund Expenses": An expense of the Trust Fund that (i)
arises out of a default on a Loan or Serviced Loan Combination or an otherwise
unanticipated event, (ii) is not covered by a Servicing Advance or a
corresponding collection from the related Borrower and (iii) does not represent
a loss on a Loan arising from the inability of a Master Servicer and/or a
Special Servicer to collect all amounts due and owing under the Loan, including
by reason of the fraud or bankruptcy of the Borrower or, to the extent not
covered by insurance, a casualty of any nature at a Mortgaged Property;
provided, however, that, "Additional Trust Fund Expense" shall not include any
of the foregoing amounts that have been recovered from the related Borrower or
Mortgaged Property.

      "Advance": Any P&I Advance or Servicing Advance.

      "Advance Interest": The interest accrued on any Advance at the
Reimbursement Rate, which is payable to the party hereto that made that Advance,
all in accordance with Section 3.03(d) or Section 4.03(d), as applicable.

      "Adverse REMIC Event": As defined in Section 3.30(f).

      "Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

      "Agreement": This Pooling and Servicing Agreement and all amendments
hereof and supplements hereto.

      "Anticipated Repayment Date": With respect to any ARD Loan, designated as
such on the Mortgage Loan Schedule, the date upon which such ARD Loan starts to
accrue interest at its Revised Rate.

      "Appraisal": An appraisal prepared in accordance with 12 C.F.R. ss. 225.64
by an Appraiser selected by the Master Servicer or Special Servicer, as
applicable.

      "Appraisal Reduction Amount": For any Distribution Date and for any Loan
as to which an Appraisal Reduction Event has occurred, an amount calculated by
the applicable Special Servicer equal to the excess, if any, of: (a) the Stated
Principal Balance of such Loan; over (b) the excess, if any, of (i) the sum of
(A) 90% of the Appraised Value (as such Appraised Value may be adjusted downward
by the applicable Special Servicer in accordance with the Servicing Standard,
without implying any duty to do so, based on the applicable Special Servicer's
review of the Appraisal or such other information as the applicable Special
Servicer deems relevant) of the related Mortgaged Property as determined (1)
with respect to any Loan with an outstanding principal balance equal to or
greater than $2,000,000, by one or more Appraisals (the costs of which shall be
paid by the applicable Master Servicer as a Servicing Advance) or (2) with
respect to any Loan with an outstanding principal balance less than $2,000,000,
by an Appraisal (or an update of a prior Appraisal) (the costs of which shall be
paid by the applicable Master Servicer as a Servicing Advance) or an internal
valuation performed by the applicable Special Servicer, plus (B) any letter of
credit, reserve, escrow or similar amount held by the applicable Master Servicer
which are posted as additional security for payments due on the Loan, over (ii)
the sum of (X) to the extent not previously advanced by the applicable Master
Servicer or the Trustee, all unpaid interest on such Loan at a per annum rate
equal to its Mortgage Rate, (Y) all unreimbursed Advances in respect of such
Loan, together with interest thereon at the Reimbursement Rate, and (Z) all
currently due and unpaid real estate taxes and assessments, Insurance Policy
premiums, ground rents and all other amounts due and unpaid with respect to such
Loan, net of any amounts currently escrowed for such amounts (which taxes,
assessments, premiums, ground rents and other amounts have not been subject to
an Advance by the applicable Master Servicer or the Trustee); provided that, if
neither a required Appraisal has been obtained nor an internal valuation is
completed within the period required under Section 3.19(c) with respect to such
Loan, then until such Appraisal is obtained or such internal valuation is
completed, as the case may be, in accordance with Section 3.19(c) the Appraisal
Reduction Amount shall be equal to 25% of the Stated Principal Balance of such
Loan as of the date of the related Appraisal Reduction Event; and provided,
further, that, if the related Mortgaged Property has become an REO Property,
then references to "Loan" above in this definition shall include any successor
REO Loan with respect to the subject Loan.

      In the case of the Saint Louis Galleria Loan (or any successor REO Loan
with respect thereto), any Appraisal Reduction Amount will be calculated in
respect of the Saint Louis Galleria Total Loan (or any successor REO Loans with
respect thereto), as if it was a single Loan (or single REO Loan), and any
Appraisal Reduction Amount shall be allocated first to the Saint Louis Galleria
Junior Loan (or any successor REO Loan with respect thereto), up to the
outstanding principal balance of such Junior Loan (or REO Loan), and then to the
Saint Louis Galleria Loan (or any successor REO Loan with respect thereto). In
the case of any CBA A Loan (or any successor REO Loan with respect thereto), any
Appraisal Reduction Amount will be calculated in respect of the related CBA A/B
Loan Pair (or any successor REO Loans with respect thereto), as if it was a
single Loan (or a single REO Loan), and any Appraisal Reduction Amount shall
first be allocated to the related CBA B Loan (or any successor REO Loan with
respect thereto), up to the outstanding principal balance of such Junior Loan
(or REO Loan), and then any remaining portion of any such Appraisal Reduction
Amount shall be allocated to the related CBA A Loan (or any successor REO Loan
with respect thereto).

      Notwithstanding anything herein to the contrary, the aggregate Appraisal
Reduction Amount related to a Loan or any successor REO Loan with respect
thereto will be reduced to zero as of the date such Loan or such REO Loan (or
the related REO Property) is paid in full, liquidated, repurchased or otherwise
removed from the Trust Fund.

      "Appraisal Reduction Event": With respect to any Loan, the earliest of (i)
120 days after an uncured delinquency (without regard to the application of any
grace period) occurs in respect of such Loan (except that with respect to a
Balloon Payment, such date may extend until the Loan becomes a Specially
Serviced Loan), (ii) the date on which a reduction in the amount of Monthly
Payments on such Loan, or a change in any other material economic term of such
Loan (other than an extension of the Maturity Date for a period of six months or
less), becomes effective as a result of a modification of such Loan by the
applicable Special Servicer, (iii) 60 days after a receiver has been appointed
and remains undismissed for the Borrower or immediately after a receiver has
been appointed for the related Mortgaged Property, (iv) 30 days after a Borrower
declares bankruptcy, (v) 60 days after the Borrower has become the subject of a
decree or order for a bankruptcy proceeding that shall have remained in force
undischarged and unstayed, and (vi) immediately after such Loan becomes an REO
Loan; provided, however, that there shall be no reduction in P&I Advances if an
Appraisal Reduction Event shall occur on and after the dates when the aggregate
of the Class Principal Balances of all Classes of Sequential Pay Certificates
(other than the Class A Sequential Pay Certificates) have been reduced to zero.
The Special Servicer shall notify the Master Servicer, the Trustee and, with
respect to any Loan Combination, the related Junior Loan Holder, promptly upon
the occurrence of any of the foregoing events

      "Appraised Value": With respect to any Mortgaged Property (other than a
residential cooperative property), the appraised value thereof (as is) as
determined by the most recent Appraisal obtained or conducted, as appropriate,
pursuant to this Agreement or obtained in connection with the origination of the
Loan, and with respect to any Mortgaged Property that is a residential
cooperative property, the value of such property as shown in the most recent
Appraisal obtained or conducted, as appropriate, pursuant to this Agreement, or
obtained in connection with the origination of the Loan, as applicable, and
determined as if such property were operated as a cooperatively-owned
multifamily residential building (generally equaling the gross sellout value of
all cooperative units in such residential cooperative property (applying a
discount as determined by the appraiser for rent regulated and rent controlled
units) plus the amount of the underlying debt encumbering such residential
cooperative property).

      "Appraiser": An Independent MAI, state certified organization with five
years of experience in properties of like kind and in the same geographic area.

      "ARD Loan": Any Loan that is designated as such on the Mortgage Loan
Schedule.

      "Asset Status Report": As defined in Section 3.21(e).

      "Assignable Primary Servicing Fee": Any Primary Servicing Fee that is
payable to Master Servicer No. 2 or Master Servicer No. 3 or their permitted
assignee pursuant to Section 3.11(a) and subject to reduction by the Trustee
pursuant to Section 3.11(a).

      "Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar instrument, executed by the
related Borrower, assigning to the related mortgagee all of the income, rents
and profits derived from the ownership, operation, leasing or disposition of all
or a portion of such Mortgaged Property, in the form which was duly executed,
acknowledged and delivered, as amended, modified, renewed or extended through
the date hereof and from time to time hereafter.

      "Assumed Scheduled Payment": For any Due Period shall mean the following:

            (a) with respect to any Loan or Junior Loan that is delinquent in
      respect of its Balloon Payment (and, if applicable, any successor REO Loan
      with respect thereto as to which the Balloon Payment would have been past
      due), an amount equal to the sum of (i) the principal portion of the
      Monthly Payment that would have been due on such Loan or Junior Loan on
      the related Due Date based on the constant payment required by the related
      Note or the original amortization schedule thereof (as calculated with
      interest at the related Mortgage Rate), if applicable, assuming such
      Balloon Payment had not become due (and, if applicable, assuming the
      related Mortgaged Property had not become an REO Property), after giving
      effect to any modification of such Loan or Junior Loan, and (ii) one
      month's interest on the Stated Principal Balance of such Loan or Junior
      Loan (or, if applicable, any successor REO Loan with respect thereto) as
      of the end of such Due Period at the applicable Mortgage Rate (less the
      related Master Servicing Fee Rate and Primary Servicing Fee Rate). The
      amount of the Assumed Scheduled Payment for any A Loan or Junior Loan
      shall be calculated solely by reference to the terms of such A Loan or
      Junior Loan, as applicable (as modified in connection with any bankruptcy
      or similar proceeding involving the related Borrower or pursuant to a
      modification, waiver or amendment thereof granted or agreed to by the
      applicable Master Servicer or the applicable Special Servicer pursuant to
      the terms hereof) and without regard to the remittance provisions of the
      related Intercreditor Agreement; and

            (b) any REO Loan that is not delinquent in respect of its Balloon
      Payment, an amount equal to the sum of (i) the principal portion of the
      Monthly Payment that would have been due on the related Loan on the
      related Due Date based on the original amortization schedule thereof (as
      calculated with interest at the related Mortgage Rate), if applicable,
      assuming the related Mortgaged Property had not become an REO Property,
      after giving effect to any modification of the related Loan, and (ii) one
      month's interest on the Stated Principal Balance of such REO Loan as of
      the end of such Due Period at the applicable Mortgage Rate.

      "Available Class CCA Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum (without duplication) of:

            (a) the aggregate amount received on the Carlton Court Apartments
      Loan (and any related REO Property) allocable to the Carlton Court
      Apartments Non-Pooled Portion as provided in Section 3.33 and on deposit
      in the Collection Account as of the close of business on the Business Day
      preceding the related Servicer Remittance Date, exclusive of the following
      amounts, to the extent allocable to the Carlton Court Apartments
      Non-Pooled Portion:

                  (i) all Monthly Payments collected but due on a Due Date after
            the end of the related Due Period;

                  (ii) all Principal Prepayments, Balloon Payments, Liquidation
            Proceeds or Insurance and Condemnation Proceeds, all amounts paid in
            connection with a repurchase of the Carlton Court Apartments Loan
            pursuant to Section 2.03(b), and all other unscheduled recoveries,
            in each case to the extent received after the related Determination
            Date;

                  (iii) all amounts in the Collection Account that are payable
            or reimbursable to any Person from such account pursuant to clauses
            (ii) through (xvii), inclusive, of Section 3.05(a);

                  (iv) all amounts that are payable or reimbursable to any
            Person pursuant to clauses (ii) through (iv), inclusive, of Section
            3.05(b);

                  (v) all Prepayment Premiums and Yield Maintenance Charges;

                  (vi) any net interest or net investment income on funds on
            deposit in the Interest Reserve Account, any Cash Collateral
            Account, any Lock-Box Account, any Reserve Account or any REO
            Account or in Permitted Investments in which such funds may be
            invested; and

                  (vii) with respect to any Distribution Date relating to each
            Interest Accrual Period ending in each February or in any January in
            a year which is not a leap year, an amount equal to one day of
            interest on the Stated Principal Balance of the Carlton Court
            Apartments Non-Pooled Portion as of the Distribution Date in the
            month preceding the month in which such Distribution Date occurs at
            the related Mortgage Rate to the extent such amount is to be
            deposited in the Interest Reserve Account and held for future
            distribution pursuant to Section 3.29.

            (b) if and to the extent not already included in clause (a) hereof,
      the aggregate amount transferred with respect to the Carlton Court
      Apartments Non-Pooled Portion from the REO Account to the Collection
      Account for such Distribution Date pursuant to Section 3.16(c);

            (c) all funds released from the Interest Reserve Account for
      distribution on such Distribution Date to the Carlton Court Apartments
      Non-Pooled Portion; and

            (d) the portion of any payments made by the Holders of the Class CCA
      Certificates attributable to interest or principal on the Carlton Court
      Apartments Non-Pooled Portion pursuant to Section 3.33.

      "Available Distribution Amount": With respect to any Distribution Date, an
amount equal to the sum (without duplication) of:

            (a) the aggregate amount received on or with respect to the Loans
      (and any related REO Properties) (other than amounts relating to the
      Carlton Court Apartments Non-Pooled Portion) on or prior to the related
      Determination Date and on deposit in the respective Collection Accounts as
      of the close of business on the Business Day preceding the Master Servicer
      Remittance Date, exclusive of any portion of such aggregate amount that is
      comprised of one or more of the following amounts (without duplication):

                  (i) all Monthly Payments collected but due on a Due Date after
            the end of the related Due Period;

                  (ii) all amounts in the Collection Accounts that are payable
            or reimbursable to any Person from any such account pursuant to
            clauses (iii) through (xvii), inclusive, and clauses (xix), (xx) and
            (xxi) of Section 3.05(a);

                  (iii) all amounts that are payable or reimbursable to any
            Person from the Distribution Account pursuant to clauses (iii)
            through (vi), inclusive, of Section 3.05(b);

                  (iv) all Yield Maintenance Charges and all Static Prepayment
            Premiums;

                  (v) all amounts deposited in any Collection Account in error;

                  (vi) any net interest or net investment income on funds on
            deposit in any Collection Account or any REO Account or in Permitted
            Investments in which such funds may be invested;

                  (vii) with respect to any Distribution Date relating to each
            Interest Accrual Period ending in each February or in any January in
            a year which is not a leap year, the Withheld Amounts in respect of
            the Interest Reserve Loans that are to be deposited in the Interest
            Reserve Account on such Distribution Date and held for future
            distribution pursuant to Section 3.28;

                  (viii) all amounts received with respect to a Serviced Loan
            Combination that are required to be paid to any related Junior Loan
            Holder, as applicable, pursuant to the terms of the related Junior
            Loan, as applicable, and the related Intercreditor Agreement (which
            amounts will be deposited into the related Junior Loan Custodial
            Account pursuant to Section 3.04 and/or Section 3.05, and withdrawn
            from such accounts pursuant to Section 3.05);

                  (ix) Excess Interest; and

                  (x) Excess Liquidation Proceeds;

            (b) if and to the extent not already included in clause (a) hereof,
      the aggregate amount transferred with respect to the REO Loans in the
      Mortgage Pool from any REO Account to any Collection Account for such
      Distribution Date pursuant to Section 3.16(c) (other than with respect to
      the Carlton Court Apartments Non-Pooled Portion);

            (c) the aggregate amount of any P&I Advances made in respect of the
      Mortgage Pool by the Master Servicers and/or the Trustee, as applicable,
      for such Distribution Date (other than with respect to the Carlton Court
      Apartments Non-Pooled Portion) pursuant to Section 4.03 or 7.05, which P&I
      Advances shall not include any related Master Servicing Fees, Primary
      Servicing Fees or Workout Fees;

            (d) all funds released from the Interest Reserve Account for
      distribution on such Distribution Date (other than with respect to the
      Carlton Court Apartments Non-Pooled Portion);

            (e) the portion of any Cure Payments made by the Holders of the
      Class CCA Certificates attributable to principal or interest on the
      Carlton Court Apartments Pooled Portion pursuant to Section 3.33;

            (f) any and all payments required to be made by the Master Servicers
      pursuant to Section 3.02(f);

            (g) the aggregate amount transferred (pursuant to Section 3.05(d))
      from the Excess Liquidation Proceeds Account to the Distribution Account
      in respect of such Distribution Date; and

            (h) if and to the extent not already included in clause (a) hereof,
      any Cure Payment (except for any portion thereof payable or reimbursable
      to the applicable Master Servicer or Special Servicer), made by any Saint
      Louis Galleria Junior Loan Holder or any CBA B Loan Holder pursuant to the
      terms of the related Intercreditor Agreement during the related Due Period
      and allocable to principal or interest with respect to the related Loan.

      "Balloon Loan": Any Loan or Junior Loan that by its terms provides for an
amortization schedule extending materially beyond its Maturity Date or for no
amortization prior to its Maturity Date.

      "Balloon Payment": With respect to any Balloon Loan and any date of
determination, the scheduled payment of principal due on the Maturity Date of
such Balloon Loan (less principal included in the applicable amortization
schedule or scheduled Monthly Payment).

      "Bankruptcy Code": The federal Bankruptcy Code, as amended from time to
time (Title 11 of the United States Code).

      "Base Interest Fraction": With respect to any Principal Prepayment or
other early collection of principal on any Loan (or any successor REO Loan with
respect thereto) and any of the Class A-1, Class A-1-A, Class A-2, Class A-3,
Class A-4, Class A-AB, Class A-M, Class A-J, Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J and Class K Certificates, a fraction (not
greater than 1) (a) whose numerator is the amount, if any, by which (i) the
Pass-Through Rate on such Class of Certificates exceeds (ii) the Yield Rate used
in calculating the Yield Maintenance Charge with respect to such Principal
Prepayment or other early collection of principal and (b) whose denominator is
the amount, if any, by which the (i) Mortgage Rate on such Loan (or REO Loan)
exceeds (ii) the Yield Rate (as provided by the applicable Master Servicer) used
in calculating the Yield Maintenance Charge with respect to such Principal
Prepayment or other early collection of principal; provided, however, that if
such Yield Rate is greater than or equal to the lesser of (x) the Mortgage Rate
on such Loan (or REO Loan) and (y) the Pass-Through Rate described in clause
(a)(i) above, then the Base Interest Fraction shall be zero.

      "Book-Entry Certificate": Any Certificate registered in the name of the
Depository or its nominee.

      "Book-Entry Non-Registered Certificate": Any Non-Registered Certificate
that constitutes a Book-Entry Certificate.

      "Borrower": With respect to any Loan, the obligor or obligors on any
related Note or Notes, including, without limitation, any Person that has
acquired the related Mortgaged Property and assumed the obligations of the
original obligor under the Note or Notes.

      "Breach": As defined in Section 2.03(b).

      "Broker Strip": With respect to each Broker Strip Loan, the right to
receive interest accrued on the principal balance of such Loan at the Broker
Strip Rate for such Loan.

      "Broker Strip Interest": With respect to each Broker Strip Loan, interest
accrued on the principal balance of such loan at the Broker Strip Rate for such
Loan.

      "Broker Strip Loans": The Loans listed on Exhibit M hereto.

      "Broker Strip Payee": With respect to any Broker Strip Loan, the "Broker
Strip Payee" specified on Exhibit M hereto with respect to such Loan.

      "Broker Strip Rate": With respect to each Broker Strip Loan, the "Broker
Strip Rate" specified on Exhibit M hereto with respect to such Loan.

      "Business Day": Any day other than a Saturday, a Sunday or a day on which
banking institutions in the states where any Collection Account, the
Distribution Account, the Trustee, any Master Servicer or any Special Servicer
are located, are authorized or obligated by law or executive order to remain
closed.

      "Carlton Court Apartments Collateral Support Deficit": As defined in
Section 4.04.

      "Carlton Court Apartments Loan": The Loan with an original principal
balance of $21,400,000 that is secured by a Mortgage on the Carlton Court
Apartments Property (including the Carlton Court Apartments Pooled Portion and
the Carlton Court Apartments Non-Pooled Portion).

      "Carlton Court Apartments Loan REMIC" shall mean, the REMIC constituted by
the Carlton Court Apartments Loan (exclusive of any Post-ARD Additional Interest
or Default Interest), collections thereon, any REO Property acquired in respect
thereof and amounts held from time to time in the Collection Account, the
Carlton Court Apartments Loan REMIC Distribution Account, the Interest Reserve
Account or any REO Account in respect thereof, with respect to which the Trustee
will make an election to be treated as a "real estate mortgage investment
conduit" within the meaning of the REMIC Provisions.

      "Carlton Court Apartments Loan REMIC Distribution Account" shall mean the
account, accounts or sub-accounts created and maintained by the Trustee,
pursuant to Section 3.04(b), in trust for the Certificateholders, which shall be
entitled "Wells Fargo Bank Minnesota, N.A., as Trustee, for the benefit of
Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2006-C1, Carlton Court Apartments
Loan REMIC Distribution Account." Any such account or accounts shall be an
Eligible Account or a subaccount of an Eligible Account. As of the Closing Date,
the Carlton Court Apartments Loan REMIC Distribution Account shall be a
sub-account of the Distribution Account.

      "Carlton Court Apartments Loan REMIC Regular Interest" shall mean, each of
the two uncertificated regular interests represented by the Carlton Court
Apartments Pooled Portion and the Carlton Court Apartments Non-Pooled Portion,
viz., Carlton Court Apartments Loan REMIC Regular Interest A and Carlton Court
Apartments Loan REMIC Regular Interest B, respectively.

      "Carlton Court Apartments Loan REMIC Regular Interest A" shall mean the
uncertificated regular interest in the Carlton Court Apartments Loan REMIC
corresponding to the Carlton Court Apartments Pooled Portion.

      "Carlton Court Apartments Loan REMIC Regular Interest B" shall mean the
uncertificated regular interest in the Carlton Court Apartments Loan REMIC
corresponding to the Carlton Court Apartments Non-Pooled Portion.

      "Carlton Court Apartments Loan REMIC Residual Interest" shall mean, the
sole class of "residual interest" in the Carlton Court Apartments Loan REMIC,
represented by the Class R Certificates.

      "Carlton Court Apartments Non-Pooled Portion": The portion of the Carlton
Court Apartments Loan, with a Stated Principal Balance as of the Cut-off Date of
$1,870,000, subordinated to the Carlton Court Apartments Pooled Portion, and an
interest rate of 5.499190% per annum. The holders of the Class CCA Certificates
will be entitled to receive all amounts payable with respect to the Carlton
Court Apartments Non-Pooled Portion.

      "Carlton Court Apartments Pooled Portion": The portion of the Carlton
Court Apartments Loan, with a Stated Principal Balance as of the Cut-off Date of
$19,530,000 senior to the Carlton Court Apartments Non-Pooled Portion, and an
interest rate of 5.499190% per annum. The Regular Certificates (other than the
Class CCA Certificates and the Class A-Y Certificate) will be entitled to
receive all amounts payable with respect to the Carlton Court Apartments Pooled
Portion.

      "Carlton Court Apartments Principal Distribution Amount" shall mean, with
respect to any Distribution Date, the portion of the Principal Distribution
Amount attributable to the Carlton Court Apartments Loan.

      "Carlton Court Apartments Non-Pooled Portion Principal Distribution
Amount" shall mean, with respect to any Distribution Date, the portion of the
Carlton Court Apartments Principal Distribution Amount attributable to the
Carlton Court Apartments Non-Pooled Portion.

      "Cash Collateral Account": With respect to any Loan that has a Lock-Box
Account, any account or accounts created pursuant to the related Mortgage, Loan
Agreement, Cash Collateral Account Agreement or other Loan Document, into which
account or accounts the Lock-Box Account monies are swept on a regular basis for
the benefit of the Trustee as successor to the applicable Mortgage Loan Seller's
interest in such Loan. Any Cash Collateral Account shall be beneficially owned
for federal income tax purposes by the Person who is entitled to receive all
reinvestment income or gain thereon in accordance with the terms and provisions
of the related Loan and Section 3.06, which Person (and not the Trust) may be
taxed on all reinvestment income or gain thereon. The applicable Master Servicer
shall be permitted to make withdrawals therefrom solely for deposit into a
Collection Account or a Servicing Account, or to remit to the Borrower as
required by the related Loan Documents, as applicable. To the extent not
inconsistent with the terms of the related Loan, each such Cash Collateral
Account shall be an Eligible Account.

      "Cash Collateral Account Agreement": With respect to any Loan, the cash
collateral account agreement, if any, between the related Mortgage Loan
Originator and the related Borrower, pursuant to which the related Cash
Collateral Account, if any, may have been established.

      "CBA A Loan": The Loans secured by the Mortgaged Properties identified on
the Mortgage Loan Schedule as Westgate West, Homewood Suites Colorado Springs,
AIMCO Trinity Place Apartments, Huck Finn Shopping Center, Bowling Green Plaza
and Copperas Cove Plaza, respectively, each of which Loans are senior in right
of payment to the related CBA B Loan, to the extent set forth in the related CBA
Intercreditor Agreement.

      "CBA A/B Loan Pair": Any CBA A Loan together with the related CBA B Loan.

      "CBA A/B Material Default": With respect to a CBA A/B Loan Pair, a
"Material Default" under, and within the meaning of, the related Intercreditor
Agreement.

      "CBA B Loan": With respect to each CBA A Loan, the mortgage loan secured,
on a subordinate basis, by the same Mortgage on the same Mortgaged Property as
such CBA A Loan, which subordinate mortgage loan is not included in the Trust
Fund.

      "CBA B Loan Holder": With respect to any CBA A/B Loan Pair, CBA-Mezzanine
Capital Finance, LLC or its successors and assigns, as the holder of the related
CBA B Loan.

      "CBA Intercreditor Agreement": With respect to each CBA A/B Loan Pair, the
related intercreditor agreement entered into by and between the holder of the
related CBA A Loan and the related CBA B Loan Holder, as the same may be further
amended from time to time in accordance with the terms thereof.

      "CERCLA": The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.

      "Certificate": Any one of the Depositor's Commercial Mortgage Pass-Through
Certificates, Series 2006-C1, as executed by the Trustee or Certificate
Registrar and authenticated and delivered hereunder by the Certificate
Registrar.

      "Certificate Notional Amount": With respect to any Class A-X or Class A-Y
Certificate, as of any date of determination, the then notional amount of such
Certificate equal to the product of (a) the Percentage Interest evidenced by
such Certificate, multiplied by (b) the then Class A-X or Class A-Y Notional
Amount, as applicable.

      "Certificate Owner": With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate as reflected on the books of the
Depository or on the books of a Depository Participant or on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent.

      "Certificate Principal Balance": With respect to any Sequential Pay
Certificate, as of any date of determination, the then principal balance of such
Certificate equal to the product of (a) the Percentage Interest evidenced by
such Certificate, multiplied by (b) the then Class Principal Balance of the
subject Class of Sequential Pay Certificates.

      "Certificate Register" and "Certificate Registrar": The register
maintained and the registrar appointed pursuant to Section 5.02.

      "Certificateholder" or "Holder": The Person in whose name a Certificate is
registered in the Certificate Register; provided, however, that solely for the
purposes of giving any consent, approval or waiver pursuant to this Agreement
with respect to the rights, obligations or liabilities of the Trustee, a Master
Servicer or a Special Servicer, any Certificate registered in the name of such
Trustee, Master Servicer, Special Servicer or any Affiliate of any of them, as
applicable, shall be deemed not to be outstanding, and the Voting Rights to
which it is entitled shall not be taken into account in determining whether the
requisite percentage of Voting Rights necessary to effect any such consent,
approval or waiver has been obtained; provided that (i) such restrictions shall
not apply to the selection of the Controlling Class (or the Directing
Certificateholder) or the exercise of a Special Servicer's or its Affiliates'
rights as a member of the Controlling Class and (ii) the foregoing shall not
apply if the Trustee, a Master Servicer or a Special Servicer, as the case may
be, and/or their Affiliates, own the entire Class of each Class of Certificates
affected by such action, vote, consent or waiver. The Trustee shall be entitled
to request and conclusively rely upon a certificate of a Master Servicer or a
Special Servicer in determining whether a Certificate is registered in the name
of an Affiliate of such Person. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and the Depository
Participants, except as otherwise specified herein; provided, however, that the
parties hereto shall be required to recognize as a "Holder" or
"Certificateholder" only the Person in whose name a Certificate is registered in
the Certificate Register.

      "Certification Parties" has the meaning set forth in Section 11.08.

      "Certifying Person" has the meaning set forth in Section 11.08.

      "Certifying Servicer" has the meaning set forth in Section 11.11.

      "Class": With respect to any Certificates or Uncertificated Lower-Tier
Interests, all of the Certificates or Uncertificated Lower-Tier Interests
bearing the same alphabetical and, if applicable, numerical class designation.

      "Class A Sequential Pay Certificate": Any Class A-1, Class A-2, Class A-3,
Class A-AB, Class A-4 or Class A-1-A Certificate.

      "Class A-1 Certificate": A Certificate designated as "Class A-1" on the
face thereof, substantially in the form of Exhibit A-1 hereto.

      "Class A-1 Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to 4.3670%.

      "Class A-1-A Certificate": A Certificate designated as "Class A-1-A" on
the face thereof, substantially in the form of Exhibit A-1 hereto.

      "Class A-1-A Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the lesser of (i) 5.6110% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

      "Class A-2 Certificate": A Certificate designated as "Class A-2" on the
face thereof, substantially in the form of Exhibit A-1 hereto.

      "Class A-2 Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the lesser of (i) 5.5120% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

      "Class A-3 Certificate": A Certificate designated as "Class A-3" on the
face thereof, substantially in the form of Exhibit A-1 hereto.

      "Class A-3 Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the lesser of (i) 5.7110% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

      "Class A-AB Certificate": A Certificate designated as "Class A-AB" on the
face thereof, substantially in the form of Exhibit A-1 hereto.

      "Class A-AB Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the lesser of (i) 5.6810% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

      "Class A-4 Certificate": A Certificate designated as "Class A-4" on the
face thereof, substantially in the form of Exhibit A-1 hereto.

      "Class A-4 Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the lesser of (i) 5.6090% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

      "Class A-M Certificate": A Certificate designated as "Class A-M" on the
face thereof, substantially in the form of Exhibit A-1 hereto.

      "Class A-M Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the lesser of (i) 5.7500% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

      "Class A-J" Certificate": A Certificate designated as "Class A-J" on the
face thereof, substantially in the form of Exhibit A-2 hereto.

      "Class A-J Pass-Through Rate": As to any Distribution Date, a per annum
rate equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

      "Class A-X Certificate": A Certificate designated as "Class A-X" on the
face thereof, substantially in the form of Exhibit A-2 hereto.

      "Class A-X Component": Each of the Components.

      "Class A-X Notional Amount": With respect to the Class A-X Certificates,
as of any date of determination, the sum of then Component Notional Amounts of
all of the Class A-X Components.

      "Class A-X Pass-Through Rate": As to any Distribution Date, the per annum
rate, expressed as a percentage, equal to the weighted average of the respective
Class A-X Strip Rates of the Class A-X Components for (and weighted on the basis
of their respective Component Notional Balances immediately prior to) for such
Distribution Date.

      "Class A-X Strip Rate": With respect to any Class A-X Component (for any
Distribution Date, a rate per annum equal to (i) the Weighted Average Net
Mortgage Rate for such Distribution Date, minus (ii) the Pass-Through Rate for
the Corresponding Certificates (provided, that in no event shall any Class A-X
Strip Rate be less than zero).

      "Class A-Y Certificate": A Certificate designated as "Class A-Y" on the
face thereof, substantially in the form of Exhibit A-2 hereto.

      "Class A-Y Notional Amount": With respect to the Class A-Y Certificates,
as of any date of determination, the then aggregate Stated Principal Balance of
the Specially Designated Co-op Loans and any successor REO Loans with respect
thereto.

      "Class A-Y Pass-Through Rate": As to any Distribution Date, the per annum
rate, expressed as a percentage, equal to the weighted average of the respective
Class A-Y Strip Rates of the Specially Designated Co-op Loans and any successor
REO Loans with respect thereto for (and weighted on the basis of their
respective Stated Principal Balances immediately prior to) such Distribution
Date.

      "Class A-Y Strip Rate": With respect to any Specially Designated Co-op
Loan (and any successor REO Loan with respect thereto), for any Distribution
Date, a rate per annum equal to either: (1) if such Loan accrues interest on a
30/360 Basis, 0.10%; and (2) if such Loan accrues interest on an Actual/360
Basis, the product of (a) 0.10%, multiplied by (b) a fraction, the numerator of
which is the number of days in the Interest Accrual Period that corresponds to
such Distribution Date, and the denominator of which 30.

      "Class B Certificate": A Certificate designated as "Class B" on the face
thereof, substantially in the form of Exhibit A-1 hereto.

      "Class B Pass-Through Rate": As to any Distribution Date, a per annum rate
equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

      "Class CCA Cure Period": As defined in Section 3.33(c).

      "Class CCA Purchase Date": As defined in Section 3.33(b).

      "Class CCA Purchase Notice": As defined in Section 3.33(b).

      "Class CCA Purchase Option Period": As defined in Section 3.33(b).

      "Class CCA Certificate": A Certificate designated as "Class CCA" on the
face thereof, in the form of Exhibit A-6 hereto.

      "Class CCA Pass-Through Rate": A per annum rate equal to 5.499190% and
multiplied by a fraction the numerator of which is the number of days in the
related Interest Accrual Period and the denominator of which is 30.

      "Class C Certificate": A Certificate designated as "Class C" on the face
thereof, substantially in the form of Exhibit A-1 hereto.

      "Class C Pass-Through Rate": As to any Distribution Date, a per annum rate
equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

      "Class D Certificate": A Certificate designated as "Class D" on the face
thereof, substantially in the form of Exhibit A-3 hereto.

      "Class D Pass-Through Rate": As to any Distribution Date, a per annum rate
equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

      "Class E Certificate": A Certificate designated as "Class E" on the face
thereof, substantially in the form of Exhibit A-3 hereto.

      "Class E Pass-Through Rate": As to any Distribution Date, a per annum rate
equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

      "Class F Certificate": A Certificate designated as "Class F" on the face
thereof, substantially in the form of Exhibit A-3 hereto.

      "Class F Pass-Through Rate": As to any Distribution Date, a per annum rate
equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

      "Class G Certificate": A Certificate designated as "Class G" on the face
thereof, substantially in the form of Exhibit A-3 hereto.

      "Class G Pass-Through Rate": As to any Distribution Date, a per annum rate
equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

      "Class H Certificate": A Certificate designated as "Class H" on the face
thereof, substantially in the form of Exhibit A-3 hereto.

      "Class H Pass-Through Rate": As to any Distribution Date, a per annum rate
equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

      "Class J Certificate": A Certificate designated as "Class J" on the face
thereof, substantially in the form of Exhibit A-3 hereto.

      "Class J Pass-Through Rate": As to any Distribution Date, a per annum rate
equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

      "Class K Certificate": A Certificate designated as "Class K" on the face
thereof, substantially in the form of Exhibit A-3 hereto.

      "Class K Pass-Through Rate": As to any Distribution Date, a per annum rate
equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

      "Class L Certificate": A Certificate designated as "Class L" on the face
thereof, substantially in the form of Exhibit A-3 hereto.

      "Class L Pass-Through Rate": As to any Distribution Date, a per annum rate
equal to the lesser of (i) 5.2400% and (ii) the Weighted Average Net Mortgage
Pass-Through Rate for such Distribution Date.

      "Class LA-1 Lower-Tier Interest": A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

      "Class LA-1-A Lower-Tier Interest": A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

      "Class LA-2 Lower-Tier Interest": A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

      "Class LA-3 Lower-Tier Interest": A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

      "Class LA-AB Lower-Tier Interest": A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

      "Class LA-4 Lower-Tier Interest": A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

      "Class LA-M Lower-Tier Interest": A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

      "Class LA-J Lower-Tier Interest": A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

      "Class LA-Y Lower-Tier Interest": A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the Original
Lower-Tier Notional Balance and per annum rate of interest set forth in the
Preliminary Statement hereto.

      "Class LB Lower-Tier Interest": A regular interest in the Lower-Tier REMIC
that is held as an asset of the Upper-Tier REMIC, has the Original Lower-Tier
Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.

      "Class LC Lower-Tier Interest": A regular interest in the Lower-Tier REMIC
that is held as an asset of the Upper-Tier REMIC, has the Original Lower-Tier
Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.

      "Class LCCA Lower-Tier Interest": A regular interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier REMIC, has the Original
Lower-Tier Principal Amount and per annum rate of interest set forth in the
Preliminary Statement hereto.

      "Class LD Lower-Tier Interest": A regular interest in the Lower-Tier REMIC
that is held as an asset of the Upper-Tier REMIC, has the Original Lower-Tier
Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.

      "Class LE Lower-Tier Interest": A regular interest in the Lower-Tier REMIC
that is held as an asset of the Upper-Tier REMIC, has the Original Lower-Tier
Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.

      "Class LF Lower-Tier Interest": A regular interest in the Lower-Tier REMIC
that is held as an asset of the Upper-Tier REMIC, has the Original Lower-Tier
Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.

      "Class LG Lower-Tier Interest": A regular interest in the Lower-Tier REMIC
that is held as an asset of the Upper-Tier REMIC, has the Original Lower-Tier
Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.

      "Class LH Lower-Tier Interest": A regular interest in the Lower-Tier REMIC
that is held as an asset of the Upper-Tier REMIC, has the Original Lower-Tier
Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.

      "Class LJ Lower-Tier Interest": A regular interest in the Lower-Tier REMIC
that is held as an asset of the Upper-Tier REMIC, has the Original Lower-Tier
Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.

      "Class LK Lower-Tier Interest": A regular interest in the Lower-Tier REMIC
that is held as an asset of the Upper-Tier REMIC, has the Original Lower-Tier
Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.

      "Class LL Lower-Tier Interest": A regular interest in the Lower-Tier REMIC
that is held as an asset of the Upper-Tier REMIC, has the Original Lower-Tier
Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.

      "Class LM Lower-Tier Interest": A regular interest in the Lower-Tier REMIC
that is held as an asset of the Upper-Tier REMIC, has the Original Lower-Tier
Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.

      "Class LN Lower-Tier Interest": A regular interest in the Lower-Tier REMIC
that is held as an asset of the Upper-Tier REMIC, has the Original Lower-Tier
Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.

      "Class LO Lower-Tier Interest": A regular interest in the Lower-Tier REMIC
that is held as an asset of the Upper-Tier REMIC, has the Original Lower-Tier
Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.

      "Class LP Lower-Tier Interest": A regular interest in the Lower-Tier REMIC
that is held as an asset of the Upper-Tier REMIC, has the Original Lower-Tier
Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.

      "Class M Certificate": A Certificate designated as "Class M" on the face
thereof, substantially in the form of Exhibit A-3 hereto.

      "Class M Pass-Through Rate": As to any Distribution Date, a per annum rate
equal to the lesser of (i) 5.2400% and (ii) the Weighted Average Net Mortgage
Pass-Through Rate for such Distribution Date.

      "Class N Certificate": A Certificate designated as "Class N" on the face
thereof, substantially in the form of Exhibit A-3 hereto.

      "Class N Pass-Through Rate": As to any Distribution Date, a per annum rate
equal to the lesser of (i) 5.2400% and (ii) the Weighted Average Net Mortgage
Pass-Through Rate for such Distribution Date.

      "Class Notional Amount": For any date of determination, the Class A-X
Notional Amount or the Class A-Y Notional Amount, as applicable.

      "Class O Certificate": A Certificate designated as "Class O" on the face
thereof, substantially in the form of Exhibit A-3 hereto.

      "Class O Pass-Through Rate": As to any Distribution Date, a per annum rate
equal to the lesser of (i) 5.2400% and (ii) the Weighted Average Net Mortgage
Pass-Through Rate for such Distribution Date.

      "Class P Certificate": A Certificate designated as "Class P" on the face
thereof, substantially in the form of Exhibit A-3 hereto.

      "Class P Pass-Through Rate": As to any Distribution Date, a per annum rate
equal to the lesser of (i) 5.2400% and (ii) the Weighted Average Net Mortgage
Pass-Through Rate for such Distribution Date.

      "Class Q Certificate": A Certificate designated as "Class Q" on the face
thereof, substantially in the form of Exhibit A-3 hereto.

      "Class Q Pass-Through Rate": As to any Distribution Date, a per annum rate
equal to the lesser of (i) 5.2400% and (ii) the Weighted Average Net Mortgage
Pass-Through Rate for such Distribution Date.

      "Class S Certificate": A Certificate designated as "Class S" on the face
thereof, substantially in the form of Exhibit A-3 hereto.

      "Class S Pass-Through Rate": As to any Distribution Date, a per annum rate
equal to the lesser of (i) 5.2400% and (ii) the Weighted Average Net Mortgage
Pass-Through Rate for such Distribution Date.

      "Class Principal Balance": With respect to any Class of Sequential Pay
Certificates, as of any date of determination, a principal amount equal to the
Original Class Principal Balance of such Class as specified in the Preliminary
Statement hereto, as such principal amount may be permanently reduced (to not
less than zero) on each Distribution Date coinciding with or preceding such date
of determination by (i) any distributions of principal made with respect to such
Class of Sequential Pay Certificates on the subject Distribution Date pursuant
to Section 4.01(a) and (ii) any Collateral Support Deficit allocated to such
Class of Sequential Pay Certificates on the subject Distribution
Date pursuant to Section 4.04.

      "Class R Certificate": A Certificate designated as "Class R" on the face
thereof, substantially in the form of Exhibit A-5 hereto.

      "Class V Certificate": A Certificate designated as "Class V" on the face
thereof, substantially in the form of Exhibit A-4 hereto. The Class V
Certificates have no Pass-Through Rate, Class Principal Balance or Class
Notional Amount.

      "Clearstream": Clearstream Banking, Luxembourg, or any successor.

      "Closing Date": March 22, 2006.

      "Clearstream": Clearstream Banking, Luxembourg, or any successor.

      "Closing Date":  March 22, 2006.

      "CMSA": The Commercial Mortgage Securities Association, or any association
or organization that is a successor thereto. If neither such association nor any
successor remains in existence, "CMSA" shall be deemed to refer to such other
association or organization as may exist whose principal membership consists of
servicers, trustees, issuers, placement agents and underwriters generally
involved in the commercial mortgage loan securitization industry, which is the
principal such association or organization in the commercial mortgage loan
securitization industry and one of whose principal purposes is the establishment
of industry standards for reporting transaction-specific information relating to
commercial mortgage pass-through certificates and commercial mortgage-backed
bonds and the commercial mortgage loans and foreclosed properties underlying or
backing them to investors holding or owning such certificates or bonds, and any
successor to such other association or organization. If an organization or
association described in one of the preceding sentences of this definition does
not exist, "CMSA" shall be deemed to refer to such other association or
organization as shall be selected by the Master Servicers, jointly, and
reasonably acceptable to the Trustee, the Special Servicers and the Directing
Certificateholder.

      "CMSA Advance Recovery Report": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "Advance
Recovery Report" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally.

      "CMSA Bond Level File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "Bond
Level File" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally (unless the Directing
Certificateholder and the Rating Agencies otherwise consent to an alternative
form of such report).

      "CMSA Collateral Summary File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the
"Collateral Summary File" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally (unless the
Directing Certificateholder and the Rating Agencies otherwise consent to an
alternative form of such report).

      "CMSA Comparative Financial Status Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Comparative Financial Status Report" available as of the Closing Date on
the CMSA Website, or such other form for the presentation of such information
and containing such additional information as may from time to time be
recommended by the CMSA for commercial mortgage-backed securities transactions
generally (unless the Directing Certificateholder and the Rating Agencies
otherwise consent to an alternative form of such report).

      "CMSA Delinquent Loan Status Report": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Delinquent Loan Status Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be reasonably
recommended by the CMSA for commercial mortgage-backed securities transactions
generally (unless the Directing Certificateholder and the Rating Agencies
otherwise consent to an alternative form of such report).

      "CMSA Financial File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the
"Financial File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally (unless the
Directing Certificateholder and the Rating Agencies otherwise consent to an
alternative form of such report).

      "CMSA Historical Liquidation Report": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Historical Liquidation Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally
(unless the Directing Certificateholder and the Rating Agencies otherwise
consent to an alternative form of such report).

      "CMSA Historical Loan Modification and Corrected Mortgage Loan Report": A
report substantially in the form of, and containing the information called for
in, the downloadable form of the "Historical Loan Modification and Corrected
Mortgage Loan Report" available as of the Closing Date on the CMSA Website, or
such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally (unless the
Directing Certificateholder and the Rating Agencies otherwise consent to an
alternative form of such report).

      "CMSA Investor Reporting Package":

            (a) the following seven electronic files: (i) CMSA Loan Setup File,
      (ii) CMSA Loan Periodic Update File, (iii) CMSA Property File, (iv) CMSA
      Bond Level File, (v) CMSA Financial File, (vi) CMSA Collateral Summary
      File and (vii) CMSA Special Servicer Loan File;

            (b) the following nine supplemental reports: (i) CMSA Delinquent
      Loan Status Report, (ii) CMSA Historical Loan Modification and Corrected
      Mortgage Loan Report, (iii) CMSA Historical Liquidation Report, (iv) CMSA
      REO Status Report, (v) CMSA Loan Level Reserve/LOC Report, (vi) CMSA
      Comparative Financial Status Report, (vii) CMSA Servicer Watch List,
      (viii) CMSA Operating Statement Analysis Report, (ix) CMSA NOI Adjustment
      Worksheet, (x) CMSA Reconciliation of Funds and (xi) the CMSA Advance
      Recovery Report; and

            (c) such other reports as CMSA may designate as part of the "CMSA
      Investor Reporting Package" from time to time generally;

provided that, in the case of each Mortgaged Property securing a Co-op Loan, the
respective files and reports comprising the CMSA Investor Reporting Package
shall present the Projected Net Cash Flow for such Mortgaged Property and the
Debt Service Coverage Ratio for such Co-op Loan, as such terms apply to
residential cooperative properties, if and to the extent that such file or
report requires preparation and/or submission of data concerning net cash flow
or debt service coverage.

      "CMSA Loan Level Reserve/LOC Report": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Loan Level Reserve/LOC Report" on the CMSA Website, or in such other form for
the presentation of such information and containing such additional information
as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally (unless the Directing
Certificateholder and the Rating Agencies otherwise consent to an alternative
form of such report).

      "CMSA Loan Periodic Update File": A report substantially in the form of,
and containing the information called for in, the downloadable form of the "Loan
Periodic Update File" available as of the Closing Date on the CMSA Website, or
such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally (unless the
Directing Certificateholder and the Rating Agencies otherwise consent to an
alternative form of such report).

      "CMSA Loan Setup File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "Loan
Setup File" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally (unless the Directing
Certificateholder and the Rating Agencies otherwise consent to an alternative
form of such report).

      "CMSA NOI Adjustment Worksheet": A report substantially in the form of,
and containing the information called for in, the downloadable form of the "NOI
Adjustment Worksheet" available as of the Closing Date on the CMSA Website, or
such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally (unless the
Directing Certificateholder and the Rating Agencies otherwise consent to an
alternative form of such report), and in any event, shall present the
computations made in accordance with the methodology described in such form to
"normalize" the full year net operating income or net cash flow, as applicable,
and debt service coverage numbers used in the other reports required by this
Agreement.

      "CMSA Operating Statement Analysis Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Operating Statement Analysis Report" available as of the Closing Date on
the CMSA Website or in such other form for the presentation of such information
and containing such additional information as may from time to time be
recommended by the CMSA for commercial mortgage-backed securities transactions
generally (unless the Directing Certificateholder and the Rating Agencies
otherwise consent to an alternative form of such report).

      "CMSA Property File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "Property
File" available as of the Closing Date on the CMSA Website, or such other form
for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally (unless the Directing
Certificateholder and the Rating Agencies otherwise consent to an alternative
form of such report).

      "CMSA Realized Loss Report": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "Realized
Loss Report" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally.

      "CMSA Reconciliation of Funds": A report substantially in the form of, and
containing the information called for in, the downloadable form of the
"Reconciliation of Funds" available as of the Closing Date on the CMSA Website,
or in such other form for the presentation of such information and containing
such additional information as may from time to time be recommended by the CMSA
for commercial mortgage-backed securities transactions generally.

      "CMSA REO Status Report": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "REO
Status Report" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally (unless the
Directing Certificateholder and the Rating Agencies otherwise consent to an
alternative form of such report).

      "CMSA Servicer Watch List": For any Determination Date, a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Servicer Watch List" available as of the Closing Date
on the CMSA Website, or such other form for the presentation of such information
and containing such additional information as may from time to time be
recommended by the CMSA for commercial mortgage-backed securities transactions
generally (unless the Directing Certificateholder and the Rating Agencies
otherwise consent to an alternative form of such report).

      "CMSA Special Servicer Loan File": A report substantially in the form of,
and containing the information called for in, the downloadable form of the
"Special Servicer Loan File" available as of the Closing Date on the CMSA
Website, or in such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally
(unless the Directing Certificateholder and the Rating Agencies otherwise
consent to an alternative form of such report).

      "CMSA Website": The CMSA's Website located at "www.cmbs.org" or such other
primary website as the CMSA may establish for dissemination of its report forms.

      "Code": The Internal Revenue Code of 1986 and regulations promulgated
thereunder, including proposed regulations to the extent that, by reason of
their proposed effective date, could, as of the date of any determination or
opinion as to the tax consequences of any action or proposed action or
transaction, be applied to the Trust or the Certificates.

      "Collateral Support Deficit":  As defined in Section 4.04.

      "Collection Account": One or more separate custodial accounts or, subject
to Section 3.04(h), sub-accounts created and maintained by each Master Servicer
or any Sub-Servicer on behalf of such Master Servicer pursuant to Section
3.04(a) in the name of the Trustee on behalf of the Certificateholders and any
related Junior Loan Holder(s) (other than a CBA B Loan Holder) and, with respect
to any CBA A/B Loan Pair after the occurrence of a CBA A/B Material Default, on
behalf of the related CBA B Loan Holder, as applicable, as their interests may
appear, into which the amounts set forth in Section 3.04(a) shall be deposited
directly, which account shall, subject to Section 3.04(h), be entitled
substantially as follows: "[name of subject Master Servicer], in trust for [name
of Trustee], as Trustee for the benefit of Holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2006-C1, and each related Junior Loan Holder, as applicable, as their interests
appear, Collection Account". Any such account or accounts or, subject to Section
3.04(h), sub-accounts shall be an Eligible Account and shall be part of the
Lower-Tier REMIC (except with respect to collections on the Carlton Court
Apartments Loan, which shall be part of the Carlton Court Apartments Loan
REMIC).

      "Column Performance Guarantee": The Guarantee dated as of March 22, 2006,
from the Column Performance Guarantor in favor of the Trustee, relating to the
obligations of the CSMC Mortgage Loan Seller under Section 7 of the CSMC
Mortgage Loan Purchase Agreement.

      "Column Performance Guarantor": Credit Suisse USA Inc., its successor in
interest or any successor guarantor under the Column Performance Guarantee.

      "Commission": The Securities and Exchange Commission.

      "Component": Any of the components of the Class A-X Certificates, which
components are the respective 24 Components listed below.

      "Component A-1": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LA-1 Lower-Tier Interest as of any date of
determination.

      "Component A-2": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LA-2 Lower-Tier Interest as of any date of
determination.

      "Component A-3": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LA-3 Lower-Tier Interest as of any date of
determination.

      "Component A-AB": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LA-AB Lower-Tier Interest as of any date of
determination.

      "Component A-4": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LA-4 Lower-Tier Interest as of any date of
determination.

      "Component A-1-A": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LA-1-A Lower-Tier Interest as of any date of
determination.

      "Component A-J": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LA-J Lower-Tier Interest as of any date of
determination.

      "Component A-M": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LA-M Lower-Tier Interest as of any date of
determination.

      "Component B": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LB Lower-Tier Interest as of any date of
determination.

      "Component C": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LC Lower-Tier Interest as of any date of
determination.

      "Component D": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LD Lower-Tier Interest as of any date of
determination.

      "Component E": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LE Lower-Tier Interest as of any date of
determination.

      "Component F": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LF Lower-Tier Interest as of any date of
determination.

      "Component G": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LG Lower-Tier Interest as of any date of
determination.

      "Component H": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LH Lower-Tier Interest as of any date of
determination..

      "Component J": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LJ Lower-Tier Interest as of any date of
determination.

      "Component K": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LK Lower-Tier Interest as of any date of
determination.

      "Component L": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LL Lower-Tier Interest as of any date of
determination.

      "Component M": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LM Lower-Tier Interest as of any date of
determination.

      "Component N": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LN Lower-Tier Interest as of any date of
determination.

      "Component O": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LO Lower-Tier Interest as of any date of
determination.

      "Component P": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LP Lower-Tier Interest as of any date of
determination.

      "Component Q": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LQ Lower-Tier Interest as of any date of
determination.

      "Component S": One of the 24 components of the Class A-X Certificates
having a Component Notional Amount equal to the then current Lower-Tier
Principal Amount of the Class LS Lower-Tier Interest as of any date of
determination.

      "Component Notional Amount": With respect to each Component and any date
of determination, an amount equal to the then Lower-Tier Principal Amount of its
Corresponding Uncertificated Lower-Tier Interest.

      "Control Appraisal Event" shall mean with respect to the Carlton Court
Apartments Loan that (a) (1) the initial Carlton Court Apartments Non-Pooled
Portion principal balance minus (2) the sum of (x) any payments of principal
(whether as prepayments or otherwise) allocated to, and received on, the Carlton
Court Apartments Non-Pooled Portion, (y) any Appraisal Reduction Amounts and (z)
any realized losses with respect to the Carlton Court Apartments Loan, is less
than (b) 25% of the initial Carlton Court Apartments Non-Pooled Portion
principal balance.

      "Controlling Class": As of any date of determination, the most subordinate
Class of Sequential Pay Certificates then outstanding that has a Class Principal
Balance at least equal to 25% of the initial Class Principal Balance of such
Class; or, if no such Class exists, the most subordinate Class of Sequential Pay
Certificates then outstanding that has a Class Principal Balance greater than
zero. As of the Closing Date, the Controlling Class shall be the Class O
Certificates. For purposes of this definition, the respective Classes of the
Class A Sequential Pay Certificates shall be treated as a single Class and, if
appropriate under the terms of this definition, shall collectively constitute
the Controlling Class. With respect to the Class CCA Certificates, the
Controlling Class shall be the Class CCA Certificates until a Control Appraisal
Event has occurred, provided, that if a Control Appraisal Event has occurred
with respect to the Carlton Court Apartments Loan, then the Controlling Class
with respect to the Carlton Court Apartments Loan shall be the Controlling Class
for the Regular Certificates.

      "Controlling Class Certificateholder": Each Holder (or Certificate Owner,
if applicable) of a Certificate of the Controlling Class as certified by the
Certificate Registrar to the Trustee from time to time.

      "Co-op Loan": Any Loan that, as of the date it is first included in the
Trust Fund, is secured by a Mortgage that encumbers a residential cooperative
property, as identified on the Mortgage Loan Schedule.

      "Corporate Trust Office": The corporate trust office of the Trustee at
which at any particular time its mortgage-backed securities trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at, with respect to Certificate transfers
and surrenders, at Sixth Street and Marquette Avenue, Minneapolis, Minnesota
55479-0113 and, for all other purposes, at 9062 Old Annapolis Road, Columbia,
Maryland 21045-1951, or at such other address as the Trustee or Certificate
Registrar may designate from time to time by notice to the Certificateholders,
the Depositor, the Master Servicers and the Special Servicers.

      "Corrected  Loan":  Any  Specially  Serviced  Loan  that has
become current and remained  current for three  consecutive  Monthly  Payments

(for such purposes taking into account any modification or amendment of the
subject Loan or any Junior Loan, as the case may be) and as to which Loan or
Junior Loan, as the case may be, the Special Servicer has returned servicing to
the Master Servicer pursuant to Section 3.21(a).

      "Corresponding Certificates": As defined in the Preliminary Statement
hereto.

      "Corresponding Components": As defined in the Preliminary Statement
hereto.

      "Corresponding Uncertificated REMIC I Interests": As defined in the
Preliminary Statement hereto.

      "Crossed Group": Any group of Loans that is cross-defaulted and
cross-collateralized with each other.

      "Crossed  Loan":  Any  Loan  which  is  cross-defaulted  and
cross-collateralized with any other Loan.

      "Crossed Loan Repurchase Criteria": (i) The Debt Service Coverage Ratio
for all related Crossed Loans remaining in the Trust Fund for the four calendar
quarters immediately preceding the repurchase or substitution is not less than
the greater of (a) the Debt Service Coverage Ratio for all such related Crossed
Loans, together with the affected Crossed Loan, for the four calendar quarters
immediately preceding the repurchase or substitution and (b) 1.25x, (ii) the
Loan-to-Value Ratio for any related Crossed Loans remaining in the Trust Fund
determined at the time of repurchase or substitution based upon an Appraisal
obtained by the Special Servicer at the expense of the related Responsible Party
is not greater than the least of (a) the Loan-to-Value Ratio for all such
related Crossed Loans, together with the affected Crossed Loan, as set forth in
the tables on Exhibit A-1 to the Prospectus Supplement, (b) the Loan-to-Value
Ratio for all such related Crossed Loans, together with the affected Crossed
Loan, determined at the time of repurchase or substitution based upon an
Appraisal obtained by the applicable Special Servicer at the expense of the
related Responsible Party and (c) 75%, and (iii) the Trustee receives an Opinion
of Counsel (at the expense of the related Responsible Party) to the effect that
such repurchase or substitution will not result in the imposition of a tax on
the Trust Fund or its assets, income or gain, cause the remaining Crossed Loans
to have been significantly modified under the REMIC Provisions or cause any
Trust REMIC to fail to qualify as a REMIC for federal or applicable state tax
purposes at any time that any of the Certificates are outstanding.

      "CSMC Loans": The mortgage loans transferred to the Depositor pursuant to
the CSMC Mortgage Loan Purchase Agreement and identified on Schedule II thereto,
together with any mortgage loans substituted in replacement thereof pursuant to
the CSMC Mortgage Loan Purchase Agreement.

      "CSMC Mortgage Loan Purchase Agreement": The agreement between the
Depositor as purchaser and the CSMC Mortgage Loan Seller as seller, dated as of
March 1, 2006, relating to the transfer of all of the CSMC Mortgage Loan
Seller's right, title and interest in and to the mortgage loans identified on
Schedule II thereto.

      "CSMC Mortgage Loan Seller" or "Column": Column Financial, Inc., a
Delaware corporation, and its successors in interest.

      "Cure Event": The exercise by any Saint Louis Galleria Junior Loan Holder
of the cure rights set forth in the related Intercreditor Agreement or the
Directing Certificateholder of the Class CCA Certificates of the cure rights set
forth in this Agreement, whether for one month, or for consecutive months in the
aggregate.

      "Cure Payments": Either (X) with respect to any Loan Combination, as to
which the related Intercreditor Agreement provides that a Junior Loan Holder
shall be entitled to cure a default under the related Loan, the payment that
such Junior Loan Holder makes to the applicable Master Servicer or Special
Servicer, as applicable, which payments shall consist (without duplication) of
all actual costs, expenses, losses, obligations, damages, penalties, and
disbursements imposed on or incurred (whether or not yet paid) by the applicable
Master Servicer or Special Servicer (including, without limitation, all
unreimbursed Advances (without regard to whether such Advance would be a
Nonrecoverable Advance) and any interest accrued thereon, Default Interest and
any servicing compensation incurred with respect to the related Loan) during the
period of time from the expiration of the grace period under such Loan until
such Cure Payment is made or such other cure is otherwise effected or (Y)
payments made by the Directing Certificateholder of the Class CCA Certificates
pursuant to Section 3.33(c), which payments shall consist (without duplication)
of (i) all amounts that would be allocable to the Carlton Court Apartments
Pooled Portion pursuant to clauses first through fourth of Section 3.33(a) with
respect to the Distribution Date related to the most recent Due Date on the
Carlton Court Apartments Loan as if no default existed under the Carlton Court
Apartments Loan, (ii) the full amount of all unreimbursed P&I Advances and
Servicing Advances with respect to the Carlton Court Apartments Loan, together
with interest thereon, and any other Trust Fund expenses related to the Carlton
Court Apartments Loan and (iii) with respect to any default consisting of the
failure by the related Borrower to observe a covenant under the Carlton Court
Apartments Loan (other than the covenant to pay principal and interest and any
other amounts due to the lender thereunder) which failure can be cured by the
payment of money (including but not limited to the covenant of the Borrower to
pay property taxes and to maintain insurance), to the extent that a Servicing
Advance has not yet been made in respect of such default, the amount necessary
to allow the Servicer or Special Servicer to cure such default.

      "Cut-off Date": Individually and collectively, the respective Due Dates
for the Loans in March 2006.

      "Cut-off Date Principal Balance": With respect to any Loan or Junior Loan,
the outstanding principal balance of such Loan or Junior Loan as of the Cut-off
Date, after application of all payments of principal due on or before such date,
whether or not received.

      "Debt Service Coverage Ratio": With respect to any Loan (other than Co-op
Loans) for any twelve-month period covered by an annual operating statement for
the related Mortgaged Property, the ratio of (i) Net Operating Income produced
by the related Mortgaged Property during such period to (ii) the aggregate
amount of Monthly Payments (other than any Balloon Payment) due under such Loan
during such period; and with respect to Co-op Loans, as of any date of
determination, the ratio of (1) the Projected Net Cash Flow for the related
Mortgaged Property on an annualized basis to (2) the annualized amount of debt
service payable on that Co-op Loan.

      "Default Interest": With respect to any Loan, Junior Loan or REO Loan, any
amounts collected thereon, other than late payment charges or prepayment
consideration, that represent interest in excess of interest accrued on the
principal balance of such Loan, Junior Loan or REO Loan at the related Mortgage
Rate, such excess interest arising out of a default thereunder.

      "Defaulted Loan": A Loan that is (i) at least 60 days delinquent in
respect of its Monthly Payments, or (ii) delinquent in respect of its Balloon
Payment, if any, in each case, without giving effect to any grace period
permitted by the related Mortgage or Note or if any non-monetary event of
default occurs that results in the Loan becoming a Specially Serviced Loan;
provided, however, that no Monthly Payment (other than a Balloon Payment) shall
be deemed delinquent if less than ten dollars of all amounts due and payable on
such Loan or related Junior Loan has not been received.

      "Defaulting Party": As defined in Section 7.01(b).

      "Defeasance Collateral": As defined in Section 3.08.

      "Defeasance Loan": As defined in Section 3.08.

      "Defect": As defined in Section 2.02(e).

      "Deficient Valuation": With respect to any Loan (other than any Loan that
constitutes part of a Serviced Loan Combination), the Saint Louis Galleria Total
Loan or any CBA A/B Loan Pair, a valuation by a court of competent jurisdiction
of the related Mortgaged Property in an amount less than the then outstanding
principal balance of such Loan, the Saint Louis Galleria Total Loan or such CBA
A/B Loan Pair, as the case may be, which valuation results from a proceeding
initiated under the Bankruptcy Code.

      "Definitive Certificate": A Certificate issued in registered, definitive
physical form.

      "Depositor": Credit Suisse First Boston Mortgage Securities Corp., a
Delaware corporation, or its successor in interest.

      "Depository": The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates, is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(3) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act.

      "Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

      "Determination Date": With respect to any Distribution Date, the close of
business on the 11th day of the month in which such Distribution Date occurs, or
if such 11th day is not a Business Day, the Business Day immediately following
such 11th day.

      "Directing Certificateholder": The Controlling Class Certificateholder, or
its designee, selected by the holders or beneficial owners of more than 50% of
the Percentage Interests in the Controlling Class, by Certificate Principal
Balance, as certified by the Trustee from time to time, and as shall be
evidenced by notice delivered by the Directing Certificateholder to the parties
hereto and the prior Directing Certificateholder, if any; provided, however,
that until a Directing Certificateholder is so selected or after receipt of a
notice from the Holders of more than 50% of the Percentage Interests in the
Controlling Class that a Directing Certificateholder is no longer designated,
the Controlling Class Certificateholder that beneficially owns the largest
aggregate Certificate Principal Balance of the Controlling Class shall be the
Directing Certificateholder. The initial Directing Certificateholder will be
Hyperion Brookfield Asset Management Inc. No appointment of any other Person as
a Directing Certificateholder shall be effective until such Person provides the
Trustee, the Master Servicers and the Special Servicers with written
confirmation of its acceptance of such appointment, an address and telecopy
number for the delivery of notices and other correspondence and a list of
officers or employees of such Person with whom the parties to this Agreement may
deal (including their names, titles, work addresses and telecopy numbers). If no
Person is appointed a Directing Certificateholder, the Master Servicers, the
Special Servicers and the Trustee shall not be required to recognize the
Controlling Class Certificateholder that beneficially owns the largest aggregate
Certificate Principal Balance of the Controlling Class as the Directing
Certificateholder until such Controlling Class Certificateholder provides an
address and telecopy number for the delivery of notices and other correspondence
and a list of officers or employees of such Person with whom the parties to this
Agreement may deal (including their names, titles, work addresses and telecopy
numbers). With respect to the Class CCA Certificates, the Directing
Certificateholder of such Classes shall be selected by the Holders of 50% of the
Percentage Interests in the Class CCA Certificates.

      "Directly Operate": With respect to any REO Property, the furnishing or
rendering of services to the tenants thereof that are not (within the meaning of
Treasury Regulations Section 1.512(b)-1(c)(5)) customarily provided to tenants
in connection with the rental of space for occupancy, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale to customers in the ordinary course of a trade or business, the performance
of any construction work thereon or any use of such REO Property in a trade or
business conducted by the Trust Fund, in each case other than through an
Independent Contractor; provided, however, that the Trustee (or the applicable
Master Servicer or Special Servicer on behalf of the Trustee) shall not be
considered to Directly Operate an REO Property solely because the Trustee (or
the applicable Master Servicer or Special Servicer on behalf of the Trustee)
establishes rental terms, chooses tenants, enters into or renews leases, deals
with taxes and insurance or makes decisions as to repairs (of the type that
would be deductible under Section 162 of the Code) or capital expenditures with
respect to such REO Property.

      "Disclosure Documents": Collectively, the Time of Sale Information and the
Prospectus.

      "Disqualified Organization": Any of (i) the United States, any State or
political subdivision thereof, any possession of the United States or any agency
or instrumentality of any of the foregoing (other than an instrumentality that
is a corporation if all of its activities are subject to tax and, except for
FHLMC, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization or any agency
or instrumentality of any of the foregoing, (iii) any organization (other than
certain farmers' cooperatives described in Section 521 of the Code) that is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code and (v) any other Person so designated by the Master Servicer or the
Trustee based upon an Opinion of Counsel provided to the Trustee (which shall
not be an expense of the Trustee) that the holding of an Ownership Interest in a
Class R Certificate by such Person may cause the Carlton Court Apartments Loan
REMIC, the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a
REMIC or any Person having an Ownership Interest in any Class of Certificates
(other than such Person) to incur a liability for any federal tax imposed under
the Code that would not otherwise be imposed but for the Transfer of an
Ownership Interest in a Class R Certificate to such Person. The terms "United
States," "State" and "international organization" shall have the meanings set
forth in Section 7701 of the Code or successor provisions.

      "Distribution Account": The account, accounts or, subject to Section
3.04(i), sub-accounts (including the Carlton Court Apartments Loan REMIC
Distribution Account and sub-accounts for the Lower-Tier REMIC and the
Upper-Tier REMIC) created and maintained by the Trustee, pursuant to Section
3.04(b), in trust for the Certificateholders, which, subject to Section 3.04(i),
shall be entitled "Wells Fargo Bank, N.A. [or name of any successor Trustee], as
Trustee, for the benefit of Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2006-C1,
Distribution Account." Any such account or sub-account shall be an Eligible
Account or, subject to Section 3.04(i), a sub-account of an Eligible Account.

      "Distribution Date": With respect to any month, the fourth Business Day
after the Determination Date of such month, commencing in April 2006.

      "Do Not Hire List": The list, as may be updated at any time, provided by
the Depositor to the Master Servicers (other than Master Servicer No. 1),
Special Servicers (other than Special Servicer No. 1) and Trustee, which lists
certain parties identified by the Depositor as having materially failed to
comply with their respective obligations under Article XI of this Agreement or
as having materially failed to comply with any similar Regulation AB reporting
requirements under any pooling and servicing agreement relating to any other
series of certificates offered by the Depositor.

      "Due Date": With respect to (i) any Loan or Junior Loan, on or prior to
its Maturity Date, the day of the month set forth in the related Note on which
each Monthly Payment thereon is scheduled to be first due (without giving effect
to any grace period with respect to late Monthly Payments), (ii) any Loan or
Junior Loan, after the Maturity Date therefor, the day of the month set forth in
the related Note on which each Monthly Payment on such Loan or Junior Loan had
been scheduled to be first due (without giving effect to any grace period) and
(iii) any REO Loan, the day of the month set forth in the related Note on which
each Monthly Payment on the related Loan or Junior Loan, as applicable, had been
scheduled to be first due (without giving effect to any grace period).

      "Due Period": With respect to each Distribution Date, the period
commencing immediately following the Determination Date in the calendar month
preceding the month in which such Distribution Date occurs and ending on and
including the Determination Date in the calendar month in which such
Distribution Date occurs.

      "EDGAR" The Electronic Data Gathering, Analysis, and Retrieval System of
the Commission, which is the computer system for the receipt, acceptance, review
and dissemination of documents submitted to the Commission in electronic format.

      "Eligible Account": Either (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company (including
the Trustee) the long-term unsecured debt obligations of which are rated at
least "AA" by S&P and Fitch (or, in either case, "A" if the short-term debt
obligations thereof have a short-term rating of not less than "A-1" by S&P or
"F1" by Fitch, as applicable), if the deposits are to be held in such account
for more than 30 days, or the short-term debt obligations of which have a
short-term rating of not less than "A-1" by S&P and "F1" by Fitch, if the
deposits are to be held in such account for 30 days or less, or such other
account or accounts with respect to which each of the Rating Agencies shall have
confirmed in writing that the then-current rating assigned to any of the
Certificates that are currently being rated by such Rating Agency will not be
qualified (as applicable), downgraded or withdrawn by reason thereof or (ii) a
segregated trust account or accounts maintained with the corporate trust
department of a federal- or state-chartered depository institution or trust
company that, in either case, has a combined capital and surplus of at least
$50,000,000 and has corporate trust powers, acting in its fiduciary capacity,
provided that any state-chartered depository institution or trust company is
subject to regulation regarding fiduciary funds substantially similar to 12
C.F.R. ss. 9.10(b), (iii) in the case of Reserve Accounts and Servicing Accounts
with respect to NCB Loans, any account maintained with NCB, FSB (provided that
NCB, FSB has a combined capital and surplus of at least $40,000,000), (iv) an
account or accounts maintained with KeyBank so long as KeyBank shall have a
long-term unsecured debt rating of at least "A" from each of S&P and Fitch and a
short-term rating of at least "A-1" from S&P and "F1" from Fitch, (v) for so
long as GMAC Commercial Mortgage Corporation is acting as the Master Servicer, a
segregated trust account or accounts maintained at Escrow Bank, Midvale, Utah;
provided that Escrow Bank has corporate trust powers, is acting in its fiduciary
capacity and is subject to a regulation regarding fiduciary funds substantially
similar to Section 9.10(b) of Title 12 of the Code of Federal Regulations or
(vi) such other account or accounts with respect to which each of the Rating
Agencies shall have confirmed in writing that the then-current rating assigned
to any of the Certificates that are currently being rated by such Rating Agency
will not be qualified (as applicable), downgraded or withdrawn by reason
thereof. Eligible Accounts may bear interest. No Eligible Account shall be
evidenced by a certificate of deposit, passbook or other similar instrument.

      "Environmental Assessment": A "Phase I environmental assessment" as
described in and meeting the criteria of the American Society of Testing
Materials Standard E 1527-94 or any successor thereto published by the American
Society of Testing Materials.

      "Environmental Insurance Policy": With respect to any Loan, any insurance
policy covering Insured Environmental Events that is maintained from time to
time in respect of such Loan or the related Mortgaged Property.

      "Environmental Insurer": The provider of insurance pursuant to any
Environmental Insurance Policy.

      "ERISA": The Employee Retirement Income Security Act of 1974, as amended.

      "Escrow Payment": Any payment received by a Master Servicer for the
account of any Borrower for application toward the payment of real estate taxes,
assessments, Insurance Policy premiums and similar items in respect of the
related Mortgaged Property, including amounts for deposit to any reserve
account.

      "Euroclear": The Euroclear System.

      "Event of Default": One or more of the events described in Section
7.01(a).

      "Excess Interest": With respect to each of the ARD Loans or any successor
REO Loan with respect thereto, interest accrued on such ARD Loan or REO Loan, as
the case may be, and allocable to the Excess Rate. The Excess Interest is an
asset of the Trust Fund, but shall not be an asset of any Trust REMIC.

      "Excess Interest Distribution Account": The trust account, accounts or,
subject to Section 3.04(i), sub-account created and maintained by the Trustee,
pursuant to Section 3.04(c), in trust for the Certificateholders, which, subject
to Section 3.04(i), shall be entitled "Wells Fargo Bank, N.A. [or name of any
successor Trustee]," as Trustee, in trust for Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2006-C1, Excess Interest Distribution Account" and which shall be an
Eligible Account or, subject to Section 3.04(i), a sub-account of an Eligible
Account. The Excess Interest Distribution Account shall not be an asset of
either Trust REMIC or of the Carlton Court Apartments Loan REMIC.

      "Excess Liquidation Proceeds": The excess, if any, of (a) the Liquidation
Proceeds from the sale or liquidation of a Specially Serviced Loan or REO
Property, net of (i) interest on any related Advances and (ii) any related
Servicing Advances, over (b) the amount needed to pay off in full such Loan (or
if such amount relates to a Loan Combination, the amount needed to pay off such
Loan Combination) or the related REO Loan(s) and all amounts due with respect
thereto.

      "Excess Liquidation Proceeds Account": The trust account, accounts or,
subject to Section 3.04(i), sub-account created and maintained by the Trustee,
pursuant to Section 3.04(d), in trust for the Certificateholders, which, subject
to Section 3.04(i), shall be entitled "Wells Fargo Bank, N.A. [or name of any
successor Trustee], as Trustee, in trust for the registered holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2006-C1." The Excess Liquidation Proceeds Account shall be
an asset of the Lower-Tier REMIC (other than with respect to the Carlton Court
Apartments Loan REMIC), and with respect to the Carlton Court Apartments Loan
REMIC shall be an "outside reserve fund" beneficially owned by the Holders of
the Class R Certificates, who shall be treated as the beneficial owners thereof
for federal income tax purposes and taxable on all reinvestment income thereon,
and (notwithstanding that such funds are to be held for the benefit of the
Holders of the Regular Certificates until the termination of the Trust Fund
pursuant to Section 9.01 hereof) to whom any distribution of Excess Liquidation
Proceeds from the Carlton Court Apartments Loan REMIC shall be deemed to be
made. Any such account or, subject to Section 3.04(i), sub-account shall be an
Eligible Account.

      "Excess Rate": With respect to each ARD Loan (and each REO Loan that
relates to an ARD Loan) after the related Anticipated Repayment Date, the excess
of (i) the applicable Revised Rate over (ii) the applicable Mortgage Rate, each
as initially set forth in the Mortgage Loan Schedule.

      "Excess Servicing Strip": Solely with respect to the Loans serviced by
Master Servicer No. 2 and Master Servicer No. 3,, with respect to any Loan or
any successor REO Loan with respect thereto, the portion of the related Master
Servicing Fee calculated at an annual rate equal to the excess, if any, of the
related Master Servicing Fee Rate over 0.005% (0.5 basis points) per annum,
subject to reduction by the Trustee pursuant to Section 3.11(a).

      "Exchange Act": The Securities Exchange Act of 1934, as amended from time
to time.

      "Exchange Act Report": The monthly Statement to Certificateholders to be
filed with the Commission, under cover of the related form required by the
Exchange Act.

      "Exemption Favored Party": Any of (i) Credit Suisse Securities (USA) LLC,
(ii) any Person directly or indirectly, through one or more intermediaries,
controlling, controlled by or under common control with Credit Suisse Securities
(USA) LLC, and (iii) any member of any underwriting syndicate or selling group
of which any Person described in clauses (i) and (ii) is a manager or co-manager
with respect to a Class of Certificates (other than the Class R and Class V
Certificates) that is investment grade rated by at least one Rating Agency.

      "Fair Value": As defined in Section 3.18(b).

      "FDIC": Federal Deposit Insurance Corporation or any successor.

      "Fed Ex Central Distribution Center Loan": The loan on the mortgage
schedule identified as the Fed Ex Central Distribution Center Loan the terms of
which provide for the payment of a fixed amount of interest during an
interest-only period calculated on a 30/360 Basis, followed by fixed payments of
principal and interest based on a thirty (30) year amortization schedule and
calculated on an Actual/360 Basis.

      "FHLMC": Federal Home Loan Mortgage Corporation or any successor.

      "Final Distribution Date": The final Distribution Date on which any
distributions are to be made hereunder on the Certificates in connection with
the termination of the Trust.

      "Final Recovery Determination": A determination by the applicable Special
Servicer with respect to any defaulted Loan, Junior Loan or any REO Property
that there has been a recovery of all Insurance and Condemnation Proceeds,
Liquidation Proceeds and other payments or recoveries that, in the Special
Servicer's reasonable good faith judgment, exercised without regard to any
obligation of the Special Servicer to make payments from its own funds pursuant
to Section 3.07(b), will ultimately be recoverable.

      "Fitch": Fitch, Inc. or its successor in interest. If neither such rating
agency nor any successor remains in existence, "Fitch" shall be deemed to refer
to such other nationally recognized statistical rating agency or other
comparable Person designated by the Depositor, notice of which designation shall
be given to the other parties hereto, and specific ratings of Fitch, Inc. herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated. References herein to "applicable rating category" (other than such
references to "highest applicable rating category") shall, in the case of Fitch,
be deemed to refer to such applicable rating category of Fitch, without regard
to any plus or minus or other comparable rating qualification.

      "Fixed Interest Period": With respect to the Fed Ex Central Distribution
Center Loan, the period during which monthly debt service payments with respect
to such Fed Ex Central Distribution Center Loan consist of the payment of
interest only.

      "FNMA": Federal National Mortgage Association or any successor thereto.

      "Form 8-K Disclosure Information": As defined in Section 11.09.

      "GAAP": Generally Accepted Accounting Principles in the United States.

      "Global Certificate": With respect to any Class of Non-Registered
Certificates, any related Regulation S Global Certificate or Rule 144A Global
Certificate.

      "GMACCM": As defined in the Preliminary Statement to this Agreement.

      "GMACCM Loan": The mortgage loans transferred to the Depositor pursuant to
the GMACCM Mortgage Loan Purchase Agreement and identified on Schedule II
thereto, together with any mortgage loans substituted in replacement thereof
pursuant to the GMACCM Mortgage Loan Purchase Agreement.

      "GMACCM Mortgage Loan Purchase Agreement": The agreement between the
Depositor as purchaser and the GMACCM Mortgage Loan Seller as seller, dated as
of March 1, 2006, relating to the transfer of all of the GMACCM Mortgage Loan
Seller's right, title and interest in and to the mortgage loans identified on
Schedule II thereto.

      "Grantor Trust": The portion of the Trust Fund consisting of the Excess
Interest, proceeds thereof and the Excess Interest Distribution Account,
intended to be treated as a grantor trust as defined under subpart E of Part 1
of subchapter J of the Code.

      "Group A Loan": Any Loan identified on the Mortgage Loan Schedule as
belonging to Servicing Group A, together with any other Loan that is substituted
in replacement thereof pursuant to or as contemplated by the related Mortgage
Loan Purchase Agreement.

      "Group B Loan": Any Loan identified on the Mortgage Loan Schedule as
belonging to Servicing Group B, together with any other Loan that is substituted
in replacement thereof pursuant to or as contemplated by the related Mortgage
Loan Purchase Agreement.

      "Group C Loan": Any Loan identified on the Mortgage Loan Schedule as
belonging to Servicing Group C, together with any other Loan that is substituted
in replacement thereof pursuant to or as contemplated by the related Mortgage
Loan Purchase Agreement.

      "Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes or substances, including, without limitation, those so
identified pursuant to CERCLA or any other federal, state or local environmental
related laws and regulations, and specifically including, without limitation,
asbestos and asbestos-containing materials, polychlorinated biphenyls, radon
gas, petroleum and petroleum products, urea formaldehyde and any substances
classified as being "in inventory," "usable work in process" or similar
classification which would, if classified as unusable, be included in the
foregoing definition.

      "Independent": When used with respect to any specified Person, any such
Person that (i) is in fact independent of the Depositor, each Junior Loan
Holder, each Master Servicer, each Special Servicer, the Trustee and any and all
Affiliates thereof, (ii) does not have any material direct financial interest in
or any material indirect financial interest in any of the Depositor, any Junior
Loan Holder, any Master Servicer, any Special Servicer or any Affiliate thereof,
and (iii) is not connected with the Depositor, any Junior Loan Holder, any
Master Servicer, any Special Servicer or any Affiliate thereof as an officer,
employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions; provided, however, that a Person shall not fail to be
Independent of the Depositor, any Junior Loan Holder, any Master Servicer, any
Special Servicer, the Trustee or any Affiliate thereof merely because such
Person is the beneficial owner of 1% or less of any class of debt or equity
securities issued by the Depositor, such Junior Loan Holder, such Master
Servicer, such Special Servicer, the Trustee or any Affiliate thereof, as the
case may be, provided that such ownership constitutes less than 1.0% of the
total assets of such Person.

      "Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Trust Fund within the meaning of
Section 856(d)(3) of the Code if the Trust Fund were a real estate investment
trust (except that the ownership test set forth in that Section shall be
considered to be met by any Person that owns, directly or indirectly, 35% or
more of any Class of Certificates, or such other interest in any Class of
Certificates as is set forth in an Opinion of Counsel, which shall be at no
expense to the Trustee, any Master Servicer or the Trust, delivered to the
Trustee and the applicable Master Servicer), so long as the Trust Fund does not
receive or derive any income from such Person and provided that the relationship
between such Person and the Trust Fund is at arm's length, all within the
meaning of Treasury Regulations Section 1.856-4(b)(5) (except that no Master
Servicer or Special Servicer shall be considered to be an Independent Contractor
under the definition in this clause (i) unless an Opinion of Counsel (at the
expense of the party seeking to be deemed an Independent Contractor) has been
delivered to the Trustee to that effect or (ii) any other Person (including the
Master Servicers and the Special Servicers) upon receipt by the Trustee and the
applicable Master Servicer of an Opinion of Counsel (at the expense of the party
seeking to be deemed an Independent Contractor), to the effect that the taking
of any action in respect of any REO Property by such Person, subject to any
conditions therein specified, that is otherwise herein contemplated to be taken
by an Independent Contractor will not cause such REO Property to cease to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or cause any income realized in respect of such REO Property to fail to
qualify as Rents from Real Property (provided that such income would otherwise
so qualify).

      "Independent Director": A duly appointed member of the board of directors
of the relevant entity who shall not have been, at the time of such appointment,
at any time after appointment, or at any time in the preceding five years, (i) a
direct or indirect legal or beneficial owner in such entity or any of its
affiliates, (ii) a creditor, supplier, employee, officer, director, manager or
contractor of such entity or any of its affiliates, (iii) a person who controls
such entity or any of its affiliates, or (iv) a member of the immediate family
of a person defined in (i), (ii) or (iii) above.

      "Initial LTV Co-op Basis": With respect to any Co-op Loan, the related
loan-to-value ratio specified on the Mortgage Loan Schedule.

      "Initial Purchaser": Credit Suisse Securities (USA) LLC, as initial
purchaser of the Non-Registered Certificates.

      "Initial Resolution Period": As defined in Section 2.03(b).

      "Initial Review Period": As defined in Section 3.21(e).

      "Institutional Accredited Investor" or "IAI": An "accredited investor" as
defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the
Securities Act or any entity in which all of the equity owners come within such
paragraphs.

      "Institutional Lender/Owner": One or more of the following: (i) a bank,
saving and loan association, investment bank, insurance company, real estate
investment trust, trust company, commercial credit corporation, pension plan,
pension fund or pension advisory firm, mutual fund, government entity or plan,
(ii) an investment company, money management firm or "qualified institutional
buyer" within the meaning of Rule 144A under the Securities Act, which is
regularly engaged in the business of making or owning mezzanine loans of similar
types to the mezzanine loan in the question, (iii) a trustee in connection with
a securitization of the mezzanine loan, so long as such trustee or the servicer
therefor is an entity that otherwise would be an Institutional Lender/Owner,
(iv) an institution substantially similar to any of the foregoing, in each case
of clauses (i), (ii), (iii) or (iv) of this definition, which (A) has total
assets (in name or under management) in excess of $600,000,000 and (except with
respect to a pension advisory firm or similar fiduciary) capital/statutory
surplus or shareholder's equity of $200,000,000 and (B) is regularly engaged in
the business of making or owning commercial loans or (v) an entity Controlled
(as defined below) by the Underwriters or any of the entities described in
clause (i) above. For purposes of this definition only, "Control" means the
ownership, directly or indirectly, in the aggregate of more than fifty percent
(50%) of the beneficial ownership interests of an entity and the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of an entity, whether through the ability to exercise
voting power, by contract or otherwise ("Controlled" has the meaning correlative
thereto). The applicable Special Servicer shall obtain from the proposed
transferee, and shall be entitled to rely on, (i) an officer's certificate of a
proposed transferee that such transferee satisfies the requirements of this
definition and (ii) in the case of any proposed transferee that is an entity
described in and meeting the criteria in clauses (i)-(iv) of the immediately
preceding sentence, the most recent financial statements of such transferee.

      "Insurance and Condemnation Proceeds": All proceeds (net of expenses of
collection) paid under any Insurance Policy or in connection with the full or
partial condemnation of a Mortgaged Property, in either case, to the extent such
proceeds are not applied to the restoration of the related Mortgaged Property or
released to the Borrower, in either case, in accordance with the Servicing
Standard.

      "Insurance Policy": With respect to any Loan, Junior Loan or REO Property,
any hazard insurance policy, flood insurance policy, title insurance policy,
earthquake insurance policy, environmental insurance policy, business
interruption insurance policy or other insurance policy that is maintained from
time to time in respect of such Loan, Junior Loan (or the related Mortgaged
Property) or such REO Property, as the case may be.

      "Insured Environmental Event": As defined in Section 3.07.

      "Intercreditor Agreement": The Saint Louis Galleria Intercreditor
Agreement or any CBA Intercreditor Agreement, individually or collectively, as
the case may be.

      "Interest Accrual Period": With respect to any Class of Regular
Certificates, any Uncertificated Lower-Tier Interest or either Carlton Court
Apartments Loan REMIC Regular Interest and any Distribution Date, the calendar
month preceding the month in which such Distribution Date occurs. Each Interest
Accrual Period shall be deemed for purposes of this definition to consist of 30
days.

      "Interest-Only Certificates": Collectively, the Class A-X and Class A-Y
Certificates.

      "Interest Reserve Account": The account, accounts or, subject to Section
3.04(i), sub-accounts created and maintained by the Trustee, pursuant to Section
3.28, in trust for the Certificateholders, which, subject to Section 3.04(i),
shall be entitled "Wells Fargo Bank, N.A. [or name of any successor Trustee], as
Trustee, in trust for the registered holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2006-C1, Interest Reserve Account," and which shall be an Eligible Account or,
subject to Section 3.04(i), a sub-account of an Eligible Account.

      "Interest Reserve Loan": Any Loan that accrues interest on an Actual/360
Basis (or any successor REO Loan with respect thereto).

      "Interest Shortfall Amount": As to any Distribution Date and any Class of
Regular Certificates, the amount, if any, by which the amount distributed on
such Class on such Distribution Date in respect of interest is less than the
related Optimal Interest Distribution Amount.

      "Interested Person": The Depositor, any Master Servicer, any Special
Servicer, any Independent Contractor engaged by a Special Servicer, any Holder
of a Certificate or any Affiliate of any such Person.

      "Investment Account": As defined in Section 3.06(a).

      "Issue Price": With respect to each Class of Certificates, the "issue
price" as defined in the REMIC Provisions.

      "Junior Loans": The Saint Louis Galleria Junior Loans and the CBA B Loans,
collectively or individually, as the case may be, each of which are subordinate
in right of payment to the related A Loan.

      "Junior Loan Custodial Account": Each of the custodial accounts or,
subject to Section 3.04(h), sub-accounts (none of which are included in the
Trust Fund) created and maintained by the applicable Master Servicer pursuant to
Section 3.04 on behalf of the respective Junior Loan Holders. Each Junior Loan
Custodial Account shall be maintained as an Eligible Account or, subject to
Section 3.04(h), a sub-account of an Eligible Account.

      "Junior Loan Holder": Any holder of a Junior Loan or any successor REO
Loan with respect thereto.

      "KeyBank": KeyBank National Association, a national banking association,
and its successors in interest.

      "KeyBank Loans": The mortgage loans transferred to the Depositor pursuant
to the KeyBank Mortgage Loan Purchase Agreement and identified on Schedule II
thereto, together with any mortgage loans substituted in replacement thereof
pursuant to the KeyBank Mortgage Loan Purchase Agreement.

      "KeyBank Mortgage Loan Purchase Agreement": The agreement between the
Depositor as purchaser and the KeyBank Mortgage Loan Seller as seller, dated as
of March 1, 2006, relating to the transfer of all of the KeyBank Mortgage Loan
Seller's right, title and interest in and to the mortgage loans identified on
Schedule II thereto.

      "KeyBank Mortgage Loan Seller": KeyBank National Association, a national
banking association, and its successors in interest.

      "KRECM": KeyCorp Real Estate Capital Markets, Inc., an Ohio corporation,
and its successors in interest.

      "Late Collections": With respect to any Loan or Junior Loan, all amounts
(except Penalty Charges) received thereon during any Due Period, whether as
payments, Insurance and Condemnation Proceeds, Liquidation Proceeds or
otherwise, which represent late payments or collections of principal or interest
due in respect of such Loan or Junior Loan (without regard to any acceleration
of amounts due thereunder by reason of default) on a Due Date in a previous Due
Period and not previously received. With respect to any REO Loan, all amounts
(except Penalty Charges) received in connection with the related REO Property
during any Due Period, whether as Insurance and Condemnation Proceeds,
Liquidation Proceeds, REO Revenues or otherwise, which represent late
collections of principal or interest due or deemed due in respect of such REO
Loan or the predecessor Loan (or predecessor Junior Loan, as the case may be)
(without regard to any acceleration of amounts due under the predecessor Loan
(or predecessor Junior Loan, as the case may be) by reason of default) on a Due
Date in a previous Due Period and not previously received.

      "Liquidation Event": With respect to any Loan or REO Property, any of the
following events: (i) payment in full of such Loan; (ii) the making of a Final
Recovery Determination with respect to such Loan or REO Property; (iii) the
repurchase or replacement of such Loan by or on behalf of the related
Responsible Party pursuant to Section 7 of the related Mortgage Loan Purchase
Agreement or, in the case of a CSMC Loan, pursuant to the Column Performance
Guarantee; (iv) the purchase of such Loan or REO Property by the Directing
Certificateholder or the Special Servicer or any assignee or Affiliate of either
of the foregoing pursuant to Section 3.18; (v) in the case of any Loan
Combination for which the related Intercreditor Agreement so provides, the
purchase of the related A Loan by a related Junior Loan Holder; (vi) the
purchase of such Loan by a related mezzanine lender pursuant to the terms of any
related intercreditor agreement; (vii) the sale or other liquidation of such REO
Property hereunder; (viii) the purchase of the Carlton Court Apartments Loan by
the Directing Certificateholder of the Class CCA Certificates pursuant to
Section 3.33; or (ix) the purchase of such Loan or REO Property) by the Holders
of more than 50% of the Percentage Interests in the Controlling Class, a Special
Servicer or a Master Servicer pursuant to Section 9.01.

      "Liquidation Fee": A fee payable to the applicable Special Servicer with
respect to each Specially Serviced Loan or REO Loan as to which the applicable
Special Servicer receives a full or discounted payoff with respect thereto from
the related Borrower or any Liquidation Proceeds with respect thereto, equal to
the product of the Liquidation Fee Rate and the proceeds of such full or
discounted payoff or the net Liquidation Proceeds (net of the related costs and
expenses associated with the related liquidation) related to such liquidated
Specially Serviced Loan or REO Loan, as the case may be; provided, however, that
no Liquidation Fee shall be payable with respect to clauses (iii), (iv) (so long
as the subject repurchase occurs within the applicable cure period set forth in
the related Mortgage Loan Purchase Agreement, as extended), (v) (with respect to
purchases of the Defaulted Loan by the related Junior Loan Holder, so long as
such repurchase occurs within 60 days (or 90 days in the case of the Saint Louis
Galleria Loan) from the date the related Loan becomes a Specially Serviced
Loan), or, (vii) (if the Carlton Court Apartments Loan is being purchased by the
Directing Certificateholder of the Class CCA Certificates so long as such Loan
is purchased during the Class CCA Purchase Option Period) or (viii) of the
definition of "Liquidation Proceeds" or, in connection with the purchase of a
Specially Serviced Loan by the applicable Special Servicer or the actual
purchase of a Loan by a mezzanine lender pursuant to the terms of any related
intercreditor agreement unless the purchase price with respect thereto includes
the liquidation fee.

      "Liquidation Fee Rate":  As defined in Section 3.11.

      "Liquidation Proceeds": Cash amounts (other than REO Revenues) actually
received by or on behalf of the Trust, net of expenses, in connection with: (i)
the liquidation of a Mortgaged Property or other collateral constituting
security for a defaulted Loan or Loan Combination (including in the case of any
Loan Combination, the default of the related Loan or Junior Loan, as applicable,
collectively), through trustee's sale, foreclosure sale, REO Disposition or
otherwise, exclusive of any portion thereof required to be released to the
related Borrower; (ii) the realization upon any deficiency judgment obtained
against a Borrower; (iii) the purchase of a Defaulted Loan by the Directing
Certificateholder or the applicable Special Servicer or any assignee or
Affiliate of either of the foregoing pursuant to Section 3.18; (iv) the
repurchase or replacement of a Loan by or on behalf of the related Responsible
Party pursuant to Section 7 of the related Mortgage Loan Purchase Agreement or,
in the case of a CSMC Loan, pursuant to the Column Performance Guarantee; (v) in
the case of any Loan Combination for which the related Intercreditor Agreement
so provides, the purchase of the related A Loan by any related Junior Loan
Holder; (vi) the purchase of any Loan or Loan Combination by a related mezzanine
lender; (vii) the purchase of the Carlton Court Apartments Loan by the Directing
Certificateholder of the Class CCA Certificates pursuant to Section 3.33; or
(viii) the purchase of all Loans by Holders of more than 50% of the Percentage
Interests in the Controlling Class, a Special Servicer or a Master Servicer
pursuant to Section 9.01.

      "Loan": Each of the mortgage loans transferred and assigned to the Trustee
pursuant to Section 2.01, and from time to time held in the Trust Fund,
including (i) any Loan that becomes a Specially Serviced Loan, and (ii) the
Carlton Court Apartments Loan, but which does not include any Junior Loan. As
used herein, the term "Loan" includes the related Note, Mortgage and other
documents contained in the related Mortgage File and any related agreements.

      "Loan Agreement": With respect to any Loan or Junior Loan, the loan
agreement, if any, between the related Mortgage Loan Originator and the
Borrower, pursuant to which such Loan or Junior Loan was made.

      "Loan Combination": With respect to any A Loan, such A Loan and the
related Junior Loan(s), collectively.

      "Loan Documents": With respect to each Loan or Junior Loan, to the extent
applicable, the Loan Agreement, the Mortgage, the Note, the Assignment of Leases
(if separate from the Mortgage), the Security Agreement, any cash management
agreement, any ground lease, any letters of credit, escrow or reserve account
information relating to the Additional Collateral Loans, any UCC Financing
Statements, the title insurance policy, all surveys, all insurance policies, any
environmental liability agreements, any escrow agreements for improvements or
lease-up, any guaranties related to such Loan or Junior Loan, any prior
assignments of mortgage in the event that the originator is not the originator
of record, any collateral assignments of property management agreements and
other services agreements required by the applicable commitment and other loan
documents, any preferred equity and mezzanine loan documents and all
modification, consolidation and extension agreements, if any.

      "Loan Group": Either of Loan Group No. 1 or Loan Group No. 2.

      "Loan Group No. 1": Collectively, all of the Loans that are identified on
the Mortgage Loan Schedule as belonging to Loan Group No. 1 and any successor
REO Loans with respect thereto.

      "Loan Group No. 2": Collectively, all of the Loans that are identified on
the Mortgage Loan Schedule as belonging to Loan Group No. 2 and any successor
REO Loans with respect thereto.

      "Loan REMIC Balance": With respect to the Carlton Court Apartments Loan
REMIC Regular Interests, the sum of the Stated Principal Balances of the Carlton
Court Apartments Pooled Portion and Carlton Court Apartments Non-Pooled Portion
from time to time.

      "Loan REMIC Regular Interest": Each of the Carlton Court Apartments Loan
REMIC Regular Interests.

      "Loan REMIC Remittance Rate": With respect to any Loan REMIC Regular
Interest for any Distribution Date, the Net Mortgage Pass-Through Rate in effect
for such Distribution Date with respect to the Carlton Court Apartments Pooled
Portion, the Carlton Court Apartments Non-Pooled Portion, as applicable, or any
successor REO Loan with respect thereto.

      "Loan REMIC Residual Interest": The Carlton Court Apartments Loan REMIC
Residual Interest.

      "Loan-to-Value Ratio": With respect to any Loan, as of any date of
determination, the fraction, expressed as a percentage, the numerator of which
is the principal balance of such Loan at the time of determination, and the
denominator of which is the Appraised Value of the related Mortgaged Property.

      "Lock-Box Account": With respect to any Mortgaged Property, the account,
if any, created pursuant to any documents relating to a Loan to receive revenues
therefrom. Any Lock-Box Account shall be beneficially owned for federal income
tax purposes by the Person who is entitled to receive the reinvestment income or
gain thereon in accordance with the terms and provisions of the related Loan and
Section 3.06, which Person (and not the Trust) may be taxed on all reinvestment
income or gain thereon. The applicable Master Servicer shall be permitted to
make withdrawals therefrom for deposit into the related Cash Collateral
Accounts.

      "Lock-Box Agreement": With respect to any Loan, the lock-box agreement, if
any, between the applicable Mortgage Loan Originator or the applicable Mortgage
Loan Seller and the related Borrower, pursuant to which the related Lock-Box
Account may have been established.

      "Lower-Tier Notional Balance": With respect to the Class LA-Y Lower-Tier
Interest, as of any date of determination, a notional amount equal to the then
Class A-Y Notional Amount.

      "Lower-Tier Principal Amount": With respect to any Uncertificated
Lower-Tier Interest (other than the Class LA-Y Lower-Tier Interest), as of any
date of determination, a principal amount equal to the Original Lower-Tier
Principal Amount of such Uncertificated Lower-Tier Interest as specified in the
Preliminary Statement hereto, as such principal amount may be permanently
reduced (to not less than zero) on each Distribution Date coinciding with or
preceding such date of determination by (i) any deemed distributions of
principal with respect to such Uncertificated Lower-Tier Interest on the subject
Distribution Date pursuant to Section 4.01 and (ii) any Collateral Support
Deficit allocated to such Uncertificated Lower-Tier Interest on the subject
Distribution Date pursuant to Section 4.04.

      "Lower-Tier REMIC": One of three separate REMICs comprising the Trust
Fund, the assets of which consist of the Loans (other than the Carlton Court
Apartments Loan and exclusive of any Broker Strip Interest and any Excess
Interest thereon), the Carlton Court Apartments Loan REMIC Regular Interests,
any REO Property with respect thereto (exclusive of any interest therein that a
Junior Loan Holder may have), such amounts (exclusive of any Broker Strip
Interest and any Excess Interest) as shall from time to time be held in a
Collection Account (other than with respect to the Carlton Court Apartments
Loan), the Interest Reserve Account (other than with respect to the Carlton
Court Apartments Loan), any REO Account (exclusive of any such amounts that are
allocable to a Junior Loan or the Carlton Court Apartments Loan), if any, and
related amounts held in the Distribution Account, and except as otherwise
provided in this Agreement, all other property included in the Trust Fund that
is not in the Upper-Tier REMIC and the Carlton Court Apartments Loan REMIC or
designated as a grantor trust asset in the Preliminary Statement hereto.

      "Lower-Tier Remittance Rate": With respect to any Uncertificated
Lower-Tier Interest, for any Distribution Date, either: (a) in the case of the
Class LA-Y Lower-Tier Interest, a per annum rate equal to the Class A-Y
Pass-Through Rate for such Distribution Date; (b) in the case of the Class LCCA
Lower-Tier Interest, the Pass-Through Rate of the Corresponding Certificates;
and (c) in the case of any other Uncertificated Lower-Tier Interest, the
Weighted Average Net Mortgage Pass-Through Rate for such Distribution Date.

      "MAI": Member of the Appraisal Institute.

      "Management Agreement": With respect to any Loan, the Management
Agreement, if any, by and between the Manager and the related Borrower, or any
successor Management Agreement between such parties.

      "Manager": With respect to any Loan, any property manager for the related
Mortgaged Property or Mortgaged Properties.

      "Master Servicer": With respect to (a) the Group A Loans and related
Junior Loans and any related REO Properties, and any matters relating to the
foregoing, Master Servicer No. 1, (b) the Group B Loans and any related REO
Properties, and any matters relating to the foregoing, Master Servicer No. 2,
and (c) the Group C Loans and any related REO Properties, and any matters
relating to the foregoing, Master Servicer No. 3.

      "Master Servicer No. 1": GMAC Commercial Mortgage Corporation, in its
capacity as master servicer with respect to the Group A Loans and related Junior
Loans and any related REO Properties hereunder, or any successor master servicer
appointed as provided herein with respect to the Group A Loans and related
Junior Loans and any related REO Properties.

      "Master Servicer No. 2": KRECM, in its capacity as master servicer with
respect to the Group B Loans and related Junior Loans and any related REO
Properties hereunder, or any successor master servicer appointed as provided
herein with respect to the Group B Loans and related Junior Loans and any
related REO Properties.

      "Master Servicer No. 3": NCB, FSB, in its capacity as master servicer with
respect to the Group C Loans and any related REO Properties hereunder, or any
successor master servicer appointed as provided herein with respect to the Group
C Loans and any related REO Properties.

      "Master Servicer Remittance Date": With respect to any Distribution Date,
the Business Day preceding such Distribution Date, commencing in April 2006.

      "Master Servicing Fee": With respect to each Loan (and any successor REO
Loan with respect thereto), the fee payable to the applicable Master Servicer
pursuant to the first paragraph of Section 3.11(a), computed on the same basis
and in the same manner as interest is computed on the related Loan.

      "Master Servicing Fee Rate": With respect to each Mortgage Loan and REO
Mortgage Loan, the rate per annum specified as such on the Mortgage Loan
Schedule; and with respect to each NCB Loan (or any successor REO Loan with
respect thereof), 0.08% per annum.

      "Material Breach": As defined in Section 2.03(b).

      "Material Document Defect": As defined in Section 2.03(b).

      "Maturity Date": With respect to any Loan or Junior Loan, as of any date
of determination, the date on which the last payment of principal is due and
payable under the related Note, after taking into account all Principal
Prepayments received prior to such date of determination, but without giving
effect to (i) any acceleration of the principal of such Loan or Junior Loan by
reason of default thereunder, (ii) any grace period permitted by the related
Note or (iii) any modification, waiver or amendment of such Loan or Junior Loan
granted or agreed to by the applicable Master Servicer or Special Servicer
pursuant to Section 3.20 occurring prior to such date of determination.

      "Mezzanine Loan": Any loan constituting "Mezzanine Debt," a "Mezzanine
Loan" or "Future Mezzanine Debt" as identified in Exhibit C-2 hereto.

      "Mezzanine Loan Collateral": With respect to any Mezzanine Loan, any
stock, partnership interests, membership interests or other equity interest in
the related Borrower that has been pledged pursuant to such Mezzanine Loan.

      "Mezzanine Loan Holder": With respect to any Mezzanine Loan, the Holder or
obligee thereof.

      "Monthly Interest Distribution Amount": As to any Distribution Date and
any Class of Regular Certificates, an amount of interest equal to (a) the
Accrued Certificate Interest Amount for such Class for such Distribution Date,
reduced (to not less than zero) by (b) that portion, if any, of the Uncovered
Prepayment Interest Shortfall Amount, if any, for such Distribution Date that is
allocable to such Class pursuant to Section 4.05(a). As to any Distribution Date
and any Uncertificated Lower-Tier Interest, an amount of interest equal to (a)
the Uncertificated Accrued Interest Amount for such Uncertificated Lower-Tier
Interest for such Distribution Date, reduced (to not less than zero) by (b) that
portion, if any, of the Uncovered Prepayment Interest Shortfall Amount, if any,
for such Distribution Date that is allocable to such Uncertificated Lower-Tier
Interest pursuant to Section 4.05(b). As to any Distribution Date and any Loan
REMIC Regular Interest, an amount of interest equal to (a) the Uncertificated
Accrued Interest Amount for such Loan REMIC Regular Interest for such
Distribution Date, reduced (to not less than zero) by (b) that portion, if any,
of the Uncovered Prepayment Interest Shortfall Amount, if any, for such
Distribution Date, that is allocable to such Loan REMIC Regular Interest
pursuant to Section 4.06(c). As to any Distribution Date and any Component of
the Class A-X Certificates, an amount of interest equal to (a) the Accrued
Component Interest Amount for such Component for such Distribution Date, reduced
(to not less than zero) by (b) that portion, if any, of the Uncovered Prepayment
Interest Shortfall Amount, if any, for such Distribution Date that is allocable
to such Component pursuant to Section 4.05(a).

      "Monthly Payment": With respect to any Loan (other than any REO Loan) and
any Due Date, the scheduled monthly payment of principal, if any, and interest
at the Mortgage Rate, excluding any Balloon Payment, which is payable by the
related Borrower on such Due Date under the related Note (as such terms may be
changed or modified in connection with a bankruptcy or similar proceeding
involving the related Borrower or by reason of a modification, waiver or
amendment of such Loan granted or agreed to by the applicable Master Servicer or
Special Servicer pursuant to Section 3.20), without regard to any acceleration
of principal of such Loan by reason of a default thereunder. With respect to an
REO Loan, the monthly payment that would otherwise have been payable on the
related Due Date had the related Note not been discharged, determined as set
forth in the preceding sentence and on the assumption that all other amounts, if
any, due thereunder are paid when due.

      "Mortgage": With respect to any Loan or Junior Loan, the mortgage, deed of
trust, deed to secure debt or other instrument securing a Note and creating a
lien on the related Mortgaged Property.

      "Mortgage File":

      With respect to any Loan, the following documents on a collective basis:

            (i) the original Note (or a lost note affidavit with a customary
      indemnification provision), bearing, or accompanied by, all prior and
      intervening endorsements or assignments showing a complete chain of
      endorsement or assignment from the applicable Mortgage Loan Originator
      either in blank or to the applicable Mortgage Loan Seller, and further
      endorsed (at the direction of the Depositor given pursuant to the related
      Mortgage Loan Purchase Agreement) by the applicable Mortgage Loan 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 related Mortgage Loan Originator to the
      applicable Mortgage Loan 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 the applicable Mortgage Loan
      Seller (or the applicable Mortgage Loan Originator) either in blank or to
      "Wells Fargo Bank, N.A., as trustee for the registered Holders of Credit
      Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
      Pass-Through Certificates, Series 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 applicable Mortgage Loan Originator of the Loan to the applicable
      Mortgage Loan 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 the applicable Mortgage Loan
      Seller (or the applicable Mortgage Loan Originator), either in blank or to
      "Wells Fargo Bank, N.A., as trustee for the registered Holders of Credit
      Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
      Pass-Through Certificates, Series 2006-C1";

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

            (vii) an original assignment of any related Security Agreement (if
      such item is a document separate from the Mortgage), from the applicable
      Mortgage Loan Seller (or the applicable Mortgage Loan Originator), either
      in blank or to "Wells Fargo Bank, N.A., as trustee for the registered
      Holders of Credit Suisse First Boston Mortgage Securities Corp.,
      Commercial Mortgage Pass-Through Certificates, Series 2006-C1," which
      assignment may be included as part of an omnibus assignment covering other
      documents relating to the Loan (provided that such omnibus assignment is
      effective under applicable law);

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

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

            (xi) UCC acknowledgement, certified or other copies of all UCC
      Financing Statements and continuation statements which show the filing or
      recording thereof (including the filing number or other similar filing
      information) or, alternatively, other evidence of filing or recording
      (including the filing number or other similar filing information)
      acceptable to the Trustee (including, without limitation, evidence of such
      filed or recorded UCC Financing Statement as shown on a written UCC search
      report from a reputable search firm, such as CSC/LexisNexis Document
      Solutions, Corporation Service Company, CT Corporation System and the like
      or printouts of on-line confirmations from such UCC filing or recording
      offices or authorized agents thereof) sufficient to perfect (and maintain
      the perfection of) the security interest held by the related Mortgage Loan
      Originator (and each assignee of record prior to the Trustee) in and to
      the personalty of the Borrower at the related 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) either: (A) for NCB Loans, 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; or
      (B) for all other Loans with respect to any debt of a Borrower or
      mezzanine borrower permitted under the related Loan, an original or copy
      of a subordination agreement, standstill agreement or other intercreditor,
      co-lender or similar agreement relating to such other debt, if any,
      including any mezzanine loan documents or preferred equity documents, and
      a copy of the Note relating to such other debt (if such other debt is also
      secured by the related Mortgage);

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

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

            (xvi) the originals of letters of credit, if any, relating to the
      Loans and amendments thereto which entitle 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 policies and any
      environmental guarantees or indemnity agreements or copies thereof;

            (xviii) originals or copies of the ground lease, ground lease
      memorandum and ground lease estoppels, if any, and any originals or copies
      of amendments, modifications or extensions thereto, if any;

            (xix) for properties other than residential cooperative properties,
      the original or copy of any property management agreement (except with
      respect to the GMACCM Loans, for which such agreement will be included in
      the Servicing File);

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

            (xxi) except in the case of NCB Loans, the checklist of the related
      Loan Documents, if any, that is included in the Mortgage File for the
      related Loan; and

            (xxii) any additional documents required to be added to the Mortgage
      File pursuant to this Agreement.

      Whenever the term "Mortgage File" is used to refer to documents actually
received by the Trustee, such term shall not be deemed to include such documents
and instruments required to be included therein unless they are actually so
received.

      "Mortgage Interest Accrual Period": With respect to any Loan, the period
during which interest accrues pursuant to the related Note.

      "Mortgage Loan Originator": Any institution that originated a Loan.

      "Mortgage Loan Purchase Agreement": Any of the CSMC Mortgage Loan Purchase
Agreement, the GMACCM Mortgage Loan Purchase Agreement, the KeyBank Mortgage
Loan Purchase Agreement or the NCB, FSB Mortgage Loan Purchase Agreement.

      "Mortgage Loan Schedule": The list of Loans transferred on the Closing
Date to the Trustee as part of the Trust Fund, attached hereto as Exhibit B,
which list sets forth the following information with respect to each Loan:

            (i) the loan number (as specified in Annex A to the Prospectus
      Supplement);

            (ii) the property name;

            (iii) the street address (including city, state and zip code) of the
      related Mortgaged Property;

            (iv) the Mortgage Rate in effect at the Cut-off Date;

            (v) the Net Mortgage Rate in effect at the Cut-off Date;

            (vi) the original principal balance;

            (vii) the Cut-off Date Principal Balance;

            (viii) the (a) remaining term to stated maturity, (b) Maturity Date
      and (c) with respect to each ARD Loan, the Anticipated Repayment Date;

            (ix) the original and remaining amortization terms;

            (x) the amount of the Monthly Payment due on the first Due Date
      following the Cut-off Date;

            (xi) the number of units, pads, rooms or square footage with respect
      to the Mortgaged Property;

            (xii) the Loan interest accrual method;

            (xiii) the total of the Trustee Fee Rate, the applicable Primary
      Servicing Fee Rate, the applicable Master Servicing Fee Rate and the
      applicable Broker Strip Rate, if any;

            (xiv) the Due Date;

            (xv) whether such loan is an ARD Loan;

            (xvi) whether the Loan is subject to lockout/defeasance;

            (xvii) whether the related Mortgaged Property was covered by
      earthquake insurance at the time of origination, or if the loan documents
      require such insurance;

            (xviii) whether such Loan has the benefit of an Environmental
      Insurance Policy;

            (xix) whether such Loan is secured by the related Borrower's
      interest in ground leases;

            (xx) which Servicing Group includes such Loan;

            (xxi) if such Loan is a Co-op Loan, the Initial LTV Co-op Basis; and

            (xxii) whether such Loan is secured by a letter of credit.

      Such Mortgage Loan Schedule also shall set forth the aggregate of the
amounts described under clause (vii) above for all of the Loans. Such list may
be in the form of more than one list, collectively setting forth all of the
information required.

      "Mortgage Loan Seller": Any of (i) the CSMC Mortgage Loan Seller, (ii) the
GMACCM Mortgage Loan Seller, (iii) the KeyBank Mortgage Loan Seller and (iv) the
NCB, FSB Mortgage Loan Seller.

      "Mortgage Pool": All of the Loans and any successor REO Loans with respect
thereto, collectively, as of any particular date of determination. The Mortgage
Pool shall not include any Junior Loan.

      "Mortgage Rate": With respect to: (i) any Loan or Junior Loan on or prior
to its Maturity Date, the annual rate at which interest is scheduled (in the
absence of a default and without giving effect to any Revised Rate) to accrue on
such Loan or Junior Loan, as the case may be from time to time in accordance
with the related Note and applicable law; (ii) any Loan or Junior Loan after its
Maturity Date, the annualized rate described in clause (i) above determined
without regard to the passage of such Maturity Date; and (iii) any REO Loan, the
annualized rate described in clause (i) or (ii), as applicable, above,
determined as if the predecessor Loan or Junior Loan, as the case may be, had
remained outstanding.

      "Mortgaged Property": The underlying real property (including any REO
Property) that secures a Loan or Loan Combination, in each case consisting of a
parcel or parcels of land improved by a commercial and/or multifamily building
or facility, together with any personal property (to the extent the same are
owned by the Borrower and necessary in connection with the operation of the
related property), fixtures, leases and other property or rights pertaining
thereto.

      "NCB/FSB Loans": The mortgage loans transferred to the Depositor pursuant
to the NCB/FSB Mortgage Loan Purchase Agreement and identified on Schedule II
thereto, together with any mortgage loans substituted in replacement thereof
pursuant to the NCB/FSB Mortgage Loan Purchase Agreement.

      "NCB, FSB Mortgage Loan Purchase Agreement": The agreement between the
Depositor as purchaser and the NCB, FSB Mortgage Loan Seller as seller, dated as
of March 1, 2006, relating to the transfer of all of the NCB, FSB Mortgage Loan
Seller's right, title and interest in and to the mortgage loans identified on
Schedule II thereto.

      "NCB, FSB Mortgage Loan Seller": NCB, FSB, a federal savings bank, or its
successor in interest.

      "NCB Subordinate Debt Conditions": With respect to a Borrower encumbering
a Mortgaged Property relating to an NCB, FSB Loan that is a Co-op Loan with a
subordinate mortgage, the following conditions: (i) each of the loans, or the
sole loan, to be secured by each such subordinate mortgage is made by NCB, FSB
or any Affiliate thereof, (ii) each such subordinate mortgage is expressly
subject and subordinate to the lien of the Mortgage encumbering the Mortgaged
Property in question, (iii) each such subordinate mortgage is expressly made in
compliance with the underwriting standards which NCB, FSB customarily employs in
connection with making subordinate mortgages for its own mortgage loan
portfolio, (iv) as of the date of the closing of the subordinate mortgage loan
in question, the New Loan-to-Value Ratio (as defined below) does not exceed 40%,
(v) NCB, FSB or any Affiliate thereof that originates the subordinate mortgage
loan, executes and delivers to the Trustee a subordination agreement with
respect to such subordinate mortgage in substantially the form of Exhibit Q
hereto (provided that the Trustee shall have no responsibility for determining
the sufficiency or validity thereof), (vi) if the subordinate mortgage loan will
not be a fully amortizing loan, the stated maturity date of the subordinate
mortgage loan shall be no earlier than the maturity date of the related Co-op
Loan, (vii) the subordinate mortgage loan shall have interest payable on a
current basis, with no deferral, (viii) the subordinate mortgage loan is made
principally for the purpose of funding capital expenditures, major repairs or
reserves at or with respect to the Mortgaged Property in question and (ix) the
aggregate amount of subordinate debt encumbering the Mortgaged Property in
question does not exceed $7,500,000. For purposes of this definition, and
notwithstanding anything herein to the contrary: "Mortgage Debt" shall mean the
sum of (x) the aggregate outstanding principal balance of all loans secured by
one or more mortgages then encumbering the Mortgaged Property in question
(including the related Co-op Loan and any then existing subordinate mortgage
loans) and (y) the principal amount of the proposed new subordinate mortgage
loan; "New Loan-to-Value Ratio" shall mean, as of any date for any Co-op Loan,
the fraction, expressed as a percentage, the numerator of which is the Mortgage
Debt for the related Mortgaged Property on such date, and the denominator of
which is the Appraised Value of the related Mortgaged Property; and "Appraisal"
shall mean an appraisal of the applicable Mortgaged Property by an Appraiser
made in conformance with NCB, FSB's customary underwriting requirements, not
more than one year prior to the origination date of the related Co-op Loan and
reviewed by Master Servicer No. 3.

      "Net Investment Earnings": With respect to any Collection Account, any
Lock-Box Account, any Cash Collateral Account, any Servicing Account or any REO
Account, for any period beginning on a Distribution Date and ending on the
following Master Servicer Remittance Date, the amount, if any, by which the
aggregate of all interest and other income realized during such period on funds
relating to the Trust Fund held in such account (and which is not required to be
paid to the related Borrower) exceeds the aggregate of all losses, if any,
incurred during such period in connection with the investment of such funds in
such account in accordance with Section 3.06.

      "Net Investment Loss": With respect to any of any Collection Account, any
Lock-Box Account, any Cash Collateral Account, any Servicing Account or any REO
Account for any period beginning on a Distribution Date and ending on the
following Master Servicer Remittance Date, the amount, if any, by which the
aggregate of all losses, if any, incurred during such period in connection with
the investment of funds relating to the Trust Fund held in such account (and
which investment is not directed by the related Borrower) in accordance with
Section 3.06 exceeds the aggregate of all interest and other income realized
during such period on such funds in such account.

      "Net Mortgage Pass-Through Rate":

      (A) With respect to any Loan (or any successor REO Loan with respect
thereto) that accrues interest on a 30/360 Basis and the Fed Ex Central
Distribution Center Loan during the related Fixed Interest Period, for any
Distribution Date, an annual rate equal to the Original Net Mortgage Rate for
such Loan (or, in the case of a Specially Designated Co-op Loan (or any
successor REO Loan with respect thereto), such Original Net Mortgage Rate minus
0.10% per annum); and

      (B) With respect to any Loan (or any successor REO Loan with respect
thereto) that accrues interest on an Actual/360 Basis and the Fed Ex Central
Distribution Center Loan after the expiration of the related Fixed Interest
Period, for any Distribution Date, an annual rate generally equal to twelve
times a fraction, expressed as a percentage:

      (1)   the numerator of which fraction is, subject to adjustment as
            described below in this definition, an amount of interest equal to
            the product of (a) the number of days in the related Interest
            Accrual Period, multiplied by (b) the Stated Principal Balance of
            such Loan (or such REO Loan) immediately preceding such Distribution
            Date, multiplied by (c) 1/360, multiplied by (d) the Original Net
            Mortgage Rate for such Loan (or, in the case of a Specially
            Designated Co-op Loan (or any successor REO Loan with respect
            thereto), such Original Net Mortgage Rate minus 0.10% per annum);
            and

      (2)   the denominator of which is the Stated Principal Balance of such
            Loan (or such REO Loan) immediately preceding that Distribution
            Date.

      Notwithstanding the foregoing, if the subject Distribution Date occurs
during January, except during a leap year, or February of any year subsequent to
2006, then the amount of interest referred to in the fractional numerator
described in clause (B)(1) above will be decreased to reflect any Withheld
Amounts with respect to the subject Loan (or REO Loan) transferred from the
Distribution Account to the Interest Reserve Account in such calendar month.
Furthermore, if the subject Distribution Date occurs during March of any year
subsequent to 2006 (or February, if the final Distribution Date occurs in such
month) then the amount of interest referred to in the fractional numerator
described in clause (B)(1) above will be increased to reflect any Withheld
Amounts with respect to the subject Loan (or REO Loan) transferred from the
Interest Reserve Account to the Distribution Account for distribution on such
Distribution Date.

      "Net Mortgage Rate": With respect to any Loan, Junior Loan or REO Loan, as
of any date of determination, a per annum rate equal to the related Mortgage
Rate then in effect, minus the sum of the related Master Servicing Fee Rate, the
related Primary Servicing Fee Rate (if any), the related Broker Strip Rate (if
any) and the Trustee Fee Rate.

      "Net Operating Income": With respect to any Mortgaged Property (other than
a residential cooperative property), for any Borrower's fiscal year end, the
total operating revenues derived from such Mortgaged Property during such
period, minus the total operating expenses incurred in respect of such Mortgaged
Property during such period, other than (i) non-cash items such as depreciation,
(ii) amortization, (iii) actual capital expenditures and (iv) debt service on
the related Loan or Loan Combination, as applicable.

      "New Lease": Any lease of REO Property entered into at the direction of
the applicable Special Servicer on behalf of the Trust, including any lease
renewed, modified or extended on behalf of the Trust, if the Trust Fund has the
right to renegotiate the terms of such lease.

      "Nonrecoverable Advance": Any Nonrecoverable P&I Advance or Nonrecoverable
Servicing Advance or any portion thereof.

      "Nonrecoverable P&I Advance": The portion of any P&I Advance (including
interest accrued thereon at the Reimbursement Rate) previously made or proposed
to be made in respect of a Loan or REO Loan which, in the judgment (exercised in
accordance with the Servicing Standard in the case of the judgment of a Master
Servicer or Special Servicer) of the applicable Master Servicer, the applicable
Special Servicer or the Trustee, will not be ultimately recoverable, together
with any accrued and unpaid interest thereon, from Late Collections or any other
recovery on or in respect of such Loan or REO Loan. The determination by a
Master Servicer, a Special Servicer or the Trustee that it has made (or, in the
case of a determination made by the applicable Special Servicer, that a Master
Servicer has made) a Nonrecoverable P&I Advance or that any proposed P&I
Advance, if made, would constitute a Nonrecoverable P&I Advance, shall be
evidenced by an Officer's Certificate delivered (i) to the Trustee and the
Depositor, in the case of a Master Servicer, (ii) to the applicable Master
Servicer and the Trustee in the case of a Special Servicer, (iii) to the
Depositor and the applicable Master Servicer, in the case of the Trustee, and
(iv) in each case, to the Directing Certificateholder, any Requesting
Subordinate Certificateholder (at the expense of such requesting Holder) and,
provided that the certifying party has actual knowledge of the identity thereof,
any related Junior Loan Holder(s) (or, in the case of a Junior Loan that is part
of a rated commercial mortgage securitization, to the related master servicer).
Such Officer's Certificate shall set forth such determination of
nonrecoverability and the considerations of the applicable Master Servicer, the
applicable Special Servicer, or the Trustee, as the case may be, forming the
basis of such determination (which shall include but shall not be limited to
information, to the extent available, such as related income and expense
statements, rent rolls, occupancy status, property inspections, and shall
include an Appraisal (provided that if an Appraisal has been obtained within the
past 12 months, no new Appraisal is required) of the related Mortgaged Property,
the cost of which Appraisal shall be advanced by the applicable Master Servicer
as a Servicing Advance or, depending on the timing of payment, subject to
Section 3.03(c), paid out of the applicable Collection Account). In addition, in
considering whether a P&I Advance is nonrecoverable, the applicable Master
Servicer, the applicable Special Servicer or the Trustee, as applicable, will be
entitled to give due regard to the existence of any outstanding Nonrecoverable
Advance or Workout-Delayed Reimbursement Amount with respect to any other Trust
Mortgage Loans or REO Trust Mortgage Loans the reimbursement of which, at the
time of such consideration, is being deferred or delayed by the applicable
Master Servicer or the Trustee because there is insufficient principal available
for such reimbursement, in light of the fact that proceeds of the Trust Mortgage
Loan or REO Trust Mortgage Loan as to which a nonrecoverability determination is
being made are a source of reimbursement not only for the P&I Advance under
consideration, but also as a potential source of the reimbursement of the
outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement Amount being
delayed or deferred. The Officer's Certificate referred to in the second
preceding sentence shall be accompanied by the Appraisal and all other
supporting documentation relevant to the subject parties' nonrecoverability
determination. The Trustee shall be entitled to conclusively rely on the
applicable Master Servicer's determination that a P&I Advance is nonrecoverable.
The applicable Master Servicer and the Trustee shall conclusively rely on and be
bound by the applicable Special Servicer's determination that a P&I Advance is
nonrecoverable, provided, however, that in the absence of such determination by
the applicable Special Servicer, the applicable Master Servicer and the Trustee
will be entitled to make their own determination that a P&I Advance is
nonrecoverable, and in no event shall a determination by the applicable Special
Servicer that a previously made or proposed P&I Advance would be recoverable be
binding on the applicable Master Servicer or Trustee.

      Notwithstanding the foregoing, with respect to any P&I Advances on the
Carlton Court Apartments Non-Pooled Portion, the applicable Master Servicer or
Special Servicer shall have the right to determine based upon whatever
information, facts and circumstances that it deems appropriate that while such
P&I Advance is currently recoverable, in the judgment of the Special Servicer,
there is a reasonable likelihood that such advance could become a Nonrecoverable
P&I Advance, and that it is in the best interest of the Certificateholders
(other than the Class CCA Certificateholders) that no further P&I Advances be
made on the Carlton Court Apartments Non-Pooled Portion. With respect to
advances relating to the Carlton Court Apartments Non-Pooled Portion, the Master
Servicer No. 2, Special Servicer No. 1 and the Trustee will be entitled to
recover any such advance made by it that it subsequently determines to be a
Nonrecoverable Advance out of general funds relating to the underlying mortgage
loans on deposit in the Collection Account (first from principal collections and
then from interest collections).

      "Nonrecoverable Servicing Advance": The portion of any Servicing Advance
(including interest accrued thereon at the Reimbursement Rate) previously made
or proposed to be made in respect of a Loan or REO Property which, in the
judgment (exercised in accordance with the Servicing Standard in the case of the
judgment of a Master Servicer or Special Servicer) of the applicable Master
Servicer, the applicable Special Servicer or the Trustee, will not be ultimately
recoverable, together with any accrued and unpaid interest thereon, from Late
Collections or any other recovery on or in respect of such Loan or REO Property.
The determination by a Master Servicer, a Special Servicer or the Trustee that
it has made (or, in the case of a determination made by the applicable Special
Servicer, that a Master Servicer has made) a Nonrecoverable Servicing Advance or
that any proposed Servicing Advance, if made, would constitute a Nonrecoverable
Servicing Advance, shall be evidenced by an Officer's Certificate delivered (i)
to the Trustee and the Depositor, in the case of a Master Servicer, (ii) to the
applicable Master Servicer and the Trustee in the case of a Special Servicer,
(iii) to the Depositor and the applicable Master Servicer, in the case of the
Trustee, and (iv) and in each case, to the Directing Certificateholder, any
Requesting Subordinate Certificateholder (at the expense of such requesting
Holder) and, provided that the certifying party has actual knowledge of the
identity thereof, any related Junior Loan Holder(s) (or, in the case of a Junior
Loan that is part of a rated commercial mortgage securitization, to the related
master servicer). Such Officer's Certificate shall set forth such determination
of nonrecoverability and the considerations of the applicable Master Servicer,
the applicable Special Servicer or the Trustee, as the case may be, forming the
basis of such determination (which shall include but shall not be limited to
information, to the extent available, such as related income and expense
statements, rent rolls, occupancy status and property inspections, and shall
include an Appraisal (provided that if an Appraisal has been obtained within the
past 12 months, no new Appraisal is required) of the related Mortgaged Property,
the cost of which Appraisal shall be advanced by the applicable Master Servicer
as a Servicing Advance or, depending on the timing of payment, subject to
Section 3.03(c), paid out of the applicable Collection Account). In addition, in
considering whether a Servicing Advance is nonrecoverable, the applicable Master
Servicer, the applicable Special Servicer or the Trustee, as applicable, will be
entitled to give due regard to the existence of any outstanding Nonrecoverable
Advance or Workout-Delayed Reimbursement Amount with respect to any other Trust
Mortgage Loans or REO Trust Mortgage Loans the reimbursement of which, at the
time of such consideration, is being deferred or delayed by the applicable
Master Servicer or the Trustee because there is insufficient principal available
for such reimbursement, in light of the fact that proceeds of the Trust Mortgage
Loan or REO Trust Mortgage Loan as to which a nonrecoverability determination is
being made are a source of reimbursement not only for the Servicing Advance
under consideration, but also as a potential source of the reimbursement of the
outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement Amount being
delayed or deferred. The Officer's Certificate referred to in the second
preceding sentence shall be accompanied by the Appraisal and all other
supporting documentation relevant to the subject parties' nonrecoverability
determination. The Trustee will be entitled to conclusively rely on the
applicable Master Servicer's determination that a Servicing Advance is
nonrecoverable. The applicable Master Servicer and the Trustee shall
conclusively rely on and be bound by the applicable Special Servicer's
determination that a Servicing Advance is a Nonrecoverable Servicing Advance,
provided, however, that in the absence of such determination by the applicable
Special Servicer, the applicable Master Servicer and the Trustee will be
entitled to make their own determination that a Servicing Advance is a
Nonrecoverable Servicing Advance, and in no event shall a determination by the
applicable Special Servicer that a previously made or proposed Servicing Advance
would be recoverable be binding on the applicable Master Servicer or Trustee.

      "Non-Registered Certificate": Any Certificate that has not been subject to
registration under the Securities Act. As of the Closing Date, the Class A-X,
Class A-Y, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class
O, Class P, Class Q, Class S, Class R, Class CCA and Class V Certificates will
constitute Non-Registered Certificates.

      "Non-United  States Tax  Person":  Any  Person  other than a
United States Tax Person.

      "Note": The original executed note (or, if applicable, multiple notes
collectively) evidencing the indebtedness of a Borrower under a Loan or Junior
Loan, as the case may be, together with any rider, addendum or amendment
thereto.

      "NRSRO": A nationally recognized statistical rating organization as the
term is used in federal securities laws.

      "Officer's Certificate": A certificate signed by a Servicing Officer of a
Master Servicer or a Special Servicer, as the case may be, or a Responsible
Officer of the Trustee.

      "Opinion of Counsel": A written opinion of counsel, who may be salaried
counsel for the Depositor, a Master Servicer or a Special Servicer, acceptable
in form and delivered to the Trustee, except that any opinion of counsel
relating to (a) the qualification of any Trust REMIC as a REMIC, (b) compliance
with the REMIC Provisions or (c) the resignation of the Depositor, a Master
Servicer or a Special Servicer pursuant to Section 6.04 must be an opinion of
counsel that is in fact Independent of the Depositor, the Master Servicer or the
Special Servicer, as applicable.

      "Optimal Interest Distribution Amount": As to any Distribution Date and
any Class of Regular Certificates, the sum of the Monthly Interest Distribution
Amount and the Unpaid Interest Shortfall Amount for such Class for such
Distribution Date. As to any Distribution Date and any Uncertificated Lower-Tier
Interest, the sum of the Monthly Interest Distribution Amount and the Unpaid
Interest Shortfall Amount for such Uncertificated Lower-Tier Interest for such
Distribution Date. As to any Distribution Date and any Loan REMIC Regular
Interest, the sum of the Monthly Interest Distribution Amount and the Unpaid
Interest Shortfall Amount for such Loan REMIC Regular Interest for such
Distribution Date. As to any Distribution Date and any Component of the Class
A-X Certificates, the sum of the Monthly Interest Distribution Amount and the
Unpaid Interest Shortfall Amount for such Component for such Distribution Date.

      "Original Class Principal Balance": With respect to any Class of
Sequential Pay Certificates or the Class CCA Certificates, the initial aggregate
principal amount thereof as of the Closing Date, in each case as specified in
the Preliminary Statement hereto.

      "Original Loan REMIC Balance": As specified in the Preliminary Statement
hereto.

      "Original Lower-Tier Notional Balance": With respect to the Class LA-Y
Lower-Tier Interest, the initial notional balance thereof as of the Closing
Date, as specified in the Preliminary Statement hereto.

      "Original Lower-Tier Principal Amount": With respect to any Uncertificated
Lower-Tier Interest (other than the Class LA-Y Lower-Tier Interest), the
principal amount thereof as of the Closing Date, in each case as specified in
the Preliminary Statement hereto.

      "Original Net Mortgage Rate": With respect to any Loan, the Net Mortgage
Rate in effect for such Loan as of the Closing Date (or, in the case of any Loan
substituted in replacement of another Loan pursuant to or as contemplated by the
related Mortgage Loan Purchase Agreement, as of the date of substitution).

      "Original Class Notional Amount": With respect to any Class of
Interest-Only Certificates, the initial aggregate notional balance thereof as of
the Closing Date, in each case as specified in the Preliminary Statement hereto.

      "Original Value": The Appraised Value of a Mortgaged Property based upon
the Appraisal conducted in connection with the origination of the related Loan.

      "Origination Required Insurance Amounts": As defined in Section 3.07(h).

      "OTS": The Office of Thrift Supervision or any successor thereto.

      "Ownership Interest": As to any Certificate, any ownership or security
interest in such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial, as owner or as
pledgee.

      "P&I Advance": As to any Loan (or any successor REO Loan with respect
thereto) (including, for the avoidance of doubt, the Carlton Court Apartments
Non-Pooled Portion), any advance made by the Master Servicer or the Trustee, as
applicable, pursuant to Section 4.03 or Section 7.05.

      "P&I Advance Determination Date": With respect to any Distribution Date,
the second Business Day immediately prior thereto.

      "Pass-Through Rate": With respect to each Class of Certificates, the
respective per annum rate listed below:

               Class A-1:         Class A-1 Pass-Through Rate
               Class A-1-A:       Class A-1-A Pass-Through Rate
               Class A-2:         Class A-2 Pass-Through Rate
               Class A-3:         Class A-3 Pass-Through Rate
               Class A-AB:        Class A-AB Pass-Through Rate
               Class A-4:         Class A-4 Pass-Through Rate
               Class A-X:         Class A-X Pass-Through Rate
               Class A-Y:         Class A-Y Pass-Through Rate
               Class A-M:         Class A-M Pass-Through Rate
               Class A-J:         Class A-J Pass-Through Rate
               Class B:           Class B Pass-Through Rate
               Class C:           Class C Pass-Through Rate
               Class D:           Class D Pass-Through Rate
               Class E:           Class E Pass-Through Rate
               Class F:           Class F Pass-Through Rate
               Class G:           Class G Pass-Through Rate
               Class H:           Class H Pass-Through Rate
               Class J:           Class J Pass-Through Rate
               Class K:           Class K Pass-Through Rate
               Class L:           Class L Pass-Through Rate
               Class M:           Class M Pass-Through Rate
               Class N:           Class N Pass-Through Rate
               Class O:           Class O Pass-Through Rate
               Class P:           Class P Pass-Through Rate
               Class Q:           Class Q Pass-Through Rate
               Class S:           Class S Pass-Through Rate
               Class CCA:         Class CCA Pass-Through Rate


      "PCAOB": The Public Company Accounting Oversight Board.

      "Penalty Charges": With respect to any Loan, Junior Loan or REO Loan, any
amounts actually collected thereon from the Borrower that represent late payment
charges or Default Interest.

      "Percentage Interest": As to any Certificate, the percentage interest
evidenced thereby in distributions required to be made with respect to the
related Class. With respect to any Regular Certificate, the percentage interest
equal to the denomination of such Certificate, as set forth on the face thereof,
divided by the initial Class Principal Balance (or, in the case of a Class of
Interest-Only Certificates, the Class Notional Amount) of such Class of
Certificates as of the Closing Date. With respect to a Class V or Class R
Certificate, the percentage interest as set forth on the face thereof.

      "Performance Certification":  As defined in Section 11.08.

      "Performing Party":  As defined in Section 11.14.

      "Permitted Investments": Any one or more of the following obligations or
securities, regardless whether issued by the Depositor, a Master Servicer, a
Special Servicer, the Trustee or any of their respective Affiliates and having
the required ratings, if any, provided for in this definition:

            (i) direct obligations of, and obligations fully guaranteed as to
      timely payment of principal and interest by, the United States of America,
      FNMA, FHLMC or any agency or instrumentality of the United States of
      America, provided such obligations have a remaining term to maturity of
      one year or less from the date of acquisition and which are backed by the
      full faith and credit of the United States of America; provided that any
      obligation of, or guarantee by, FNMA or FHLMC, other than an unsecured
      senior debt obligation of FNMA or FHLMC, shall be a Permitted Investment
      only if such investment would not result in the downgrading, withdrawal or
      qualification of then-current rating assigned by each Rating Agency to any
      Certificate as confirmed in writing;

            (ii) time deposits, unsecured certificates of deposit or bankers'
      acceptances that mature in one year or less after the date of issuance and
      are issued or held by any depository institution or trust company
      incorporated or organized under the laws of the United States of America
      or any State thereof and subject to supervision and examination by federal
      or state banking authorities, so long as the commercial paper or other
      short-term debt obligations of such depository institution or trust
      company are rated in the highest short-term debt rating category of each
      Rating Agency or such other ratings as will not result in the downgrading,
      withdrawal or qualification of then-current rating assigned by each Rating
      Agency to any Certificate, as confirmed in writing by such Rating Agency;

            (iii) repurchase agreements or obligations with respect to any
      security described in clause (i) above where such security has a remaining
      maturity of one year or less and where such repurchase obligation has been
      entered into with a depository institution or trust company (acting as
      principal) described in clause (ii) above;

            (iv) debt obligations maturing in one year or less from the date of
      acquisition bearing interest or sold at a discount issued by any
      corporation incorporated under the laws of the United States of America or
      any state thereof, which securities have (i) ratings in the highest
      long-term unsecured debt rating category of each Rating Agency or (ii)
      such other ratings (as confirmed by the applicable Rating Agency in
      writing) as will not result in a downgrade, qualification or withdrawal of
      then-current rating of the Certificates that are currently being rated by
      such Rating Agency; provided, however, that securities issued by any
      particular corporation will not be Permitted Investments to the extent
      that investment therein will cause the then outstanding principal amount
      of securities issued by such corporation and held in the accounts
      established hereunder to exceed 10% of the sum of the aggregate principal
      balance and the aggregate principal amount of all Permitted Investments in
      such accounts;

            (v) commercial paper (including both non-interest-bearing discount
      obligations and interest-bearing obligations) payable on demand or on a
      specified date maturing in one year or less after the date of issuance
      thereof and which is rated in the highest short-term unsecured debt rating
      category of each Rating Agency;

            (vi) units of investment funds that maintain a constant net asset
      value and money market funds having the highest rating from each Rating
      Agency for money market funds; and

            (vii) any other demand, money market or time deposit, obligation,
      security or investment, with respect to which each Rating Agency shall
      have confirmed in writing that such investment will not result in a
      downgrade, qualification or withdrawal of then-current rating of the
      Certificates that are currently being rated by such Rating Agency;

provided that such instrument or security qualifies as a "cashflow investment"
pursuant to Section 860G(a)(6) of the Code; interest on any variable rate
instrument shall be tied to a single interest rate index plus a single fixed
spread (if any) and move proportionally with that index; and, if rated by S&P,
the obligation must not have an "r" highlighter affixed to its rating, and must
have a predetermined fixed dollar of principal due at maturity that cannot vary
or change.

      "Permitted Mezzanine Loan Holder": With respect to any Mezzanine Loan, the
related Mortgage Loan Seller, any Institutional Lender/Owner or any other
Mezzanine Loan Holder with respect to which each Rating Agency has confirmed in
writing to the applicable Special Servicer and the Trustee that the holding of
such Mezzanine Loan by such Person would not cause a qualification, downgrade or
withdrawal of any of such Rating Agency's then-current ratings on the
Certificates.

      "Permitted Transferee": Any Transferee of a Class R Certificate other than
a Disqualified Organization, a Non-United States Tax Person or a foreign
permanent establishment or fixed base (each within the meaning of the applicable
income tax treaty) of a United States Tax Person; provided, however, that if a
Transferee is classified as a partnership under the Code, such Transferee shall
only be a Permitted Transferee if all of its direct or indirect (except through
a U.S. corporation) beneficial owners are United States Tax Persons and the
governing documents of the Transferee prohibit a transfer of any interest in the
Transferee to any Non-United States Tax Person.

      "Person": Any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.

      "Plan": Any of those retirement plans and other employee benefit plans,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
are subject to ERISA or the Code.

      "Prepayment Assumption": With respect to all Loans, the assumption that
all payments required to be made on such Loans according to their contractual
terms (including repayment in full on their respective maturity dates) are so
made; provided that, in the case of ARD Loans, it is further assumed that such
ARD Loans will be fully prepaid on their related Anticipated Repayment Dates.

      "Prepayment Date": With respect to any Principal Prepayment, the date on
which such Principal Prepayment is to be made.

      "Prepayment Interest Excess": With respect to any Distribution Date, for
each Loan that was subject to a voluntary Principal Prepayment in full or in
part, or as to which Insurance and Condemnation Proceeds were received by a
Master Servicer or Special Servicer for application to such Loan, in each case
after the Due Date in the month of such Distribution Date and on or prior to the
related Determination Date, the amount of interest (net of related Master
Servicing Fees, Primary Servicing Fees and any Broker Strip Interest payable
therefrom) accrued at the Mortgage Rate for such Loan on the amount of such
Principal Prepayment or, insofar as these represent an early collection of
principal, such Insurance and Condemnation Proceeds after the end of the
Mortgage Interest Accrual Period relating to such Due Date and accruing in the
manner set forth in the Loan Documents relating to such Loan, to the extent such
interest is collected by or remitted to the applicable Master Servicer or
Special Servicer.

      "Prepayment Interest Shortfall": With respect to any Distribution Date,
for each Loan that was subject to a voluntary Principal Prepayment in full or in
part, or as to which Insurance and Condemnation Proceeds were received by a
Master Servicer or Special Servicer for application to such Loan, in each case
after the Determination Date in the calendar month preceding such Distribution
Date but prior to the Due Date in the related Due Period, the amount of interest
(net of related Master Servicing Fees, Primary Servicing Fees and any Broker
Strip Interest payable therefrom) that would have accrued at the Mortgage Rate
for such Loan, on the amount of such Principal Prepayment or, insofar as these
represent an early collection of principal, such Insurance and Condemnation
Proceeds during the period commencing on the date as of which such Principal
Prepayment or Insurance and Condemnation Proceeds were applied to the unpaid
principal balance of the subject Loan and ending on (and including) the day
immediately preceding such Due Date.

      "Primary Servicer": Any initial Master Servicer or any other subservicer
specifically identified as a "Primary Servicer" on Exhibit K hereto or in a
Sub-Servicing Agreement dated as of March 1, 2006 between a Master Servicer and
such subservicer, in its capacity as a primary servicer, or any successors
thereto. Notwithstanding any other provision herein to the contrary, each
initial Master Servicer shall be a "Primary Servicer" hereunder with respect to
the Loans for which it acts as a Master Servicer hereunder, and no Sub-Servicing
Agreement shall be required with respect to any such Primary Servicer.

      "Primary Servicing Agreement": Each of the Sub-Servicing Agreements dated
as of March 1, 2006, by and between a Master Servicer and a Primary Servicer.

      "Primary Servicing Fee": Any primary servicing fee payable to the Primary
Servicer pursuant to the Primary Servicing Agreement.

      "Principal Distribution Adjustment Amount": As to any Distribution Date
and any Servicing Group, the sum of (i) the amount of any Nonrecoverable Advance
(or interest thereon) that was reimbursed to the applicable Master Servicer or
the Trustee from such Servicing Group and that was deemed to have been
reimbursed out of principal collections that would otherwise constitute part of
the Principal Distribution Amount and (ii) any Workout-Delayed Reimbursement
Amount (or interest thereon) that was reimbursed to the applicable Master
Servicer or the Trustee from such Servicing Group and that was deemed to have
been reimbursed out of principal collections that would otherwise constitute
part of the Principal Distribution Amount, in each case, with interest on such
Advance, during the period since the preceding Distribution Date.

      "Principal Distribution Amount": As to any Distribution Date (other than
the final Distribution Date), an amount equal to the total, without duplication,
of the following: (i) all payments of principal, including voluntary Principal
Prepayments and the principal portion of any Cure Payments, received by or on
behalf of the Trust with respect to the Loans (but not in respect of any Junior
Loan) during the related Due Period, exclusive of any portion of those payments
that represents a late collection of principal for which an Advance was
previously made for a prior Distribution Date or that represents the principal
portion of a Monthly Payment due on or before the Due Date for the related Loan
in March 2006 or on a due date for the related Loan subsequent to the end of the
related Due Period, (ii) the principal portion of all Monthly Payments received
by or on behalf of the Trust with respect to the Loans (but not in respect of
any Junior Loan) prior to, but that are due during, the related Due Period,
(iii) all other collections, including Liquidation Proceeds and Insurance and
Condemnation Proceeds, that were received by or on behalf of the Trust Fund with
respect to any of the Loans (but not in respect of any Junior Loan) or any
related REO Properties during the related Due Period and that were identified
and applied by the applicable Master Servicer as recoveries of principal of the
subject Loan (but not in respect of any Junior Loan) or, in the case of an REO
Property, of the related REO Loan (but not an REO Loan in respect of a
predecessor Junior Loan), in each case net of any portion of the particular
collection that represents a late collection of principal for which an Advance
of principal was previously made for a prior Distribution Date or that
represents the principal portion of a Monthly Payment due on or before the Due
Date for the related Loan in March 2006, (iv) all Advances of principal made
with respect to the Mortgage Pool for that Distribution Date, provided that if
any Insurance and Condemnation Proceeds or Liquidation Proceeds were received
and/or a Final Recovery Determination was made with respect to any Loan or REO
Property during the related Due Period, then that portion, if any, of the
aggregate amount described in clause (i) through (iv) above that is specifically
attributable to such Loan or REO Property, shall be reduced to not less than
zero by any Special Servicing Fees or Liquidation Fees previously paid hereunder
with respect to such Loan or REO Property from collections on the Mortgage Pool
other than Penalty Charges collected during the Due Period. For the final
Distribution Date, an amount equal to the total Stated Principal Balance of the
Mortgage Pool outstanding immediately prior to that final Distribution Date.

      The "Principal Distribution Amount" shall not include the Carlton Court
Apartments Non-Pooled Portion Principal Distribution Amount.

      Notwithstanding the foregoing, (i) the Principal Distribution Amount for
any Distribution Date for any Loan Group will be reduced by the Principal
Distribution Adjustment Amount for such Loan Group for such Distribution Date;
and (ii) the Principal Distribution Amount for any Loan Group will be increased
by the amount of any recovery occurring during the related Due Period of an
amount that was previously advanced with respect to a Loan, but only if and to
the extent such Advance was previously reimbursed from principal collections
that would otherwise have constituted part of the Principal Distribution Amount
for such Loan Group for a prior Distribution Date in a manner that resulted in a
Principal Distribution Adjustment Amount for such Loan Group for such prior
Distribution Date.

      "Principal Prepayment": Any payment of principal made by the Borrower on a
Loan that is received in advance of its scheduled Due Date and which is not
accompanied by an amount of interest representing scheduled interest due on any
date or dates in any month or months subsequent to the month of prepayment,
other than any amount paid in connection with the release of the related
Mortgaged Property through defeasance.

      "Privileged Person": Each holder of a Certificate, each of the parties to
this Agreement, each of the Rating Agencies, each of the Underwriters, each
Junior Loan Holder, any Certificate Owner or prospective purchaser of a
Certificate upon receipt from such Certificate Owner or prospective purchaser of
an investor certification (which may be in electronic form), the form of which
is attached hereto as Exhibit S, and any other Person designated by the
Depositor. The Trustee shall (and a Master Servicer may) provide all Privileged
Persons with access to certain restricted information on its Website (in the
case of any Certificate Owner or prospective purchaser, upon receipt of such
investor certification) through the use of a restricted mechanism on its
Website.

      "Prohibited Party": Any party that (i) is listed on the Depositor's Do Not
Hire List or (ii) is a proposed Servicing Function Participant for which the
applicable Master Servicer (other than Master Servicer No. 1), Special Servicer
(other than Special Servicer No. 1) or Trustee that seeks to retain such
Servicing Function Participant has actual knowledge that such party at any point
prior to such hiring, assignment or transfer failed to comply in all material
respects with the Servicing Function Participant's obligations under Regulation
AB with respect to any other securitization.

      "Projected Debt Service Coverage Ratio": With respect to any Co-op Loan,
as of any date of determination, the Projected Net Cash Flow for the related
Mortgaged Property on an annualized basis, divided by the annualized Monthly
Payments for such Co-op Loan.

      "Projected Net Cash Flow": With respect to any Mortgaged Property that is
a residential cooperative property, projected net operating income at such
Mortgaged Property, as set forth in the Appraisal obtained with respect to such
Mortgaged Property in connection with the origination of the related Co-op Loan
(or an updated Appraisal, if required hereunder), assuming such Mortgaged
Property was operated as a rental property with rents set at prevailing market
rates taking into account the presence of existing rent controlled or rent
stabilized occupants, reduced by underwritten capital expenditures, property
operating expenses, a market-rate vacancy assumption and projected reserves.

      "Prospectus":   The  Prospectus  dated  March 7,   2006,  as
supplemented by the Prospectus Supplement.

      "Prospectus Supplement": The Prospectus Supplement dated March 7, 2006,
relating to the offering of the Public Certificates.

      "PTCE": A prohibited transaction class exemption, as issued by the United
States Department of Labor.

      "PTE": A prohibited transaction exemption, as issued by the United States
Department of Labor.

      "Purchase Price": With respect to any Loan to be purchased (a) by or on
behalf of a Responsible Party pursuant to or as contemplated by Section 7 of the
related Mortgage Loan Purchase Agreement, (b) by the Directing Certificateholder
pursuant to Section 3.18(b), a Special Servicer pursuant to Section 3.18(c), or
an assignee of either thereof, in any case, pending determination of Fair Value,
(c) with respect to any Loan Combination, if the related Intercreditor Agreement
so provides for a purchase option, by any Junior Loan Holder, (d) by the
Directing Certificateholder of the Class CCA Certificates pursuant to Section
3.33 or (e) by the holders of more than 50% of the Percentage Interests in the
Controlling Class, a Special Servicer or a Master Servicer pursuant to Section
9.01, a price equal to the sum of the following:

            (i) the outstanding principal balance of such Loan as of the date of
      purchase (and, if the Loan that is being purchased is part of a Loan
      Combination and the related Junior Loan Holder has previously made a Cure
      Payment, the outstanding principal balance as reduced by the principal
      portion of such Cure Payment);

            (ii) all accrued and unpaid interest on such Loan at the related
      Mortgage Rate in effect from time to time to but not including the Due
      Date in the Due Period of purchase (which includes unpaid Master Servicing
      Fees and Primary Servicing Fees) and all related Special Servicing Fees;

            (iii) all related unreimbursed Servicing Advances (and any related
      Servicing Advances reimbursed by the Trust Fund out of general collections
      on the Mortgage Pool) plus accrued and unpaid interest on related Advances
      at the Reimbursement Rate;

            (iv) if such Loan is being repurchased by or on behalf of a
      Responsible Party pursuant to or as contemplated by Section 7 of the
      related Mortgage Loan Purchase Agreement following the expiration of the
      applicable cure period (as it may be extended), the amount of the
      Liquidation Fee payable to the Special Servicer;

            (v) if such Loan is being purchased by a Junior Loan Holder pursuant
      to the related Intercreditor Agreement following 90 days from the related
      Loan becoming a Specially Serviced Loan, the amount of the Liquidation Fee
      payable to the Special Servicer;.

            (vi) if the Carlton Court Apartments Loan is being purchased by the
      Directing Certificateholder of the Class CCA Certificates so long as such
      Loan is purchased more than 90 days following the date upon which such
      Loan became a Specially Serviced Loan, the amount of any Liquidation Fee
      payable to the Special Servicer; and

            (vii) if such Loan is being purchased by or on behalf of a
      Responsible Party pursuant to or as contemplated by Section 7 of the
      related Mortgage Loan Purchase Agreement, all reasonable out-of-pocket
      expenses reasonably incurred (whether paid or then owing) by the
      applicable Master Servicer, the applicable Special Servicer, the Depositor
      and the Trustee in respect of the Breach, Defect or defeasance giving rise
      to the repurchase obligation, including any expenses arising out of the
      enforcement of the repurchase obligation and, without duplication of any
      amounts described above in this definition, any Trust Fund expenses
      incurred prior to such purchase date with respect to such Loan and/or (if
      applicable) its related Junior Loan.

      With respect to any Defaulted Loan to be purchased by the Directing
Certificateholder (or any assignee thereof) or a Special Servicer pursuant to
Section 3.18(b) or 3.18(c) following determination of Fair Value, the Purchase
Price will equal the Fair Value of such Defaulted Loan. With respect to any REO
Property to be sold pursuant to Section 3.18(e), the amount calculated in
accordance with the second preceding sentence of this definition in respect of
the related REO Loan(s).

      "Qualified Appraiser": In connection with the appraisal of any Mortgaged
Property or REO Property, an Independent MAI-designated appraiser with at least
five years of experience in respect of the relevant geographic location and
property type.

      "Qualified Institutional Buyer" or "QIB": A "qualified institutional
buyer" within the meaning of Rule 144A under the Securities Act.

      "Qualified Insurer": (i) With respect to any Loan, Junior Loan, REO Loan
or REO Property, an insurance company or security or bonding company qualified
to write the related Insurance Policy in the relevant jurisdiction and a minimum
claims paying ability rating of at least "A-" by Fitch (if then rated by Fitch)
and "A-" by S&P, (ii) with respect to the fidelity bond and errors and omissions
Insurance Policy required to be maintained pursuant to Section 3.07(c), an
insurance company that has a claims paying ability rated no lower than two
ratings below the rating assigned to then highest rated outstanding Certificate,
but in no event lower than "A-" by Fitch (if then rated by Fitch) and "A-" by
S&P or, in the case of clauses (i) and (ii), such other rating as each such
Rating Agency shall have confirmed in writing will not cause such Rating Agency
to downgrade, qualify or withdraw any then-current rating assigned to any of the
Certificates that are then- currently being rated by such Rating Agency.

      "Qualified Substitute Mortgage Loan": A mortgage loan which must, on the
date of substitution: (i) have an outstanding principal balance, after
application of all scheduled payments of principal and interest due during or
prior to the month of substitution, not in excess of the Stated Principal
Balance of the deleted Loan as of the Due Date in the calendar month during
which the substitution occurs; (ii) have a Mortgage Rate not less than the
Mortgage Rate of the deleted Loan; (iii) have the same Due Date as the deleted
Loan; (iv) accrue interest on the same basis as the deleted Loan (for example,
on the basis of a 360-day year and the actual number of days elapsed); (v) have
a remaining term to stated maturity not greater than, and not more than two
years less than, the remaining term to stated maturity of the deleted Loan; (vi)
have an original Loan-to-Value Ratio not higher than that of the deleted Loan
and a current Loan-to-Value Ratio not higher than the then current Loan-to-Value
Ratio of the deleted Loan; (vii) materially comply as of the date of
substitution with all of the representations and warranties set forth in the
applicable Mortgage Loan Purchase Agreement; (viii) have an Environmental
Assessment that indicates no material adverse environmental conditions with
respect to the related Mortgaged Property and which will be delivered as a part
of the related Mortgage File; (ix) have an original Debt Service Coverage Ratio
of not less than the original Debt Service Coverage Ratio of the deleted Loan
and a current Debt Service Coverage Ratio of not less than the current Debt
Service Coverage Ratio of the deleted Loan (provided that, with respect to Co-op
Loans and any related replacement Loans, such Debt Service Coverage Ratios shall
mean Projected Debt Service Coverage Ratio); (x) be determined by an Opinion of
Counsel (at the applicable Responsible Party's expense) to be a "qualified
replacement mortgage" within the meaning of Section 860G(a)(4) of the Code; (xi)
not have a maturity date after the date two years prior to the Rated Final
Distribution Date; (xii) not be substituted for a deleted Loan unless the
Trustee has received prior confirmation in writing by each Rating Agency that
such substitution will not result in the withdrawal, downgrade, or qualification
of the rating assigned by the Rating Agency to any Class of Certificates then
rated by the Rating Agency (the cost, if any, of obtaining such confirmation to
be paid by the applicable Responsible Party); (xiii) have been approved by the
Directing Certificateholder in its sole discretion; (xiv) prohibit defeasance
within two years after the Closing Date; (xv) not be substituted for a deleted
Loan if it would result in the termination of the REMIC status of any Trust
REMIC established under this Agreement or the imposition of tax on any such
Trust REMIC other than a tax on income expressly permitted or contemplated to be
received by the terms of this Agreement, as determined by an Opinion of Counsel
and (xvi) be secured by a residential cooperative property if it is replacing a
Co-op Loan. In the event that one or more mortgage loans are substituted for one
or more deleted Loans, then the amounts described in clause (i) shall be
determined on the basis of aggregate principal balances and the rates described
in clause (ii) above (provided that no Net Mortgage Rate shall be less than the
Pass-Through Rate of any Class of Sequential Pay Certificates then outstanding)
and the remaining term to stated maturity referred to in clause (v) above shall
be determined on a weighted average basis. When a Qualified Substitute Mortgage
Loan is substituted for a deleted Loan, the applicable Responsible Party shall
certify that such mortgage loan meets all of the requirements of the above
definition and shall send such certification to the Trustee. Any Qualifying
Substitute Mortgage Loan substituted for the Carlton Court Apartments Loan shall
be an asset solely of the Carlton Court Apartments Loan REMIC.

      "Rated Final Distribution Date": As to each Class of Sequential Pay
Certificates, other than the Class S Certificates, the Distribution Date
occurring in February 2039.

      "Rating Agency": Each of S&P and Fitch, or their successors in interest.
If any of such rating agencies or any successor thereto ceases to remain in
existence, "Rating Agency" shall be deemed to refer to any other NRSRO, or other
comparable Person, designated by the Depositor to replace the rating agency that
has ceased to exist. Notice of such designation shall be given to the Trustee
and the Master Servicer, and the specific ratings of Fitch and S&P herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated; provided, however, that if such designated party has not then
assigned a rating to a depository institution, insurer or any other Person or
item, then any failure to satisfy a requirement under this Agreement to meet or
maintain such equivalent rating shall not be deemed an Event of Default or
breach of the Servicing Standard solely as a result of such failure.

      "Record Date": With respect to any Distribution Date, the last Business
Day of the month immediately preceding the month in which such Distribution Date
occurs.

      "Registered Certificate": Any Certificate that has been subject to
registration under the Securities Act. As of the Closing Date, the Class A-1,
Class A-1-A, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-M, Class A-J,
Class B, Class C, Class D, Class E and Class F Certificates constitute
Registered Certificates.

      "Registrar Office":  As defined in Section 5.02(a).

      "Regular Certificate": Any Sequential Pay Certificate or Interest-Only
Certificate.

      "Regulation AB": Subpart 229.1100 - Asset Backed Securities (Regulation
AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from time to
time, and subject to such clarification and interpretation as have been provided
by the Commission in the adopting release (Asset-Backed Securities, Securities
Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or its staff
from time to time.

      "Regulation S": Regulation S under the Securities Act.

      "Regulation S Global Certificate": With respect to any Class of Book-Entry
Non-Registered Certificates offered and sold outside of the United States in
reliance on Regulation S, a single global Certificate, or multiple global
Certificates collectively, in definitive, fully registered form without interest
coupon, each of which Certificates bears a Regulation S Legend.

      "Regulation S Legend": With respect to any Class of Book-Entry
Non-Registered Certificates offered and sold outside the United States in
reliance on Regulation S, a legend generally to the effect that such
Certificates may not be offered, sold, pledged or otherwise transferred in the
United States or to a United States Securities Person prior to the Release Date
except pursuant to an exemption from the registration requirements of the
Securities Act.

      "Reimbursement Rate": The rate per annum applicable to the accrual of
interest on Servicing Advances in accordance with Section 3.03(d) and P&I
Advances in accordance with Section 4.03(d), which rate per annum shall equal
the "Prime Rate" published in the "Money Rates" Section of The Wall Street
Journal (or, if such Section or publication is no longer available, such other
comparable publication as is determined by the Trustee in its sole discretion)
as may be in effect from time to time, or, if the "Prime Rate" no longer exists,
such other comparable rate (as determined by the Trustee in its reasonable
discretion) as may be in effect from time to time.

      "Release Date": With respect to any Class of Non-Registered Certificates
(other than the Class R and Class V Certificates), the date that is 40 days
following the later of (i) the commencement of the offering of such
Non-Registered Certificates to Persons other than distributors in reliance upon
Regulation S under the Securities Act and (ii) the date of closing of such
offering.

      "Relevant Servicing Criteria": The Servicing Criteria applicable to each
Reporting Servicer (as set forth, with respect to each Master Servicer, each
Special Servicer and the Trustee, on Exhibit U attached hereto). For
clarification purposes, multiple Reporting Servicers can have responsibility for
the same Relevant Servicing Criteria and some of the Servicing Criteria will not
be applicable to certain Reporting Servicers. With respect to a Servicing
Function Participant engaged by the Trustee, a Master Servicer or a Special
Servicer, the term "Relevant Servicing Criteria" refers to the items of the
Relevant Servicing Criteria applicable to the Trustee, the Master Servicer or
the Special Servicer that engaged such Servicing Function Participant that are
applicable to such Servicing Function Participant based on the functions it has
been engaged to perform.

      "Remaining Principal Distribution Amount": As to any Distribution Date and
any Class of Sequential Pay Certificates (exclusive of the Class A Sequential
Pay Certificates), the amount, if any, by which the Principal Distribution
Amount for such Distribution Date exceeds the aggregate amount distributed in
respect of principal on such Distribution Date to all Classes of Sequential Pay
Certificates (including the Class A Sequential Pay Certificates) senior to the
subject Class.

      "REMIC": A "real estate mortgage investment conduit" as defined in Section
860D of the Code (or any successor thereto).

      "REMIC Provisions": Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of Subtitle A of the Code, and related
provisions, and temporary and final regulations and, to the extent not
inconsistent with such temporary and final regulations, proposed regulations,
and published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.

      "Rents from Real Property": With respect to any REO Property, gross income
of the character described in Section 856(d) of the Code.

      "REO Account": A segregated custodial account or accounts created and
maintained by a Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders and any related Junior Loan
Holder(s), which shall be entitled "[name of Special Servicer], as Special
Servicer, in trust for [name of Trustee], as Trustee, for Holders of Credit
Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through
Certificates and any related Junior Loan Holder(s), as their interests may
appear, Series 2006-C1, REO Account". Any such account or accounts shall be an
Eligible Account.

      "REO Acquisition": With respect to any Loan, the acquisition by the Trust
Fund of REO Property related to such Loan.

      "REO Acquisition Date": With respect to any REO Property, the first day on
which such REO Property is acquired by the Trust Fund and the Lower-Tier REMIC,
or with respect to the Carlton Court Apartments Loan, the Carlton Court
Apartments Loan REMIC, within the meaning of Treasury Regulations Section
1.856-6(b)(1), which is the first day on which the Lower-Tier REMIC or the
Carlton Court Apartments REMIC, as applicable, is treated as the owner of such
REO Property (or any interest therein) for federal income tax purposes.

      "REO Disposition": The sale or other disposition of the REO Property
pursuant to Section 3.18(e).

      "REO Extension": As defined in Section 3.16(a).

      "REO Loan": Any Loan or Junior Loan deemed to be outstanding with respect
to each REO Property. Each REO Loan shall be deemed to be outstanding for so
long as the related REO Property remains part of the Trust Fund, and shall be
deemed to provide for Assumed Scheduled Payments on each Due Date therefor and
otherwise have the same terms and conditions as its predecessor Loan or Junior
Loan, as the case may be, including, without limitation, with respect to the
calculation of the Mortgage Rate in effect from time to time (such terms and
conditions to be applied without regard to the default on such predecessor Loan
or Junior Loan, as the case may be). Each REO Loan shall be deemed to have an
initial outstanding principal balance and, if applicable, Stated Principal
Balance equal to the outstanding principal balance and, if applicable, Stated
Principal Balance, respectively, of its predecessor Loan or Junior Loan, as
applicable, as of the related REO Acquisition Date. All amounts due and owing in
respect of the predecessor Loan or Junior Loan, as applicable, as of the related
REO Acquisition Date, including, without limitation, accrued and unpaid
interest, shall continue to be due and owing in respect of an REO Loan. All
amounts payable or reimbursable to any Master Servicer, any Special Servicer or
the Trustee, as applicable, in respect of the predecessor Loan or Junior Loan as
of the related REO Acquisition Date, including, without limitation, any unpaid
Special Servicing Fees and Master Servicing Fees and any unreimbursed Advances,
together with any interest accrued and payable to the applicable Master Servicer
or the Trustee in respect of such Advances in accordance with Section 3.03(d) or
Section 4.03(d), shall continue to be payable or reimbursable to the relevant
party hereunder in respect of an REO Loan. In addition, Workout-Delayed
Reimbursement Amounts and Nonrecoverable Advances with respect to an REO Loan
(including interest accrued thereon), in each case, that were paid from general
collections on the Mortgage Pool and resulted in principal distributed to the
Certificateholders being reduced shall be deemed outstanding until recovered.
Collections in respect of each REO Loan (exclusive of amounts to be applied to
the payment of, or to be reimbursed to a Master Servicer or Special Servicer for
the payment of, the costs of operating, managing and maintaining the related REO
Property) shall be treated: first, as a recovery of accrued and unpaid Advances,
Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts with respect
to such REO Loan (in the case of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts, that were paid from general collections of principal on
the Mortgage Pool and resulted in principal distributed to the
Certificateholders being reduced), Primary Servicing Fees and Master Servicing
Fees and related interest due the applicable Master Servicer or the Trustee;
second, as a recovery of any remaining accrued and unpaid interest on such REO
Loan at the related Net Mortgage Rate to but not including the Due Date in the
Due Period of receipt; third, as a recovery of principal of such REO Loan to the
extent of its entire unpaid principal balance; and fourth, in accordance with
the Servicing Standard of the Master Servicer, as a recovery of any other
amounts due and owing in respect of such REO Loan, including, without
limitation, prepayment consideration and Penalty Charges.

      "REO Property": A Mortgaged Property acquired on behalf and in the name of
the Trustee for the benefit of the Certificateholders (or, in the case of a
Mortgaged Property securing the Saint Louis Galleria Total Loan or any CBA A/B
Loan Pair, for the benefit of the Certificateholders and the Junior Loan
Holder(s), as their interests may appear), through foreclosure, acceptance of a
deed-in-lieu of foreclosure or otherwise in accordance with applicable law in
connection with the default or imminent default of a Loan or a Loan Combination.

      "REO Revenues": All income, rents and profits derived from the ownership,
operation or leasing of any REO Property.

      "Reportable Event": As defined in Section 11.09.

      "Reporting Servicer": The Master Servicers, the Special Servicers, the
Trustee and any Servicing Function Participant, as the case may be.

      "Request for Release": A release signed by a Servicing Officer of a Master
Servicer or a Special Servicer, as applicable, in the form of Exhibit D attached
hereto.

      "Requesting Subordinate Certificateholder": The Holder of any of the Class
L, Class M, Class N, Class O, Class P, Class Q or Class S Certificates, that
delivers notice to the Trustee, the Master Servicers and the Special Servicers
indicating that such Holder is a "Requesting Subordinate Certificateholder".

      "Responsible Officer": When used with respect to the initial Trustee, any
Vice President, Assistant Vice President or trust officer of the Trustee having
direct responsibility for the administration of this Agreement, and with respect
to any successor Trustee, any officer or assistant officer in the corporate
trust department of the Trustee or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers to whom a particular matter is referred by the Trustee because of such
officer's knowledge of and familiarity with the particular subject.

      "Responsible Party": As to the specified Loans, the indicated party: (a)
in the case of the CSMC Loans, the CSMC Mortgage Loan Seller; (b) in the case of
the GMACCM Loans, the GMACCM Mortgage Loan Seller; (c) in the case of the
KeyBank Loans, the KeyBank Mortgage Loan Seller and (d) in the case of the NCB,
FSB Loans, the NCB, FSB Mortgage Loan Seller; provided that, insofar as the
obligations of the CSMC Mortgage Loan Seller under Section 7 of the CSMC
Mortgage Loan Purchase Agreement are guaranteed by the Column Performance
Guarantor, then the term "Responsible Party" shall, as to the CSMC Loans, mean
the CSMC Mortgage Loan Seller and the Column Performance Guarantor, individually
and collectively, as the context may require.

      "Restricted Master Servicer Reports": Collectively, to the extent not
filed with the Commission, the CMSA Comparative Financial Status Report, the
CMSA Servicer Watch List, the CMSA Operating Statement Analysis Report, the CMSA
Financial File, the Asset Status Report and CMSA NOI Adjustment Worksheet.

      "Revised Rate": With respect to the ARD Loans, the increased interest rate
after the Anticipated Repayment Date (in the absence of a default) for each
applicable ARD Loan, as calculated and as set forth in the related ARD Loan.

      "Rule 144A Global Certificate": With respect to any Class of Book-Entry
Non-Registered Certificates, a single global Certificate, or multiple global
Certificates collectively, registered in the name of the Depository or its
nominee, in definitive, fully registered form without interest coupons, each of
which Certificates bears a Qualified Institutional Buyer CUSIP number and does
not bear a Regulation S Legend.

      "S&P": Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc., and its successors in interest. If neither such rating agency
nor any successor remains in existence, "S&P" shall be deemed to refer to such
other nationally recognized statistical rating agency or other comparable Person
designated by the Depositor, notice of which designation shall be given to the
other parties hereto, and specific ratings of Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc. herein referenced shall
be deemed to refer to the equivalent ratings of the party so designated;
provided, however, that if such designated party has not then assigned a rating
to a depository institution, insurer or any other Person or item, then any
failure to satisfy a requirement under this Agreement to meet or maintain such
equivalent rating shall not be deemed an Event of Default or breach of the
Servicing Standard solely as a result of such failure. References herein to
"applicable rating category" (other than such references to "highest applicable
rating category") shall, in the case of S&P, be deemed to refer to such
applicable rating category of S&P, without regard to any plus or minus or other
comparable rating qualification.

      "Saint Louis Galleria B-1 Loan": The mortgage loan that is secured, on a
subordinate basis, by the same Mortgage on the Saint Louis Galleria Property as
the Saint Louis Galleria Loan, has a Cut-off Date Principal Balance of
$36,000,000 and is evidenced by the Note designated "Note B-1". The Saint Louis
Galleria B-1 Loan is not a "Loan" hereunder.

      "Saint Louis Galleria B-1 Loan Holder": The holder of the Saint Louis
Galleria B-1 Loan or any successor REO Loan with respect thereto.

      "Saint Louis Galleria B-2 Loan": The mortgage loan that is secured, on a
subordinate basis, by the same Mortgage on the Saint Louis Galleria Property as
the Saint Louis Galleria Loan, has an aggregate Cut-off Date Principal Balance
of $11,000,000 and is evidenced by the Note designated "Note B-2". The Saint
Louis Galleria B-2 Loan is not a "Loan" hereunder.

      "Saint Louis Galleria B-2 Loan Holder": The holder of the Saint Louis
Galleria B-2 Loan or any successor REO Loan with respect thereto.

      "Saint Louis Galleria B-3 Loan": The mortgage loan that is secured, on a
subordinate basis, by the same Mortgage on the Saint Louis Galleria Property as
the Saint Louis Galleria Loan, has a Cut-off Date Principal Balance of
$25,000,000 and is evidenced by the Note designated "Note B-3". The Saint Louis
Galleria B-3 Loan is not a "Loan" hereunder.

      "Saint Louis Galleria B-3 Loan Holder": The holder of the Saint Louis
Galleria B-3 Loan or any successor REO Loan with respect thereto.

      "Saint Louis Galleria Consultation Actions": Any of the actions referred
to in Section 20(b) of the Saint Louis Galleria Intercreditor Agreement with
respect to the Saint Louis Galleria Total Loan or any Saint Louis Galleria REO
Property.

      "Saint Louis Galleria Controlling Holder": As of any date of
determination, the then "Controlling Holder" under the Saint Louis Galleria
Intercreditor Agreement.

      "Saint Louis Galleria Controlling Junior Loan Holder": The "Controlling
Junior Noteholder" under the Saint Louis Galleria Intercreditor Agreement.

      "Saint Louis Galleria Cure Event": A "Cure Event" under the Saint Louis
Galleria Intercreditor Agreement.

      "Saint Louis Galleria Cure Payment": A "Cure Payment" under the Saint
Louis Galleria Intercreditor Agreement.

      "Saint Louis Galleria Intercreditor Agreement": The Agreement Among
Noteholders dated as of December 21, 2005, by and between Column Financial,
Inc., as Initial Note A Holder, Metropolitan Life Insurance Company, as Initial
Note B-1 Holder, Prima Mortgage Investment Trust, LLC, as Initial Note B-2
Holder and City and County of San Francisco Employees' Retirement System, as
Initial Note B-3 Holder.

      "Saint Louis Galleria Junior Loan(s)": The Saint Louis Galleria B-1 Loan,
the Saint Louis Galleria B-2 Loan and the Saint Louis Galleria B-3 Loan,
individually or collectively, as the context may require.

      "Saint Louis Galleria Junior Loan Holder": The Saint Louis Galleria B-1
Loan Holder, the Saint Louis Galleria B-2 Loan Holder and the Saint Louis
Galleria B-3 Loan Holder, individually or collectively, as the context may
require.

      "Saint Louis Galleria Junior Holder Designee": The "Note B Holder
Designee" under the Saint Louis Galleria Intercreditor Agreement.

      "Saint Louis Galleria Loan": With respect to the Saint Louis Galleria
Total Loan, the mortgage loan, with a Cut-off Date Principal Balance of
$180,000,000, that is included in the Trust Fund and secured by a Mortgage on
the Saint Louis Galleria Property. The Saint Louis Galleria Loan is a "Loan".

      "Saint Louis Galleria Property": The Mortgaged Property identified on the
Mortgage Loan Schedule as "Saint Louis Galleria".

      "Saint Louis Galleria Total Loan": The aggregate indebtedness, with an
original principal amount of $252,000,000 that is secured by the related
Mortgage on the Saint Louis Galleria Property. References herein to the Saint
Louis Galleria Total Loan shall be construed to refer to the aggregate
indebtedness under the Saint Louis Galleria Loan and the Saint Louis Galleria
Junior Loans.

      "Saint Louis Galleria Triggering Event of Default": A "Triggering Event of
Default" under the Saint Louis Galleria Intercreditor Agreement.

      "Sarbanes-Oxley Act": The Sarbanes-Oxley Act of 2002 and the rules and
regulations of the Commission promulgated thereunder (including any
interpretations thereof by the Commission's staff).

      "Sarbanes-Oxley Certification": As defined in Section 11.08.

      "Securities Act": The Securities Act of 1933, as amended and the rules and
regulations thereunder.

      "Security Agreement": With respect to any Loan or Junior Loan, any
security agreement or equivalent instrument, whether contained in the related
Mortgage or executed separately, creating in favor of the holder of such
Mortgage a security interest in the personal property constituting security for
repayment of such Loan or Junior Loan, as the case may be.

      "Security Position Listing": A listing prepared by the Depository of the
holdings of Depository Participants with respect to the Certificates.

      "Senior Principal Distribution Cross-Over Date": The first Distribution
Date as of which the aggregate of the Class Principal Balances of the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1-A Certificates
outstanding immediately prior thereto equals or exceeds the sum of (a) the
aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following such Distribution Date, plus (b) the lesser of (i) the
Principal Distribution Amount for such Distribution Date and (ii) the portion of
the Available Distribution Amount for such Distribution Date that will remain
after all distributions of interest to be made on the Class A-X, Class A-Y,
Class A-1, Class A-2, Class A-3, Class A-4 and Class A-1-A Certificates on such
Distribution Date pursuant to Section 4.01(a) have been so made.

      "Sequential Pay Certificates": Any of the Class A-1, Class A-1-A, Class
A-2, Class A-3, Class A-AB, Class A-4, Class A-M, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P, Class Q or Class S Certificates.

      "Serviced Loan Combinations": The Saint Louis Galleria Total Loan and,
with respect to each CBA A/B Loan Pair, upon a "Material Default" under the
related CBA A/B Intercreditor Agreement, such CBA A/B Loan Pair, collectively.

      "Servicer": As defined in Section 11.03.

      "Service(s)(ing)": In accordance with Regulation AB, the act of servicing
and administering the Loans or any other assets of the Trust by an entity that
meets the definition of "servicer' set forth in Item 1101 of Regulation AB and
is subject to the disclosure requirements set forth in 1108 of Regulation AB.
For clarification purposes, any uncapitalized occurrence of this term shall have
the meaning commonly understood by participants in the commercial
mortgage-backed securitization market.

      "Servicing Account": The account or accounts created and maintained
pursuant to Section 3.03.

      "Servicing Advances": All customary, reasonable and necessary
"out-of-pocket" costs and expenses, including attorneys' fees and expenses and
fees of real estate brokers, paid or to be paid, as the context requires, out of
its own funds, by a Master Servicer or Special Servicer (or, if applicable, the
Trustee) in connection with the servicing of a Loan and/or (if applicable) the
related Junior Loan(s), after a default, delinquency or other unanticipated
event has occurred or is reasonably foreseeable, or in connection with the
administration of any REO Property, including (1) any such costs and expenses
associated with (a) compliance with the obligations of a Master Servicer and/or
Special Servicer set forth in Sections 2.03, 3.03(c) and 3.09, (b) the
preservation, insurance, restoration, protection and management of a Mortgaged
Property, including the cost of any "force placed" insurance policy purchased by
a Master Servicer or Special Servicer to the extent such cost is allocable to a
particular Mortgaged Property that such Master Servicer or Special Servicer is
required to cause to be insured pursuant to Section 3.07, (c) obtaining any
Insurance and Condemnation Proceeds or Liquidation Proceeds in respect of any
such Loan, Junior Loan or any REO Property, (d) any enforcement or judicial
proceedings with respect to any such Loan and/or (if applicable) the related
Junior Loan(s), including foreclosures and similar proceedings, (e) the
operation, leasing, management, maintenance and liquidation of any REO Property,
(f) obtaining any Appraisal or environmental report required to be obtained
hereunder, and (g) UCC filings (to the extent that the costs thereof are not
reimbursed by the related Borrower), (2) the reasonable and direct out-of-pocket
travel expenses incurred by a Special Servicer in connection with performing
inspections pursuant to Section 3.19, and (3) any other expenditure which is
expressly designated as a Servicing Advance herein.

      "Servicing Criteria": The criteria set forth in paragraph (d) of Item 1122
of Regulation AB as such may be amended from time to time.

      "Servicing Fee": With respect to any Loan, or Saint Louis Galleria Junior
Loan (and any successor REO Loan with respect to any of the foregoing), any
related Master Servicing Fee and related Primary Servicing Fee, together.

      "Servicing Fee Rate": With respect to any Loan or Saint Louis Galleria
Loan (and any successor REO Loan with respect to any of the foregoing), the sum
of any related Master Servicing Fee Rate and any related Primary Servicing Fee
Rate.

      "Servicing File": Any documents, certificates, opinions and reports (other
than documents required to be part of the related Mortgage File) delivered by
the related Borrower in connection with or relating to the origination and
servicing of any Loan or Junior Loan or which are reasonably required for the
ongoing administration of such Loan or Junior Loan, as the case may be,
including appraisals, surveys, engineering reports, environmental reports,
financial statements, leases, rent rolls and tenant estoppels, but excluding any
other documents and writings that have been prepared by the related Mortgage
Loan Seller or any of its Affiliates solely for internal credit analysis or
other internal uses or any attorney-client privileged communication, together
with copies of documents required to be part of the related Mortgage File.

      "Servicing Function Participant": Any Person, other than the Master
Servicers, the Special Servicers and the Trustee, that is, within the meaning of
Item 1122 of Regulation AB, performing activities that address the Servicing
Criteria, unless such Person's activities relate only to 5% or less of the Loans
(calculated by Stated Principal Balance).

      "Servicing Group": Servicing Group A, Servicing Group B or Servicing Group
C, as applicable.

      "Servicing Group A": Collectively, all of the Loans that are Group A Loans
and any successor REO Loans with respect thereto.

      "Servicing Group B": Collectively, all of the Loans that are Group B Loans
and any successor REO Loans with respect thereto.

      "Servicing Group C": Collectively, all of the Loans that are Group C Loans
and any successor REO Loans with respect thereto.

      "Servicing Officer": Any officer and/or employee of a Master Servicer or
Special Servicer involved in, or responsible for, the administration and
servicing of Loans, whose name and specimen signature appear on a list of
servicing officers furnished by such Master Servicer or Special Servicer, as the
case may be, to the Trustee and the Depositor on the Closing Date as such list
may be amended from time to time thereafter.

      "Servicing Standard-General": As defined in Section 3.01(a).

      "Servicing Standard-GMACCM": As defined in Section 3.01(b).

      "Servicing Standard": With respect to GMACCM, the Servicing
Standard-GMACCM, and with respect to any other servicer, the Servicing
Standard-General.

      "Servicing Transfer Event": With respect to any Loan or Junior Loan, as
applicable, the occurrence of any of the following events:

            (i) a payment default shall have occurred on such Loan or Junior
      Loan, as the case may be, at its Maturity Date (except, if (a) the
      Borrower is making its Assumed Scheduled Payment, (b) the Borrower
      notifies the Master Servicer of its intent to refinance such Loan or
      Junior Loan, as the case may be, and is diligently pursuing such
      refinancing, (c) the Borrower delivers a firm commitment to refinance
      acceptable to the applicable Special Servicer, with the consent of the
      Directing Certificateholder within 45 days after the Maturity Date, and
      (d) such refinancing occurs within 60 days of such default, which 60-day
      period may be extended to 120 days at the applicable Special Servicer's
      discretion, with the consent of the Directing Certificateholder);
      provided, that in the case of clause (c) and clause (d) the applicable
      Special Servicer will not follow any such direction, or refrain from
      acting based upon the lack of any such direction, of the Directing
      Certificateholder, if following any such direction of the Directing
      Certificateholder or refraining from taking such action based upon the
      lack of any such direction of the Directing Certificateholder would
      violate the Servicing Standard; or

            (ii) any Monthly Payment (other than a Balloon Payment) is 60 days
      or more delinquent (unless, with respect to the Carlton Court Apartments
      Loan, such default is cured by the Directing Certificateholder of the
      Class CCA Certificates in accordance with Section 3.33(c)); or

            (iii) the applicable Master Servicer or, with the approval of the
      Directing Certificateholder, the applicable Special Servicer determines
      that a payment default or a material non-monetary default has occurred or
      is imminent and is not likely to be cured within 60 days (unless, with
      respect to the Carlton Court Apartments Loan, such default is cured by the
      Directing Certificateholder of the Class CCA Certificates in accordance
      with Section 3.33(c)); or

            (iv) a decree or order of a court or agency or supervisory authority
      having jurisdiction in the premises in an involuntary case under any
      present or future federal or state bankruptcy, insolvency or similar law
      or the appointment of a conservator or receiver or liquidator in any
      insolvency, readjustment of debt, marshaling of assets and liabilities or
      similar proceedings, or for the winding-up or liquidation of its affairs
      is entered against the related Borrower; provided that if such decree or
      order is discharged or stayed within 60 days of being entered, such Loan
      or Junior Loan, as the case may be, shall not be a Specially Serviced Loan
      (and no Special Servicing Fees, Workout Fees or Liquidation Fees will be
      payable with respect thereto); or

            (v) the related Borrower shall file for or consent to the
      appointment of a conservator or receiver or liquidator in any insolvency,
      readjustment of debt, marshaling of assets and liabilities or similar
      proceedings of or relating to such Borrower or of or relating to all or
      substantially all of its property; or

            (vi) the related Borrower shall admit in writing its inability to
      pay its debts generally as they become due, file a petition to take
      advantage of any applicable insolvency or reorganization statute, make an
      assignment for the benefit of its creditors, or voluntarily suspend
      payment of its obligations; or

            (vii) the applicable Master Servicer has received notice of the
      foreclosure or proposed foreclosure of any lien on the related Mortgaged
      Property; or

            (viii) with respect to any Loan that is a part of any Loan
      Combination where the related Junior Loan Holder has exercised its right
      to cure consecutive monetary defaults up to the amount of consecutive
      monetary defaults permitted pursuant to the related Intercreditor
      Agreement, the occurrence of a monetary default in the following month; or

            (ix) any other default has occurred which, in the reasonable
      judgment of the applicable Special Servicer (with the approval of the
      Directing Certificateholder) or the applicable Master Servicer, has
      materially and adversely affected the value of such Loan or Junior Loan,
      as the case may be, or otherwise materially and adversely affects the
      interests of the Certificateholders and, in either such case, has
      continued unremedied for 30 days (irrespective of any applicable grace
      period specified in the related Loan Documents) (unless, with respect to
      the Carlton Court Apartments Loan, such default is cured by the Directing
      Certificateholder of the Class CCA Certificates in accordance with Section
      3.33(c)), provided that the failure of the related Borrower to obtain
      all-risk casualty insurance that does not contain any carve-out for
      terrorist or similar act (other than such amounts as are specifically
      required by the related Loan Agreement) shall not apply with respect to
      this clause if the applicable Special Servicer has determined in
      accordance with the Servicing Standard that either (a) such insurance is
      not available at commercially reasonable rates and that such hazards are
      not at the time commonly insured against for properties similar to the
      Mortgaged Property and located in or around the region in which such
      Mortgaged Property is located or (b) such insurance is not available at
      any rate; or

            (x) with respect to the Carlton Court Apartments Loan, the election
      by the Directing Certificateholder of the Class CCA Certificates not to
      cure a monetary or non-monetary default within the Class CCA Cure Period
      as described in Section 3.33(c), which default would otherwise result in a
      Servicing Transfer Event with respect to such Loan; or

            (xi) with respect to the Carlton Court Apartments Loan, the election
      by the Directing Certificateholder of the Class CCA Certificates, not to
      exercise its purchase option within the Class CCA Purchase Option Period
      with respect to such Mortgage Loan under Section 3.33(b), if the event
      giving rise to such purchase option would otherwise result in a Servicing
      Transfer Event with respect to such Loan.

      Notwithstanding the foregoing, if a default occurs under any Loan
Combination, which the related Junior Loan Holder has the option to cure
pursuant to the related Intercreditor Agreement, then a Servicing Transfer Event
will not be deemed to have occurred with respect to such Loan Combination and
such Loan Combination will not be considered a Specially Serviced Loan unless
and until the related Junior Loan Holder does not exercise its option to cure
prior to the expiration of the applicable cure period as described in such
related Intercreditor Agreement.

      "Significant Loan": At any time, (a) any Loan (i) whose principal balance
is $20,000,000 or more at such time or (ii) that is (x) a Loan, (y) part of a
group of Crossed Loans or (z) part of a group of Loans made to affiliated
Borrowers that, in each case, in the aggregate, represents 5% or more of the
aggregate outstanding principal balance of the Mortgage Pool at such time or (b)
any one of the ten largest Loans (which for the purposes of this definition
shall include groups of Crossed Loans and groups of Loans made to affiliated
Borrowers), by outstanding principal balance at such time.

      "Similar Law": Any federal, state or local law materially similar to
Section 406 or 407 of ERISA or Section 4975 of the Code.

      "Single-Purpose Entity" or "SPE": A person, other than an individual,
whose organizational documents provide (with such exceptions as may be approved
by the applicable Master Servicer or Special Servicer in their respective
discretion, in each case in accordance with the Servicing Standard) that it is
formed solely for the purpose of owning and pledging Defeasance Collateral
relating to one or more Defeasance Loans; shall not engage in any business
unrelated to such Defeasance Collateral; shall not have any assets other than
those related to its interest in the Defeasance Collateral and may not incur any
indebtedness other than as required to assume the defeased obligations under the
related Note or Notes that have been defeased; shall maintain its own books,
records and accounts, in each case which are separate and apart from the books,
records and accounts of any other Person; shall hold regular meetings, as
appropriate, to conduct its business, and shall observe all entity level
formalities and recordkeeping; shall conduct business in its own name and use
separate stationery, invoices and checks; may not guarantee or assume the debts
or obligations of any other Person; shall not commingle its assets or funds with
those of any other Person; shall pay its obligations and expenses and the
salaries of its own employees from its own funds and allocate and charge
reasonably and fairly any common employees or overhead shared with Affiliates;
shall prepare separate tax returns and financial statements or, if part of a
consolidated group, shall be shown as a separate member of such group; shall
transact business with Affiliates on an arm's-length basis pursuant to written
agreements; shall hold itself out as being a legal entity, separate and apart
from any other Person; if such entity is a limited partnership, shall have as
its only general partners, general partners which are Single-Purpose Entities
which are corporations; if such entity is a corporation, at all relevant times,
has and will have at least one Independent Director; the board of directors of
such entity shall not take any action requiring the unanimous affirmative vote
of 100% of the members of the board of directors unless all of the directors,
including without limitation all Independent Directors, shall have participated
in such vote; shall not fail to correct any known misunderstanding regarding the
separate identity of such entity; if such entity is a limited liability company,
shall have at least one member that is a Single-Purpose Entity which is a
corporation, and such corporation shall be the managing member of such limited
liability company; shall hold its assets in its own name; except for the pledge
of such Defeasance Collateral, shall not pledge its assets for the benefit of
any other person or entity; shall not make loans or advances to any person or
entity; shall not identify its partners, members or shareholders, or any
affiliates of any of them as a division or part of it; if such entity is a
limited liability company, such entity shall dissolve only upon the bankruptcy
of the managing member, and such entity's articles of organization, certificate
of formation and/or operating agreement, as applicable, shall contain such
provision; if such entity is a limited liability company or limited partnership,
and such entity has one or more managing members or general partners, as
applicable, then such entity shall continue (and not dissolve) for so long as a
solvent managing member or general partner, as applicable, exists and such
entity's organizational documents shall contain such provision. The SPE's
organizational documents shall further prohibit any dissolution and winding up
and provide that any insolvency filing for such entity requires the unanimous
consent of all partners, directors (including without limitation all Independent
Directors) or members, as applicable, and that such documents may not without
Rating Agency confirmation of Certificate ratings, in respect of any Significant
Loan, be amended with respect to the Single-Purpose Entity requirements so long
as any Certificates are outstanding.

      "Sole Certificateholder": Any Holder (or Holders provided they act in
unanimity) holding 100% of then outstanding Class A-X, Class A-Y, Class L, Class
M, Class N, Class O, Class P, Class Q and Class S Certificates or an assignment
of the voting rights thereof; provided, however, that the Class Principal
Balances of the Class A-1, Class A-1-A, Class A-2, Class A-3, Class A-AB, Class
A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J and Class K Certificates have been reduced to zero.

      "Special Servicer": With respect to (a) all of the Group A and Group B
Loans, any related Junior Loans and any related REO Properties, and any matters
relating to the foregoing, Special Servicer No. 1, and (b) all of the Group C
Loans and any related REO Properties, and any matters relating to the foregoing,
Special Servicer No. 2.

      "Special Servicer No. 1": GMAC Commercial Mortgage Corporation, in its
capacity as special servicer with respect to the Group A and Group B Loans, any
related Junior Loans and any related REO Properties hereunder, or any successor
special servicer appointed as provided herein with respect to the Group A and
Group B Loans, any related Junior Loans and any related REO Properties.

      "Special Servicer No. 2": National Consumer Cooperative Bank, in its
capacity as special servicer with respect to the Group C Loans (as well as the
Group B Loans which are secured by residential cooperative properties) and any
related REO Properties hereunder, or any successor special servicer appointed as
provided herein with respect to the Group C Loans (as well as the Group B Loans
which are secured by residential cooperative properties) and any related REO
Properties.

      "Special Servicing Fee": With respect to each Specially Serviced Loan and
REO Loan, the fee payable to the applicable Special Servicer pursuant to the
first paragraph of Section 3.11(b), computed on the basis of the Stated
Principal Balance of the related Loan and for the same period for which any
related interest payment on the related Specially Serviced Loan is computed, as
more particularly described in Section 3.11(b).

      "Special Servicing Fee Rate": With respect to each Specially Serviced Loan
and each REO Loan, 0.25% per annum.

      "Specially Designated Co-op Loan": Any NCB Loan that constitutes a Co-op
Loan or any successor REO Loan with respect thereto.

      "Specially Serviced Loan": As defined in Section 3.01(a).

      "Startup Day": The Closing Date.

      "State Tax Laws": The state and local tax laws of any state, the
applicability of which to the Trust Fund or the Trust REMICs shall have been
confirmed to the Trustee in writing either by the delivery to the Trustee of an
Opinion of Counsel to such effect (which Opinion of Counsel shall not be at the
expense of the Trustee), or by the delivery to the Trustee of a written
notification to such effect by the taxing authority of such state.

      "Stated Principal Balance": With respect to any Loan, the Carlton Court
Apartments Pooled Portion, the Carlton Court Apartments Non-Pooled Portion or
Junior Loan (other than an REO Loan), as of any date of determination, an amount
equal to (x) the Cut-off Date Principal Balance of such Loan or such Junior
Loan, as the case may be, or with respect to a Qualified Substitute Mortgage
Loan being substituted for another Loan pursuant to or as contemplated by
Section 2.03(b) hereof, the outstanding principal balance of such Qualified
Substitute Mortgage Loan after application of all scheduled payments of
principal and interest due during or prior to the month of substitution, whether
or not received, minus (y) the sum of:

            (i) the principal portion of each Monthly Payment due on such Loan,
      Carlton Court Apartments Pooled Portion, Carlton Court Apartments
      Non-Pooled Portion or Junior Loan, as the case may be, after the Cut-off
      Date (or, with respect to a Qualified Substitute Mortgage Loan substituted
      for another Loan pursuant to or as contemplated by Section 2.03(b) hereof,
      the applicable Due Date during the month of substitution), to the extent
      received from the Borrower or advanced by the applicable Master Servicer
      or Trustee, as applicable, and distributed to Certificateholders, or the
      related Junior Loan Holder, as may be applicable, on or before such date
      of determination;

            (ii) all Principal Prepayments received with respect to such Loan,
      Carlton Court Apartments Pooled Portion, Carlton Court Apartments
      Non-Pooled Portion or Junior Loan, as the case may be, after the Cut-off
      Date (or, with respect to a Qualified Substitute Mortgage Loan substituted
      for another Loan pursuant to or as contemplated by Section 2.03(b) hereof,
      the applicable Due Date during the month of substitution), to the extent
      distributed to Certificateholders, or the related Junior Loan Holder, as
      may be applicable, on or before such date of determination;

            (iii) the principal portion of all Insurance and Condemnation
      Proceeds and Liquidation Proceeds received with respect to such Loan,
      Carlton Court Apartments Pooled Portion, Carlton Court Apartments
      Non-Pooled Portion or Junior Loan, as the case may be, after the Cut-off
      Date (or, with respect to a Qualified Substitute Mortgage Loan substituted
      for another Loan pursuant to or as contemplated by Section 2.03(b) hereof,
      the applicable Due Date during the month of substitution), to the extent
      distributed to Certificateholders or the related Junior Loan Holder, as
      may be applicable, on or before such date of determination;

            (iv) any reduction in the outstanding principal balance of such
      Loan, Carlton Court Apartments Pooled Portion, Carlton Court Apartments
      Non-Pooled Portion or Junior Loan, as the case may be, resulting from a
      Deficient Valuation that occurred prior to the end of the Due Period for
      the most recent Distribution Date; and

            (v) any reduction in the outstanding principal balance of such Loan,
      Carlton Court Apartments Pooled Portion, Carlton Court Apartments
      Non-Pooled Portion or Junior Loan, as the case may be, due to a
      modification by the applicable Special Servicer pursuant to this
      Agreement, which reduction occurred prior to the end of the Due Period for
      the most recent Distribution Date.

      The Stated Principal Balance of the Carlton Court Apartments Mortgage Loan
(including the Carlton Court Apartments Pooled Portion and the Carlton Court
Apartments Non-Pooled Portion) shall equal the aggregate principal balances of
the Carlton Court Apartments Pooled Portion and Carlton Court Apartments
Non-Pooled Portion at any time of determination, each as calculated in
accordance with previous paragraph.

      With respect to any REO Loan, as of any date of determination, an amount
equal to (x) the Stated Principal Balance of the predecessor Loan or Junior Loan
(including the Stated Principal Balance of the Carlton Court Apartments Pooled
Portion and the Carlton Court Apartments Non-Pooled Portion, if applicable), as
applicable, as of the related REO Acquisition Date, minus (y) the sum of:

            (i) if such REO Loan relates to a predecessor Loan, the principal
      portion of any P&I Advance made with respect to such REO Loan on or after
      the related REO Acquisition Date, to the extent distributed to
      Certificateholders on or before such date of determination; and

            (ii) the principal portion of all Insurance and Condemnation
      Proceeds, Liquidation Proceeds and REO Revenues received with respect to
      such REO Loan, to the extent distributed to Certificateholders or the
      related Junior Loan Holder, as applicable, on or before such date of
      determination.

      Each Loan (and any successor REO Loan with respect thereto) shall be
deemed to be part of the Trust Fund and to have an outstanding Stated Principal
Balance until the Distribution Date on which the payments or other proceeds, if
any, received in connection with a Liquidation Event in respect thereof (or any
related REO Property) are to be distributed to Certificateholders; and,
following such Distribution Date, such Stated Principal Balance shall be zero.

      The Stated Principal Balance of any Loan (or any successor REO Loan with
respect thereto) as to which there has been a Final Recovery Determination shall
be, following the application of all amounts received in connection with such
Loan (or any related REO Property) in accordance with the terms hereof, zero.

      Notwithstanding anything to the contrary contained in this definition, any
payment or other collection of principal on or with respect to any Loan (or any
successor REO Loan with respect thereto) that constitutes part of the Principal
Distribution Amount for any Distribution Date, without regard to the proviso to
the first sentence of the definition of "Principal Distribution Amount" and,
further, without regard to any Principal Distribution Adjustment Amount for such
Distribution Date, shall be deemed to be distributed to Certificateholders on
such Distribution Date for purposes of this definition.

      "Statement to Certificateholders": As defined in Section 4.02(a).

      "Static Prepayment Premium": A form of prepayment consideration payable in
connection with any voluntary or involuntary principal prepayment that is
calculated solely as a specified percentage of the amount prepaid, which
percentage may change over time.

      "Sub-Servicer": Any Person engaged by either Master Servicer or the
Special Servicer to perform Servicing with respect to one or more Loans or REO
Properties, including any Primary Servicer.

      "Sub-Servicing Agreement": The subservicing agreements between a Master
Servicer or a Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Loans by such Sub-Servicer as
provided in Section 3.22, including any Primary Servicing Agreement.

      "Subordinate Certificate": Any Class A-M, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O, Class P, Class Q, Class S, Class CCA or Class R Certificate.

      "Substitution Shortfall Amount": With respect to a substitution pursuant
to or as contemplated by Section 2.03(b) hereof, an amount equal to the excess,
if any, of the Purchase Price of the Loan being replaced calculated as of the
date of substitution over the initial Stated Principal Balance of the related
Qualified Substitute Mortgage Loan. In the event that one or more Qualified
Substitute Mortgage Loans are substituted (at the same time) for one or more
deleted Loans, the Substitution Shortfall Amount shall be determined as provided
in the preceding sentence on the basis of the aggregate Purchase Prices of the
Loan or Loans being replaced and the aggregate initial Stated Principal Balances
of the related Qualified Substitute Mortgage Loan or Loans.

      "Successor Manager":  As defined in Section 3.19(b).

      "Tax Returns": The federal income tax returns on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each of the Upper-Tier REMIC, the Lower-Tier REMIC and
the Carlton Court Apartments Loan REMIC created hereunder due to its
classification as a REMIC under the REMIC Provisions, and Form 1041 for the
portion of the Trust Fund intended to be treated as a grantor trust for U.S.
federal income tax purposes, together with any and all other information,
reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal or
State Tax Laws.

      "Termination Notice": As defined in Section 7.01(b).

      "Time of Sale Information": Collectively, the Depositor's free writing
prospectus dated as of February 24, 2006 and the Depositor's free writing
prospectus dated as of March 6, 2006.

      "Transfer": Any direct or indirect transfer, sale, pledge, hypothecation,
or other form of assignment of any Ownership Interest in a Certificate.

      "Transfer Affidavit and Agreement": As defined in Section 5.02(d).

      "Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.

      "Transferor": Any Person who is disposing by Transfer any Ownership
Interest in a Certificate.

      "Treasury Rate": With respect to any Principal Prepayment made on a Loan,
the yield calculated by the linear interpolation of the yields reported in
Federal Reserve Statistical Release H.15 Selected Interest Rates (the "Release")
under the heading "U.S. government securities" and the subheading "Treasury
constant maturities" for the week ending immediately before the related
Prepayment Date, of U.S. Treasury constant maturities with maturity dates (one
longer and one shorter) most nearly approximating the Maturity Date of such Loan
(or, if such Loan is an ARD Loan, the related Anticipated Repayment Date). If
the Release is no longer published, the applicable Master Servicer shall select
a comparable publication to determine the Treasury Rate in its reasonable
discretion.

      "Trust": The trust created hereby.

      "Trust Assets": The assets comprising the Trust Fund.

      "Trust Fund": The segregated pool of assets subject hereto, constituting
the Trust, consisting of: (i) the Loans subject to this Agreement and all
interest and principal received or receivable on or with respect to the Loans
(other than payments of principal and interest due and payable on the Loans on
or before the Cut-off Date and Principal Prepayments paid on or before the
Cut-off Date), together with all documents included in the related Mortgage
Files; (ii) such funds or assets as from time to time are deposited in the
Collection Accounts, the Distribution Account, the Carlton Court Apartments Loan
REMIC Distribution Account, the Excess Liquidation Proceeds Account, the Excess
Interest Distribution Account, the Interest Reserve Account and, if established,
the REO Accounts, to the extent not allocable to a Junior Loan; (iii) any REO
Property, to the extent not allocable to a Junior Loan; (iv) the rights of the
mortgagee under all Insurance Policies with respect to the Loans; (v) the
Uncertificated Lower-Tier Interests and the Carlton Court Apartments Loan REMIC
Regular Interests; (viii) the rights of the Depositor under the Mortgage Loan
Purchase Agreements; and (ix) the rights of the Trustee under the Column
Performance Guarantee.

      "Trust REMIC": Any of the Upper-Tier REMIC, the Lower-Tier REMIC or the
Carlton Court Apartments Loan REMIC.

      "Trustee": Wells Fargo Bank, N.A., a national banking association, in its
capacity as trustee and its successors in interest, or any successor trustee
appointed as herein provided.

      "Trustee Exception Report": As defined in Section 2.02(e).

      "Trustee Fee": The fee to be paid to the Trustee as compensation for the
Trustee's activities under this Agreement.

      "Trustee Fee Rate": A rate equal to 0.00081% per annum computed on the
same basis and in the same manner as interest is computed on the related Loan or
REO Loan (except that in the case of any mortgage loans that provide for payment
of a fixed interest amount during any interest only period, on a 30/360 basis
during the interest only period of such loan and on an actual/360 basis
otherwise).

      "UCC": The Uniform Commercial Code, as enacted in each applicable state.

      "UCC Financing Statement": A financing statement filed or to be filed
pursuant to the UCC, as in effect in the relevant jurisdiction.

      "UCC Financing Statement Amendment": A financing statement amendment filed
or to be filed pursuant to the UCC, as in effect in the relevant jurisdiction.

      "Uncertificated Accrued Interest Amount": With respect to each
Distribution Date and each Uncertificated Lower-Tier Interest, an amount equal
to interest for the related Interest Accrual Period at the Lower-Tier Remittance
Rate applicable to such Uncertificated Lower-Tier Interest for such Distribution
Date, accrued on the related Lower-Tier Principal Amount of such Uncertificated
Lower-Tier Interest (or, in the case of the Class LA-Y Lower-Tier Interest, on
the Lower-Tier Notional Balance thereof) immediately prior to such Distribution
Date. With respect to each Distribution Date and each Carlton Court Apartments
Loan REMIC Regular Interest, an amount equal to interest for the related
Interest Accrual Period at the Carlton Court Apartments Loan REMIC Remittance
Rate applicable to such Carlton Court Apartments Loan REMIC Regular Interest for
such Distribution Date, accrued on the related Loan REMIC Principal Balance of
such Carlton Court Apartments Loan REMIC Regular Interest immediately prior to
such Distribution Date. The Uncertificated Accrued Interest Amount for each
Uncertificated Lower-Tier Interest and Carlton Court Apartments Loan REMIC
Regular Interest shall be calculated on a 30/360 Basis.

      "Uncertificated Lower-Tier Interests": The uncertificated "regular
interests," within the meaning of Section 860G(a)(1) of the Code, in the
Lower-Tier REMIC, which "regular interests" consist of the Class LA-1, Class
LA-2, Class LA-3, Class LA-AB, Class LA-4, Class LA-1-A, Class LA-M, Class LA-J,
Class LA-Y, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class
LH, Class LJ, Class LK, Class LL, Class LM, Class LN, Class LO, Class LP, Class
LQ, Class LS and Class LCCA Lower-Tier Interests.

      "Uncovered Prepayment Interest Shortfall": As to any Distribution Date and
any Loan as to which a Prepayment Interest Shortfall was incurred with respect
to any Principal Prepayment occurring during the related Due Period, the excess,
if any, of (i) such Prepayment Interest Shortfall, over (ii) the deposit made by
the applicable Master Servicer to the Trustee in respect of such Prepayment
Interest Shortfall pursuant to Section 3.02(e).

      "Uncovered Prepayment Interest Shortfall Amount": As to any Distribution
Date, the sum of the Uncovered Prepayment Interest Shortfalls, if any, for such
Distribution Date.

      "Underwriter Exemption": PTE 89-90, as amended by PTE 97-34, PTE 200-58
and PTE 2002-41, and as may be subsequently amended following the Closing Date.

      "Underwriters": Collectively, Credit Suisse Securities (USA) LLC, GMAC
Commercial Holding Capital Markets Corp., KeyBanc Capital Markets, a Division of
McDonald Investments Inc. and Bank of America Securities LLC.

      "Unliquidated Advance": Any Advance previously made by a party hereto that
has been previously reimbursed, as between the Person that made the Advance
hereunder, on the one hand, and the Trust Fund, on the other, as part of a
Workout-Delayed Reimbursement Amount pursuant to subsection (vi) of Section
3.05(b) but that has not been recovered from the Borrower or otherwise from
collections on or the proceeds of the Loan or REO Property in respect of which
the Advance was made.

      "Unpaid Interest Shortfall Amount": As to any Class of Regular
Certificates, any Class A-X Component or any Uncertificated Lower-Tier Interest
or any Carlton Court Apartments Loan REMIC Regular Interest, for the first
Distribution Date, zero. With respect to any Class of Regular Certificates, any
Class A-X Component or any Uncertificated Lower-Tier Interest or any Carlton
Court Apartments Loan REMIC Regular Interest, for any Distribution Date after
the first Distribution Date, the amount, if any, by which the sum of the Monthly
Interest Distribution Amounts for such Class, such Component or such
Uncertificated Lower-Tier Interest or such Carlton Court Apartments Loan REMIC
Regular Interest, as the case may be, for all prior Distribution Dates exceeds
the sum of the amounts distributed on such Class or deemed distributed on such
Component or such Uncertificated Lower-Tier Interest or such Carlton Court
Apartments Loan REMIC Regular Interest, as the case may be, on all prior
Distribution Dates in respect of accrued interest.

      "United States Securities Person": Any "U.S. person" as defined in Rule
902(k) of Regulation S.

      "United States Tax Person": A citizen or resident of the United States, a
corporation, partnership (except to the extent provided in applicable Treasury
regulations), or other entity (including any entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under
the laws of, the United States, any State or the District of Columbia, or an
estate whose income is includible in gross income for United States federal
income tax purposes regardless of its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of
the trust and one or more United States Tax Persons have the authority to
control all substantial decisions of the trust, all within the meaning of
Section 7701(a)(30) of the Code (including certain trusts in existence on August
20, 1996 that are eligible to elect to be treated as United States Tax Persons).

      "Unrestricted Master Servicer Reports": Collectively, the CMSA Delinquent
Loan Status Report, CMSA Historical Loan Modification and Corrected Mortgage
Loan Report, CMSA Historical Liquidation Report, CMSA REO Status Report, and, if
and to the extent filed with the Commission, such reports and files that would,
but for such filing, constitute Restricted Master Servicer Reports.

      "Upper-Tier REMIC": One of the three separate REMICs comprising the Trust
Fund, the primary assets of which consist of the Uncertificated Lower-Tier
Interests and related amounts in the Distribution Account.

      "Voting Rights": The portion of the voting rights of all of the
Certificates, which is allocated to any Certificate. At all times during the
term of this Agreement and for any date of determination, the Voting Rights
shall be allocated among the various Classes of Certificateholders as follows:
(i) 1% in the case of the Class A-X and Class A-Y Certificates (based on the
respective Class Notional Amount of each such Class relative to the aggregate
Certificate Notional Amount of the three such Classes), (ii) in the case of any
Class of Sequential Pay Certificates (so long as any such Class of Certificates
has been transferred by the Initial Purchaser or an Affiliate thereof as part of
the initial offering of the Certificates and therefore such Class of
Certificates is not part of the Initial Purchaser's unsold allotment), a
percentage equal to the product of 99% and a fraction, the numerator of which is
equal to the Class Principal Balance of such Class and (iii) 0% for any Class of
Sequential Pay Certificates for as long as any such Class of Certificates has
not been transferred by the Initial Purchaser or an Affiliate thereof as part of
the initial offering of the Certificates and therefore such Class of
Certificates is part of the Initial Purchaser's unsold allotment), in each case,
determined as of the Distribution Date immediately preceding such date of
determination, and the denominator of which is equal to the aggregate of the
Class Principal Balances of all the Classes of Sequential Pay Certificates, each
determined as of the Distribution Date immediately preceding such date of
determination. None of the Class V, Class CCA or Class R Certificates will be
entitled to any Voting Rights. For purposes of determining Voting Rights, the
Class Principal Balance of any Class shall be deemed to be reduced by allocation
of the Collateral Support Deficit to such Class, but not by Appraisal Reductions
allocated to such Class. Voting Rights allocated to a Class of
Certificateholders shall be allocated among such Certificateholders in
proportion to the Percentage Interests evidenced by their respective
Certificates.

      "Website": The internet website maintained by the Trustee (initially
located at www.ctslink.com) or the internet website of a Master Servicer.

      "Weighted Average Net Mortgage Pass-Through Rate": As to any Distribution
Date, the weighted average of the Net Mortgage Pass-Through Rates of all the
Loans (other than the Carlton Court Apartments Loan), the Carlton Court
Apartments Pooled Portion and REO Loans in the Mortgage Pool, weighted based on
their respective Stated Principal Balances immediately prior to such
Distribution Date.

      "Withheld Amounts": As defined in Section 3.28(a).

      "Workout-Delayed Reimbursement Amount": With respect to any Loan, the
amount of any Advance made with respect to such Loan on or before the date such
Loan becomes a Corrected Loan, together with (to the extent accrued and unpaid)
interest on such Advances, to the extent that (i) such Advance is not reimbursed
to the Person who made such Advance on or before the date, if any, on which such
Loan becomes a Corrected Loan and (ii) the amount of such Advance becomes an
obligation of the Borrower to pay such amount under the terms of the modified
Loan Documents. The fact that any amount constitutes all or a portion of any
Workout-Delayed Reimbursement Amount shall not in any manner limit the right of
any Person hereunder to determine that such amount instead constitutes a
Nonrecoverable Advance.

      "Workout Fee": The fee paid to the applicable Special Servicer with
respect to each Corrected Loan.

      "Workout Fee Rate": As defined in Section 3.11(b).

      "Yield Maintenance Charge": With respect to any Loan, the yield
maintenance charge set forth in the related Loan Documents, including but not
limited to a yield maintenance charge which is based on the amount of Defeasance
Collateral. If a Yield Maintenance Charge becomes due for any particular Loan,
the applicable Master Servicer shall be required to follow the terms and
provisions contained in the applicable Loan Documents; provided, however, that
if the related Loan Documents do not specify which U.S. Treasury obligations are
to be used in determining the discount rate or the reinvestment yield to be
applied in such calculation, or if the related Loan Documents are ambiguous, the
applicable Master Servicer shall be required to use those U.S. Treasury
obligations that will generate the lowest discount rate or reinvestment yield
for the purposes thereof. Accordingly, if either no U.S. Treasury obligation, or
more than one U.S. Treasury obligation, coincides with the term over which the
Yield Maintenance Charge is to be calculated (which, depending on the applicable
Loan Documents, is based on the remaining average life of the Loan or the actual
term remaining through the Maturity Date or, in the case of an ARD Loan, the
Anticipated Repayment Date), the applicable Master Servicer shall use the U.S.
Treasury obligations that mature closest to but not exceeding the month in which
the term over which the Yield Maintenance Charge is to be calculated ends, and
whose reinvestment yield is the lowest, with such yield being based on the bid
price for such issue as published in the Treasury Bonds, Notes and Bills section
of The Wall Street Journal on the date that is 14 days prior to the date that
the Yield Maintenance Charge becomes due and payable (or, if such bid price is
not published on that date, the first preceding date on which such bid price is
so published) and converted to a monthly compounded nominal yield. The monthly
compounded nominal yield ("MEY") is derived from the reinvestment yield or
discount rate and shall be defined as MEY = (12 x [{(1+BEY/2)^1/6}-1]) x 100
where BEY is defined as the U.S. Treasury Reinvestment Yield in decimal, not
percentage, form, and 1/6 is the exponential power to which a portion of the
equation is raised. For example, using a BEY of 5.50%, the MEY = (12 x [{(1 +
0.055/2)^0.16667}-1]) x 100, where 0.055 is the decimal version of the
percentage 5.50%, and 0.16667 is the decimal version of the exponential power.
(The MEY calculated in the above example is 5.438%.)

      "Yield Maintenance Minimum Amount": With respect to a Mortgage Loan that
provides for a Yield Maintenance Charge to be paid in connection with any
Principal Prepayment thereon or other early collection of principal thereof, any
specified amount or specified percentage of the amount prepaid which constitutes
the minimum amount that such Yield Maintenance Charge may be.

      "Yield Rate": With respect to any Loan, a rate equal to a per annum rate
calculated by the linear interpolation of the yields, as reported in the most
recent "Federal Reserve Statistical Release H.15 - Selected Interest Rates"
under the heading U.S. Government Securities/Treasury constant maturities
published prior to the date of the relevant prepayment of any Loan, of U.S.
Treasury constant maturities with maturity dates (one longer, one shorter) most
nearly approximating the maturity date (or, with respect to ARD Loans, the
Anticipated Repayment Date) of the Loan being prepaid or the monthly equivalent
of such rate. If Federal Reserve Statistical Release H.15 - Selected Interest
Rates is no longer published, the applicable Master Servicer, on behalf of the
Trustee, will select a comparable publication to determine the Yield Rate.

      Section 1.02. Certain Calculations. Unless otherwise specified herein, for
purposes of determining amounts with respect to the Certificates and the rights
and obligations of the parties hereto, the following provisions shall apply:

            (i) All calculations of interest (unless otherwise expressly set
      forth herein, and other than as provided in the Loan Documents) provided
      for herein shall be made on the basis of a 360-day year consisting of
      twelve 30-day months.

            (ii) Any payment on a Loan or a Junior Loan is deemed to be received
      on the date such payment is actually received by the applicable Master
      Servicer or the applicable Special Servicer; provided, however, that for
      purposes of calculating distributions on the Certificates, (i) any
      voluntary Principal Prepayment made on a date other than the related Due
      Date and in connection with which the applicable Master Servicer has
      collected interest thereon through the end of the related Mortgage
      Interest Accrual Period shall be deemed to have been made, and the
      applicable Master Servicer shall apply such Principal Prepayment to reduce
      the outstanding principal balance of the related Loan as if such Principal
      Prepayment had been received, on the following Due Date and (ii) all other
      Principal Prepayments with respect to any Loan or Junior Loan are deemed
      to be received on the date they are applied to reduce the outstanding
      principal balance of such Loan or Junior Loan, as the case may be.

      Section 1.03. General Interpretive Principles. For purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires:

            (i) the terms defined in this Agreement include the plural as well
      as the singular, and the use of any gender herein shall be deemed to
      include the other gender;

            (ii) accounting terms not otherwise defined herein have the meanings
      assigned to them in accordance with GAAP as in effect from time to time;

            (iii) references herein to "Articles," "Sections," "Subsections,"
      "Paragraphs" and other subdivisions without reference to a document are to
      designated Articles, Sections, Subsections, Paragraphs and other
      subdivisions of this Agreement;

            (iv) a reference to a Subsection without further reference to a
      Section is a reference to such Subsection as contained in the same Section
      in which the reference appears, and this rule shall also apply to
      Paragraphs and other subdivisions;

            (v) the words "herein," "hereof," "hereunder," "hereto," "hereby"
      and other words of similar import refer to this Agreement as a whole and
      not to any particular provision; and

            (vi) the terms "include" and "including" shall mean without
      limitation by reason of enumeration.

      Section 1.04. Certain Matters with Respect to the Saint Louis Galleria
Total Loan. (a) The parties hereto acknowledge that, pursuant to the Saint Louis
Galleria Intercreditor Agreement, if neither the Saint Louis Galleria Loan nor
an interest in any related REO Property is part of the Trust Fund, then the
Saint Louis Galleria Total Loan or any related REO Property, as applicable,
shall be serviced and administered in accordance with such successor servicing
arrangements as are consistent with the Saint Louis Galleria Intercreditor
Agreement.

      (b) For the avoidance of doubt, and subject to subsection (a) above, the
parties acknowledge the rights and duties of each of Master Servicer No. 1 and
Special Servicer No. 1 under this Agreement and the obligation of Master
Servicer No. 1 or the Trustee to make Advances (subject to Section 1.04(c)),
insofar as such rights, duties and obligations relate to the Saint Louis
Galleria Total Loan, shall terminate upon the occurrence of a Liquidation Event
with respect to the Saint Louis Galleria Loan or any related REO Property;
provided, however, that this statement shall not limit (A) the duty of Master
Servicer No. 1 or Special Servicer No. 1 to deliver or make available the
reports otherwise required of it hereunder with respect to the period in which
such event occurs or (B) the rights of Master Servicer No. 1 or Special Servicer
No. 1 that may otherwise accrue or arise in connection with the performance of
its duties hereunder with respect to the Saint Louis Galleria Total Loan prior
to the date on which such event occurs.

      (c) None of the Master Servicers or the Trustee shall be required to make
P&I Advances as to any Saint Louis Galleria Junior Loan.

      Section 1.05. Certain Considerations Regarding Reimbursements of
Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts. (a) If any
party hereto is reimbursed, in accordance with clause (vii) of Section 3.05(a)
and/or clause (v) of Section 3.05(b), out of general collections on the Mortgage
Pool on deposit in a Collection Account or the Distribution Account, as
applicable, for any Nonrecoverable Advance or any Workout-Delayed Reimbursement
Amount or for any interest accrued and payable on any such Nonrecoverable
Advance, then (for purposes of calculating distributions on the Certificates)
such reimbursement and/or such payment of interest shall be deemed to have been
made (without regard from which account it is actually made):

            first, out of any amounts representing payments or other collections
      of principal received by the Trust with respect to the Loan Group to which
      such Loan generating the Nonrecoverable Advance or Workout-Delayed
      Reimbursement Amount belongs that, but for their application to reimburse
      a Nonrecoverable Advance and/or to pay interest thereon, would be included
      in the Available Distribution Amount for any subsequent Distribution Date;

            second, out of any amounts representing payments or other
      collections of principal received by the Trust with respect to the other
      Loan Group that, but for their application to reimburse a Nonrecoverable
      Advance or Workout-Delayed Reimbursement Amount and/or to pay interest
      thereon, would be included in the Available Distribution Amount for any
      subsequent Distribution Date;

            third, out of any amounts (but solely principal collections with
      respect to Workout-Delayed Reimbursement Amounts unless it has been
      determined in accordance with this Agreement that such Workout-Delayed
      Reimbursement Amounts are Nonrecoverable Advances) representing any other
      payments or other collections received by the Trust with respect to the
      Loan Group to which such Loan generating the Nonrecoverable Advance
      belongs that, but for their application to reimburse a Nonrecoverable
      Advance or Workout-Delayed Reimbursement Amount and/or to pay interest
      thereon, would be included in the Available Distribution Amount for any
      subsequent Distribution Date;

            fourth, out of any amounts (but solely principal collections with
      respect to Workout-Delayed Reimbursement Amounts unless it has been
      determined in accordance with this Agreement that such Workout-Delayed
      Reimbursement Amounts are Nonrecoverable Advances) representing any other
      payments or other collections received by the Trust with respect to the
      other Loan Group that, but for their application to reimburse a
      Nonrecoverable Advance or Workout-Delayed Reimbursement Amount and/or to
      pay interest thereon, would be included in the Available Distribution
      Amount for any subsequent Distribution Date; and

            fifth, out of any other amounts (but solely principal collections
      with respect to Workout-Delayed Reimbursement Amounts unless it has been
      determined in accordance with this Agreement that such Workout-Delayed
      Reimbursement Amounts are Nonrecoverable Advances) that may be available
      in the Collection Accounts, as a collective whole, and/or the Distribution
      Account to reimburse the subject Nonrecoverable Advance or Workout-Delayed
      Reimbursement Amount and/or to pay interest thereon.

In each of the above instances the amount available to reimburse the
Workout-Delayed Reimbursement Amounts shall be limited to principal collections,
net of amounts applied to reimburse Nonrecoverable Advances and interest
thereon.

      (b) If any party hereto is reimbursed, in accordance with clause (vi) of
Section 3.05(b), out of general collections on the Mortgage Pool on deposit in
the Distribution Account for any Nonrecoverable Advance or Workout-Delayed
Reimbursement Amount (together with interest accrued and payable thereon), then
(for purposes of calculating distributions on the Certificates) such
reimbursement and/or such payment of interest shall be deemed to have been made
out of any amounts then on deposit in the Distribution Account that represent
payments or other collections of principal received by the Trust first, from
such principal payments or collections that are allocated to the Loan Group to
which such Loan generating the Nonrecoverable Advance or Workout-Delayed
Reimbursement Amount belongs and second, from such principal payments or
collections allocated to the other Loan Group, that in either case, but for
their application to reimburse a Nonrecoverable Advance or Workout-Delayed
Reimbursement Amount and/or to pay interest thereon, would be included in the
Available Distribution Amount for any Distribution Date.

      (c) If and to the extent that any Advance is determined to be a
Nonrecoverable Advance or Workout-Delayed Reimbursement Amount, as applicable,
such Advance and/or interest thereon is reimbursed out of general collections on
the Mortgage Pool as contemplated by Section 1.05(a) above and the particular
item for which such Nonrecoverable Advance or Workout-Delayed Reimbursement
Amount was originally made is subsequently collected out of payments or other
collections in respect of the related Trust Mortgage Loan, then the Total
Principal Distribution Amount for the Distribution Date that corresponds to the
Due Period in which such item was recovered shall be increased by an amount
equal to the lesser of (A) the amount of such item and (B) any previous
reduction in the Principal Distribution Amount for a prior Distribution Date
pursuant to Section 1.05(b) above resulting from the reimbursement of the
subject Advance and/or the payment of interest thereon.

                                   ARTICLE II

             CONVEYANCE OF LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

      Section 2.01. Conveyance of Loans. (a) It is the intention of the parties
hereto, that a common law trust be established under the laws of the State of
New York pursuant to this Agreement and, further, that such trust be designated
as "Credit Suisse First Boston Mortgage Securities Trust, Series 2006-C1." Wells
Fargo is hereby appointed, and does hereby agree to act, as Trustee hereunder
and, in such capacity, to hold the Trust Fund in trust for the exclusive use and
benefit of all present and future Certificateholders and Junior Loan Holders (as
their interests may appear). It is not intended that this Agreement create a
partnership or a joint-stock association.

      The Depositor, concurrently with the execution and delivery hereof, does
hereby assign, sell, transfer, set over and otherwise convey to the Trustee,
without recourse, for the benefit of the Certificateholders all the right, title
and interest of the Depositor, including any security interest therein for the
benefit of the Depositor, in, to and under (i) the Loans identified on the
Mortgage Loan Schedule, (ii) the Mortgage Loan Purchase Agreements, and (iii)
all other assets included or to be included in the Trust Fund. Such assignment
includes all interest and principal received or receivable on or with respect to
the Loans (other than payments of principal and interest due and payable on the
Loans on or before the Cut-off Date and Principal Prepayments paid on or before
the Cut-off Date). The transfer of the Loans and the related rights and property
accomplished hereby is absolute and, notwithstanding Section 10.07, is intended
by the parties to constitute a sale.

      Under GAAP, the Depositor shall report and cause all of its records to
reflect: (i) its acquisition, on the Closing Date, of the CSMC Loans from the
CSMC Mortgage Loan Seller, pursuant to the CSMC Mortgage Loan Purchase
Agreement, as a purchase of such Loans from the CSMC Mortgage Loan Seller; (ii)
its acquisition, on the Closing Date, of the other Loans from the respective
other Mortgage Loan Sellers, pursuant to the respective other Mortgage Loan
Purchase Agreements, as a purchase of such other Loans from such other Mortgage
Loan Sellers; and (iii) its transfer of the Loans to the Trust, pursuant to this
Section 2.01(a), as a sale of such Loans to the Trust; provided that, in the
case of the transactions described in clauses (i) and (iii) of this sentence,
the Depositor shall do so only upon the sale of Certificates representing at
least 10% of the aggregate fair value of all the Certificates to parties that
are not Affiliates of the Depositor. The Depositor 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
clearly to reflect that the Loans have been transferred to the Trust and are no
longer available to satisfy claims of the Depositor's creditors.

      (b) In connection with the Depositor's assignment pursuant to Section
2.01(a) above, the Depositor shall direct, and hereby represents and warrants
that it has directed, each Mortgage Loan Seller pursuant to the related Mortgage
Loan Purchase Agreement to deliver to and deposit with, or cause to be delivered
to and deposited with the Trustee, on or before the Closing Date, the Mortgage
File (except items (xvi) and (xxii) of the definition of Mortgage File) for each
Loan so assigned. If a Mortgage Loan Seller cannot deliver, or cause to be
delivered as to any Loan, the original Note, such Mortgage Loan Seller shall
deliver a copy or duplicate original of such Note, together with an affidavit
and customary indemnification substantially in the form attached as Exhibit J
hereto, certifying that the original thereof has been lost or destroyed.

      If the applicable Mortgage Loan Seller cannot deliver, or cause to be
delivered, as to any Loan, any of the documents and/or instruments referred to
in clauses (ii), (iv), (viii), (xi) (other than assignments of UCC Financing
Statements to be filed in accordance with the transfer contemplated by the
related Mortgage Loan Purchase Agreement), (xii) and (xiv) of the definition of
"Mortgage File," with evidence of recording or filing thereon, solely because of
a delay caused by the public recording or filing office where such document or
instrument has been delivered for recordation or filing, the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section
2.01(b) shall be deemed to have been satisfied and such non-delivered document
or instrument shall be deemed to have been included in the Mortgage File if: (i)
a photocopy or duplicate original of such non-delivered document or instrument
(certified by the applicable public recording or filing office, the applicable
title insurance company or such Mortgage Loan Seller to be a true and complete
copy of the original thereof submitted for recording or filing) is delivered to
the Trustee on or before the Closing Date; and (ii) 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, is delivered to the Trustee or its designee within
120 days after the Closing Date, which period may be extended up to two times,
in each case for an additional period of 45 days (provided that such Mortgage
Loan Seller, as certified in writing to the Trustee prior to each such 45-day
extension, is in good faith attempting to obtain from the appropriate recording
or filing office such original or photocopy).

      If the applicable Mortgage Loan Seller cannot deliver, or cause to be
delivered, as to any Loan, any of the documents and/or instruments referred to
in clauses (ii), (iv), (viii), (xi) (other than assignments of UCC Financing
Statements to be filed in accordance with the transfer contemplated by the
related Mortgage Loan Purchase Agreement), (xii) and (xiv) of the definition of
"Mortgage File," 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 the related Mortgage Loan
Purchase Agreement and this Section 2.01(b) shall be deemed to have been
satisfied and such non-delivered document or instrument shall be deemed to have
been included in the Mortgage File if a photocopy or duplicate original of such
non-delivered document or instrument (with evidence of recording or filing
thereon and certified by the appropriate recording or filing office to be a true
and complete copy of the original thereof submitted for recording or filing) is
delivered to the Trustee or its designee on or before the Closing Date.

      Neither the Trustee nor any Master Servicer shall be liable for any
failure by any Mortgage Loan Seller or the Depositor to comply with the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section
2.01(b). Notwithstanding the foregoing, if any Mortgage Loan Seller fails, as to
any Loan, to deliver a UCC Financing Statement assignment on or before the
Closing Date as required above solely because the related UCC Financing
Statement has not been returned to such Mortgage Loan Seller by the applicable
filing or recording office, such Mortgage Loan Seller shall not be in breach of
its obligations with respect to such delivery, provided that the Mortgage Loan
Seller promptly forwards such UCC Financing Statement to the Trustee upon its
return, together with the related UCC Financing Statement assignment in a form
appropriate for filing or recording.

      (c) Notwithstanding the foregoing, the Trustee (directly or through its
designee) shall, as to each Loan, use its best efforts to promptly (and in any
event no later than the later of (i) 120 days after the Closing Date (or, in the
case of a Qualified Substitute Mortgage Loan, the related date of substitution)
and (ii) 60 days from receipt of documents in form suitable for recording or
filing, as applicable, including, without limitation, all necessary recording
and filing information) cause to be submitted for recording or filing, as the
case may be, at the expense of the related Mortgage Loan Seller, each assignment
referred to in clauses (iii) and (v) of the definition of "Mortgage File" and
each UCC Financing Statement assignment to the Trustee referred to in clause
(xi) of the definition of "Mortgage File". Unless otherwise indicated on any
documents provided to the Trustee, the Trustee shall file each such UCC
Financing Statement assignment in the state of incorporation or organization of
the related Borrower; provided that the related Mortgage Loan Seller shall have
filed, if necessary, an initial UCC Financing Statement under the Revised
Article 9 of the UCC in lieu of continuation in such jurisdiction. Each such
assignment shall reflect that it should be returned by the public recording
office to the Trustee following recording, and each such UCC Financing Statement
assignment shall reflect that the file copy thereof should be returned to the
Trustee following filing. If any such document or instrument is lost or returned
unrecorded or unfiled because of a defect therein, the Trustee shall prepare or
cause to be prepared a substitute therefor or cure such defect, as the case may
be, and thereafter the Trustee shall upon receipt thereof cause the same to be
duly recorded or filed, as appropriate. The Trustee shall seek reimbursement
from the applicable Mortgage Loan Seller for any costs and expenses incurred in
performing its obligation under this Section 2.01(c). The Depositor hereby
represents and warrants that, as to any Loan, the related Responsible Party is
required to pay for such costs and expenses, as and to the extent provided under
Section 13 of the related Mortgage Loan Purchase Agreement.

      Notwithstanding the foregoing, any Mortgage Loan Seller may elect, at its
sole cost and expense, to engage a third party contractor to prepare or complete
in proper form for filing and recording any and all of the assignments described
in the immediately preceding paragraph, with respect to the Loans conveyed by it
to the Depositor under the applicable Mortgage Loan Purchase Agreement, to
submit such assignments for filing and recording, as the case may be, in the
applicable public filing and recording offices and to deliver such assignments
to the Trustee or its designee as such assignments (or certified copies thereof)
are received from the applicable filing and recording offices with evidence of
such filing or recording indicated thereon.

      (d) All documents and records in the Depositor's or the applicable
Mortgage Loan Seller's possession relating to the Loans (including reserve and
escrow agreements, cash management agreements, lockbox agreements, financial
statements, operating statements and any other information provided by the
respective Borrower from time to time and any other documents in the related
Servicing File, but excluding any documents and other writings not enumerated in
this parenthetical that have been prepared by the applicable Mortgage Loan
Seller or any of its Affiliates solely for internal credit analysis or other
internal uses or any attorney-client privileged communication) 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, shall be delivered by the Depositor (or the Depositor shall
cause them to be delivered) to the applicable Master Servicer within 10 Business
Days after the Closing Date and shall be held by the applicable Master Servicer
on behalf of the Trustee in trust for the benefit of the Certificateholders (and
as holder of the Uncertificated Lower-Tier Interests).

      (e) In connection with the Depositor's assignment pursuant to subsection
(a) above, the Depositor shall deliver, and hereby represents and warrants that
it has delivered, to the Trustee and the applicable Master Servicer(s), on or
before the Closing Date, a fully executed original counterpart or copy of each
of the Mortgage Loan Purchase Agreements, as in full force and effect, without
amendment or modification, on the Closing Date.

      (f) The Depositor shall use its best efforts to require that, promptly
after the Closing Date, but in all events within three Business Days after the
Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit
in escrow accounts maintained with respect to the Loans in the name of such
Mortgage Loan Seller or any other name, to be transferred to the applicable
Master Servicer (or a sub-servicer at the direction of the applicable Master
Servicer) for deposit into Servicing Accounts.

      (g) For purposes of this Section 2.01, and notwithstanding any contrary
provision hereof or of the definition of "Mortgage File," if there exists with
respect to any group of Crossed Loans only one original or certified copy of any
document or instrument described in the definition of "Mortgage File" which
pertains to all of the Crossed Loans in such group of Crossed Loans, the
inclusion of the original or certified copy of such document or instrument in
the Mortgage File for any of such Crossed Loans and the inclusion of a copy of
such original or certified copy in each of the Mortgage Files for the other
Crossed Loans in such group of Crossed Loans shall be deemed the inclusion of
such original or certified copy in the Mortgage Files for each such Crossed
Loan.

      (h) Notwithstanding anything to the contrary in this Agreement, each
Mortgage Loan Purchase Agreement provides that the related Mortgage Loan Seller
shall deliver to the applicable Master Servicer any original letters of credit
relating to the Loans being sold by such Mortgage Loan Seller, and the
applicable Master Servicer shall hold such letters of credit on behalf of the
Trustee.

      (i) Following consummation of the conveyance of the Loans by the Depositor
to the Trustee, the Depositor shall not take any action inconsistent with the
Trust Fund's ownership of the Loans, and if a third party, including a potential
purchaser of the Loans, should inquire, the Depositor shall promptly indicate
that the Loans have been sold and shall claim no ownership interest therein.

      Section 2.02. Acceptance by Trustee. (a) The Trustee, by the execution and
delivery of this Agreement, acknowledges receipt by it, subject to the
provisions of Sections 2.01 and 2.02(d), to any exceptions noted on the Trustee
Exception Report, and to the further review provided for in Section 2.02(b), of
the Notes, fully executed original counterparts of the Mortgage Loan Purchase
Agreements, copies of all Letters of Credit and of all other assets included in
the Trust Fund, in good faith and without notice of any adverse claim, and
declares that it holds and will hold such documents and any other documents
delivered or caused to be delivered by the Mortgage Loan Sellers constituting
the Mortgage Files, and that it holds and will hold such other assets included
in the Trust Fund, in trust for the exclusive use and benefit of all present and
future Certificateholders. All references to the "Mortgage File" herein when
used in connection with the duties or obligations of the Trustee to hold or
certify as to such Mortgage File, shall mean in respect of clause (xvi) of the
definition thereof, a copy thereof. To the extent that the contents of the
Mortgage File for any A Loan relate to a corresponding Junior Loan, the Trustee
will also hold such Mortgage File in trust for the benefit of the related Junior
Loan Holder. The Trustee or any Custodian appointed by the Trustee pursuant to
Section 8.11 shall have no obligation to maintain, extend the term of, enforce
or otherwise pursue any rights under such Letter of Credit which obligation the
applicable Master Servicer hereby undertakes.

      (b) Within 90 days of the Closing Date, the Trustee shall review and,
subject to Sections 2.01 and 2.02(d), certify in writing (substantially in the
form attached hereto as Exhibit O) to each of the Depositor, the Master
Servicers, the Special Servicers and the applicable Mortgage Loan Seller that,
as to each Loan listed in the Mortgage Loan Schedule (other than any Loan paid
in full and any Loan specifically identified in any exception report annexed
thereto as not being covered by such certification), (i) all documents specified
in clauses (i) through (v), (ix) (without regard to the parenthetical clause),
(ix), (xi), (xii), (xvi) and (xviii) of the definition of "Mortgage File" are in
its possession, and (ii) all documents delivered or caused to be delivered by
the applicable Mortgage Loan Seller constituting the related Mortgage File have
been received, appear to have been executed (with the exception of UCC Financing
Statements and assignments thereof), appear to be what they purport to be,
purport to be recorded or filed (if recordation or filing is specified for such
document in the definition of "Mortgage File") and have not been torn, mutilated
or otherwise defaced, and that such documents appear to relate to the Loans
identified on the Mortgage Loan Schedule. Notwithstanding the foregoing, each
Mortgage Loan Seller shall deliver copies or originals of the documents referred
to in clauses (ii), (ix) and (xviii) of the definition of "Mortgage File" to the
Trustee and the original letters of credit referenced in clause (xvi) of the
definition of "Mortgage File" to the applicable Master Servicer (each of which
shall notify the Trustee of the receipt thereof) (with a copy to the Trustee),
each within 30 days after the Closing Date. If such documents are not delivered
within 30 days, the applicable Mortgage Loan Seller shall have an additional 30
days to deliver such document or shall cure such failure in accordance with
Section 2.03.

      (c) The Trustee shall review each of the Loan Documents received on or
about 90 days following the Closing Date, 180 days following the Closing Date,
the first anniversary of the Closing Date, 180 days following the first
anniversary of the Closing Date, 270 days following the first anniversary of the
Closing Date and on the second anniversary of the Closing Date, the Trustee
shall, subject to Sections 2.01 and 2.02(d), certify in writing to each of the
Depositor, the Master Servicers, the Special Servicers and the applicable
Mortgage Loan Seller that, as to each Loan listed on the Mortgage Loan Schedule,
(i) all documents specified in clauses (i) through (v), (ix) (without regard to
the parenthetical clause), (xi), (xii), (xvi) and (xviii) of the definition of
"Mortgage File" are in its possession, (ii) it has received either a recorded
original of each of the assignments specified in clause (iii) and clause (v) of
the definition of "Mortgage File," or, insofar as an unrecorded original thereof
had been delivered or caused to be delivered by the applicable Mortgage Loan
Seller, a copy of such recorded original certified by the applicable public
recording office to be true and complete, and (iii) all such Loan Documents have
been received, have been executed (with the exception of UCC Financing
Statements and assignments thereof), appear to be what they purport to be,
purport to be recorded or filed (if recordation or filing is specified for such
document in the definition of "Mortgage File") and have not been torn, mutilated
or otherwise defaced, and that such documents relate to the Loans identified on
the Mortgage Loan Schedule. The Trustee shall, upon request, provide the
applicable Master Servicer with recording and filing information as to recorded
Mortgages, Assignments of Lease and UCC Financing Statements to the extent that
the Trustee receives them from the related recording and filing offices.

      (d) It is herein acknowledged that the Trustee is not under any duty or
obligation (i) to determine whether any of the documents specified in any of
clauses (vi), (vii), (viii), (x), (xiii) through (xv), (xvii) and (xix) through
(xxi) of the definition of "Mortgage File" exist or are required to be delivered
by the Depositor, a Mortgage Loan Seller or any other Person other than to the
extent identified on the related Mortgage Loan Schedule, (ii) to inspect, review
or examine any of the documents, instruments, certificates or other papers
relating to the Loans delivered to it to determine that the same are valid,
legal, effective, in recordable form, genuine, enforceable, sufficient or
appropriate for the represented purpose or that they are other than what they
purport to be on their face or (iii) to determine whether any omnibus assignment
specified in clause (vii) of the definition of "Mortgage File" is effective
under applicable law. The Trustee may assume for purposes of certification
pursuant to Section 2.02(b), that each Mortgage File should include one state
level UCC Financing Statement filing for each Loan.

      (e) If, in the process of reviewing the Mortgage Files or at any time
thereafter, the Trustee finds that (a) any document required to be included in
the Mortgage File has not been delivered to it within the time required under
the applicable Mortgage Loan Purchase Agreement or (b) such document has not
been properly executed or is otherwise defective on its face (each, a "Defect"
in the related Mortgage File), the Trustee shall promptly so notify the
Depositor, the applicable Master Servicer, the applicable Special Servicer and
the applicable Mortgage Loan Seller (and, solely with respect to any Loan
Combination, the related Junior Loan Holder(s), as applicable), by providing a
written report (the "Trustee Exception Report") setting forth for each affected
Loan, with particularity, the nature of such Defect. The Trustee shall not be
required to verify the conformity of any document with the Mortgage Loan
Schedule, except that such documents have been properly executed or received,
have been recorded or filed (if recordation is specified for such document in
the definition of "Mortgage File"), appear to be related to the Loans identified
on the Mortgage Loan Schedule, appear to be what they purport to be, or have not
been torn, mutilated or otherwise defaced.

      (f) On each anniversary of the Closing Date until all exceptions have been
eliminated, the Trustee shall deliver an exception report as to any remaining
Defects or required Loan Documents that are not in its possession and that it
was required to review pursuant to Section 2.02(c).

      Section 2.03. Representations, Warranties and Covenants of the Depositor;
Repurchase and Substitution of Loans by the Responsible Parties for Defects in
Mortgage Files, Breaches of Representations and Warranties and Other Matters.
(a) The Depositor hereby represents and warrants, as of the Closing Date, that:

            (i) The Depositor is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Delaware, and the
      Depositor has taken all necessary corporate action to authorize the
      execution, delivery and performance of this Agreement by it, and has the
      power and authority to execute, deliver and perform this Agreement and all
      the transactions contemplated hereby, including, but not limited to, the
      power and authority to sell, assign and transfer the Loans in accordance
      with this Agreement; the Depositor has duly authorized the execution,
      delivery and performance of this Agreement, and has duly executed and
      delivered this Agreement;

            (ii) Assuming the due authorization, execution and delivery of this
      Agreement by each other party hereto, this Agreement and all of the
      obligations of the Depositor hereunder are the legal, valid and binding
      obligations of the Depositor, enforceable against the Depositor in
      accordance with the terms of this Agreement, except as such enforcement
      may be limited by bankruptcy, insolvency, reorganization or other similar
      laws affecting the enforcement of creditors' rights generally, and by
      general principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at law);

            (iii) The execution and delivery of this Agreement and the
      performance of its obligations hereunder by the Depositor will not
      conflict with any provisions of any law or regulations to which the
      Depositor is subject, or conflict with, result in a breach of or
      constitute a default under any of the terms, conditions or provisions of
      the certificate of incorporation or the by-laws of the Depositor or any
      indenture, agreement or instrument to which the Depositor is a party or by
      which it is bound, or any order or decree applicable to the Depositor, or
      result in the creation or imposition of any lien on any of the Depositor's
      assets or property, which would materially and adversely affect the
      ability of the Depositor to carry out the transactions contemplated by
      this Agreement; the Depositor has obtained any consent, approval,
      authorization or order of any court or governmental agency or body
      required for the execution, delivery and performance by the Depositor of
      this Agreement;

            (iv) There is no action, suit or proceeding pending or, to the
      Depositor's knowledge, threatened against the Depositor in any court or by
      or before any other governmental agency or instrumentality which would
      materially and adversely affect the validity of the Loans or the ability
      of the Depositor to carry out the transactions contemplated by this
      Agreement;

            (v) The Depositor's transfer of the Loans to the Trustee as
      contemplated herein is not subject to any bulk transfer or similar law in
      effect in any applicable jurisdiction;

            (vi) The Depositor is not transferring the Loans to the Trustee with
      any intent to hinder, delay or defraud its present or future creditors;

            (vii) The Depositor has been solvent at all relevant times prior to,
      and will not be rendered insolvent by, its transfer of the Loans to the
      Trustee, pursuant to Section 2.01(a);

            (viii) After giving effect to its transfer of the Loans to the
      Trustee, pursuant to Section 2.01(a), the value of the Depositor's assets,
      either taken at their present fair saleable value or at fair valuation,
      will exceed the amount of the Depositor's debts and obligations, including
      contingent and unliquidated debts and obligations of the Depositor, and
      the Depositor will not be left with unreasonably small assets or capital
      with which to engage in and conduct its business;

            (ix) The Depositor 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;

            (x) No proceedings looking toward merger, liquidation, dissolution
      or bankruptcy of the Depositor are pending or contemplated;

            (xi) Immediately prior to the transfer of the Loans to the Trustee
      for the benefit of the Certificateholders pursuant to this Agreement, the
      Depositor had such right, title and interest in and to each Loan as was
      transferred to it by the related Mortgage Loan Seller pursuant to the
      related Mortgage Loan Purchase Agreement;

            (xii) The Depositor has not transferred any of its right, title and
      interest in and to the Loans to any Person other than the Trustee;

            (xiii) The Depositor is transferring all of its right, title and
      interest in and to the Loans to the Trustee for the benefit of the
      Certificateholders free and clear of any and all liens, pledges, charges,
      security interests and other encumbrances created by or through the
      Depositor; and

            (xiv) Except for any actions that are the express responsibility of
      another party hereunder or under any Mortgage Loan Purchase Agreement, and
      further except for actions that the Depositor is expressly permitted to
      complete subsequent to the Closing Date, the Depositor has taken all
      actions required under applicable law to effectuate the transfer of all of
      its right, title and interest in and to the Loans to the Trustee.

      (b) If any Certificateholder, the Directing Certificateholder, any Master
Servicer, any Special Servicer or the Trustee discovers or receives notice of a
Defect or a breach of any representation or warranty made, or required to be
made, with respect to a Loan by any Mortgage Loan Seller pursuant to the related
Mortgage Loan Purchase Agreement (a "Breach"), it shall give notice to the
applicable Master Servicer, the applicable Special Servicer and the Trustee. If
the applicable Master Servicer or the applicable Special Servicer determines
that such Defect or Breach materially and adversely affects the value of any
Loan or REO Loan or the interests of the Holders of any Class of Certificates
(any such Defect or Breach, a "Material Document Defect" or a "Material Breach,"
respectively), it shall give prompt written notice of such Defect or Breach to
the Depositor, the Trustee, the applicable Master Servicer, the applicable
Special Servicer and the applicable Responsible Party and shall request that
such Responsible Party, not later than 90 days after the receipt by the
applicable Responsible Party of such request (subject to the second succeeding
paragraph, the "Initial Resolution Period"), (i) cure such Defect or Breach in
all material respects, (ii) repurchase the affected Loan at the applicable
Purchase Price in conformity with the related Mortgage Loan Purchase Agreement
or (iii) substitute a Qualified Substitute Mortgage Loan for such affected Loan
(provided that in no event shall such substitution occur later than the second
anniversary of the Closing Date) and pay to the applicable Master Servicer for
deposit into the applicable Collection Account any Substitution Shortfall Amount
in connection therewith in conformity with the related Mortgage Loan Purchase
Agreement; provided, however, that with respect to any Material Defect arising
from a missing document as to which the Trustee mistakenly certified its
possession of such document on the Closing Date pursuant to the third sentence
of Section 2.01(b), the related Mortgage Loan Seller shall have 30 days to cure
such Material Document Defect; provided, however, that if (i) such Material
Document Defect or Material Breach is capable of being cured, but not within the
Initial Resolution Period, (ii) such Material Document Defect or Material Breach
is not related to any Loan's not being a "qualified mortgage" within the meaning
of the REMIC Provisions and (iii) the applicable Responsible Party has commenced
and is diligently proceeding with the cure of such Material Document Defect or
Material Breach within the Initial Resolution Period, then the applicable
Responsible Party shall have an additional 90 days to cure such Material
Document Defect or Material Breach, provided that the applicable Responsible
Party has delivered to the applicable Master Servicer, the applicable Special
Servicer, the Rating Agencies and the Trustee an officer's certificate from an
officer of the applicable Responsible Party 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 that
the cure will be effected within the additional 90-day period. Notwithstanding
the foregoing, if a Mortgage Loan is not secured by a hotel, restaurant
(operated by the Mortgagor), healthcare facility, nursing home, assisted living
facility, self-storage facility, theatre, mobile home park or fitness center
(operated by the Mortgagor) property, then the failure to deliver to the Trustee
copies of the UCC Financing Statements with respect to such Mortgage Loan shall
not be a Material Document Defect.

      Notwithstanding the foregoing, if there exists a Breach of any
representation or warranty with respect to a Loan on the part of a Mortgage Loan
Seller set forth in, or made pursuant to, Section 6(a) of the related Mortgage
Loan Purchase Agreement relating to whether or not the Loan Documents or any
particular Loan Document requires the related Borrower to bear the costs and
expenses associated with certain actions as set forth in detail in each Mortgage
Loan Seller's Mortgage Loan Purchase Agreement, then the applicable Responsible
Party shall cure such Breach within the Initial Resolution Period by reimbursing
the Trust Fund by wire transfer to the applicable Collection Account 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, the applicable Responsible Party shall have the option to either
repurchase such Loan at the applicable Purchase Price or pay such costs and
expenses. Except as provided in the proviso to the immediately preceding
sentence, the applicable Responsible Party shall make such deposit and upon its
making such deposit, the applicable Responsible Party shall be deemed to have
cured such Breach in all respects. Provided such payment is made, the second
preceding sentence describes the sole remedy available to the Certificateholders
and the Trustee on their behalf regarding any such Breach, and the applicable
Responsible Party shall not be obligated to repurchase, substitute or otherwise
cure such Breach under any circumstances.

      The absence of any of the following from a Mortgage File shall be deemed a
Material Document Defect with respect to the related Loan unless cured as
contemplated by Section 2.02(b): (a) the original signed Note, unless the
Mortgage File contains a signed lost note affidavit and indemnity; (b) the
original signed Mortgage, unless there is included in the Mortgage File a
certified copy of the Mortgage as sent for recordation 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 item called for by
clause (ix) of the definition of Mortgage File; (d) any intervening assignment
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 sent for recordation 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; (e) any required
original letter of credit (as required in the parenthetical exception in the
first paragraph of Section 2.01(b)), provided that such Defect may be cured by
the provision of a substitute letter of credit or a cash reserve on behalf of
the related Borrower; or (f) the original or a copy of any required ground
lease. Failure to include a document checklist in a Mortgage File shall in no
event constitute a Material Document Defect.

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

      If any Loan is to be repurchased by reason of a Material Breach or a
Material Document Defect with respect thereto, the applicable Master Servicer
shall designate its Collection Account as the account into which funds in the
amount of the Purchase Price are to be deposited by wire transfer.

      If (x) a Loan is to be repurchased or substituted for by reason of a
Material Breach or Material Document Defect with respect thereto, (y) such Loan
is a Crossed Loan and (z) such Material Document Defect or Material Breach does
not otherwise constitute a Material Document Defect or a Material Breach, as the
case may be, as to any related Crossed Loan, then the applicable Defect or
Breach shall be deemed to constitute a Material Document Defect or a Material
Breach as to any related Crossed Loan for purposes of the above provisions, and
the applicable Responsible Party shall be required to repurchase or substitute
for each related Crossed Loan in accordance with the provisions above unless the
Crossed Loan Repurchase Criteria would be satisfied if the applicable
Responsible Party were to repurchase or substitute for only the affected Crossed
Loan as to which a Material Document Defect or Material Breach had occurred
without regard to this paragraph, and in the case of either such repurchase or
substitution, all of the other requirements set forth in this Section 2.03
applicable to a repurchase or substitution, as the case may be, would be
satisfied. In the event that the Crossed Loan Repurchase Criteria would be so
satisfied, the applicable Responsible Party may elect either to repurchase or
substitute for only the affected Crossed Loan as to which the Material Document
Defect or Material Breach exists or to repurchase or substitute for all the
Crossed Loans in the subject Crossed Group. The determination of the applicable
Special Servicer as to whether the Crossed Loan Repurchase Criteria have been
satisfied shall be conclusive and binding in the absence of manifest error. The
applicable Special Servicer will be entitled to cause to be delivered, or direct
the applicable Responsible Party to cause to be delivered, to the applicable
Master Servicer, an Appraisal of any or all of the related Mortgaged Properties
for purposes of determining whether clause (ii) of the definition of Crossed
Loan Repurchase Criteria has been satisfied, in each case at the expense of the
applicable Responsible Party if the scope and cost of the Appraisal is approved
by the applicable Responsible Party (such approval not to be unreasonably
withheld).

      To the extent that a Responsible Party repurchases or substitutes an
affected Crossed Loan in the manner prescribed in the immediately preceding
paragraph above while the Trustee continues to hold any related Crossed Loans,
the related Mortgage Loan Seller and the Depositor have agreed in the Mortgage
Loan Purchase Agreement to modify, upon such repurchase or substitution, the
related Loan Documents in a manner such that such affected Crossed Loan
repurchased or substituted by the related Mortgage Loan Seller, on the one hand,
and any related Crossed Loans held by the Trustee, on the other, would no longer
be cross-defaulted or cross-collateralized with one another; provided that the
applicable Responsible Party shall have furnished the Trustee, at its expense,
with an Opinion of Counsel that such modification shall not cause an Adverse
REMIC Event; provided, further, that if such Opinion cannot be furnished, the
applicable Responsible Party and the Depositor have agreed in the applicable
Mortgage Loan Purchase Agreement that such repurchase or substitution of only
the affected Crossed Loan, notwithstanding anything to the contrary herein,
shall not be permitted and the Responsible Party shall repurchase or substitute
for the affected Crossed Loan and all related Crossed Loans. Any reserve or
other cash collateral or letters of credit securing the Crossed Loans shall be
allocated between such Loans in accordance with the Loan Documents. All other
terms of the Loans shall remain in full force and effect, without any
modification thereof.

      Notwithstanding the foregoing, if there is a Material Breach or Material
Document Defect with respect to one or more Mortgaged Properties (but not all of
the Mortgaged Properties) with respect to a Loan, the applicable Responsible
Party will not be obligated to repurchase or substitute for the Loan if the
affected Mortgaged Property may be released pursuant to the terms of any partial
release provisions in the related Loan Documents and the remaining Mortgaged
Property(ies) satisfy the requirements, if any, set forth in the Loan Documents
and (i) the applicable Responsible Party provides an Opinion of Counsel to the
effect that such partial release would not cause an Adverse REMIC Event to
occur, (ii) such Responsible Party pays (or causes to be paid) the applicable
release price required under the Loan Documents and, to the extent not covered
by such release price, 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 and (iii) such
cure by release of such Mortgaged Property is effected within the time periods
specified for the cure of a Material Breach or a Material Document Defect in
this Section 2.03(b).

      In connection with any repurchase or substitution of a Loan contemplated
by this Section 2.03, the Trustee, the applicable Master Servicer and the
applicable Special Servicer shall each tender to or at the direction of the
applicable Responsible Party, upon delivery to each of the Trustee, the
applicable Master Servicer and the applicable Special Servicer of a trust
receipt executed by such Responsible Party, all portions of the Mortgage File,
the Servicing File and other documents pertaining to such Loan possessed by it,
and each document that constitutes a part of the related Mortgage File that was
endorsed or assigned to the Trustee, shall be endorsed or assigned, as the case
may be, to such Responsible Party in the same manner as provided in Section 7 of
the related Mortgage Loan Purchase Agreement. The applicable Master Servicer
(or, in the case of a Specially Serviced Loan, the applicable Special Servicer)
shall notify the holder of the Class CCA Certificates of any repurchase
regarding the Carlton Court Apartments Loan. The applicable Master Servicer (or,
in the case of a Specially Serviced Loan, the applicable Special Servicer) shall
notify the related Junior Loan Holder(s), as the case may be, of any repurchase
regarding any Loan.

      In connection with a repurchase or substitution of a Loan pursuant to the
first paragraph of this Section 2.03(b), Monthly Payments due with respect to
each Qualified Substitute Mortgage Loan (if any) after the Due Date in the month
of substitution, and Monthly Payments due with respect to each Loan being
repurchased or replaced after the related Due Date in March 2006 and received by
the applicable Master Servicer or 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. Monthly Payments due with respect to each Qualified Substitute
Mortgage Loan (if any) on or prior to the Due Date in the month of substitution,
and Monthly Payments due with respect to each Loan being repurchased or replaced
and received by the applicable Master Servicer or Special Servicer on behalf of
the Trust after the related date of repurchase or substitution, shall not be
part of the Trust Fund and are to be remitted by the applicable Master Servicer
to the applicable Responsible Party promptly following receipt.

      Section 7 of each of the Mortgage Loan Purchase Agreements and, in the
case of the CSMC Loans, the Column Performance Guarantee provide the sole
remedies available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Defect or Breach.

      If the applicable Responsible Party defaults on its obligations to
repurchase any Loan as contemplated by this Section 2.03(b), the Trustee shall
promptly notify the Certificateholders, the Rating Agencies, the applicable
Master Servicer and the applicable Special Servicer of such default. The Trustee
shall enforce the obligations of each Responsible Party under Section 7 of the
related Mortgage Loan Purchase Agreement and/or, if applicable, under the Column
Performance Guarantee. Such enforcement, including, without limitation, the
legal prosecution of claims, shall be carried out in such form, to such extent
and at such time as if it were, in its individual capacity, the owner of the
affected Loan(s). The Trustee shall be reimbursed for the reasonable costs of
such enforcement: first, from a specific recovery of costs, expenses or
attorneys' fees against the defaulting Responsible Party; second, pursuant to
Section 3.05(a) out of the related Purchase Price, to the extent that such
expenses are a specific component thereof; and third, if at the conclusion of
such enforcement action it is determined that the amounts described in clauses
first and second are insufficient, then pursuant to Section 3.05(a) out of
general collections on the Loans on deposit in the applicable Collection
Account.

      If the applicable Responsible Party incurs any expense in connection with
the curing of a Breach which also constitutes a default under the related Loan,
such Responsible Party shall have a right, and shall be subrogated to the rights
of the Trustee, as successor to the mortgagee, to recover the amount of such
expenses from the related Borrower; provided, however, that such Responsible
Party's rights pursuant to this paragraph shall be junior, subject and
subordinate to the rights of the Trust Fund to recover amounts owed by the
related Borrower under the terms of such Loan, including the rights to recover
unreimbursed Advances, accrued and unpaid interest on Advances at the
Reimbursement Rate and unpaid or unreimbursed expenses of the Trust Fund
allocable to such Loan; and provided, further, that in the event and to the
extent that such expenses of such Responsible Party in connection with any Loan
exceed five percent of the then outstanding principal balance of such Loan, then
such Responsible Party's rights to reimbursement pursuant to this paragraph with
respect to such Loan and such excess expenses shall not be exercised until the
payment in full of such Loan (as such Loan may be amended or modified pursuant
to the terms of this Agreement). Notwithstanding any other provision of this
Agreement to the contrary, no Master Servicer shall have any obligation pursuant
to this Agreement to collect such reimbursable amounts on behalf of such
Responsible Party; provided, however, that the preceding clause shall not
operate to prevent the applicable Master Servicer from using reasonable efforts,
exercised in such Master Servicer's sole discretion, to collect such amounts to
the extent consistent with the Servicing Standard. A Responsible Party may
pursue its rights to reimbursement of such expenses directly against the
Borrower while such Loan is an asset of the Trust Fund, by suit or otherwise, at
the sole cost and expense of such Responsible Party to the extent such costs and
expenses are not recovered from the Borrower; provided that (i) the applicable
Master Servicer or, with respect to a Specially Serviced Loan, the applicable
Special Servicer determines in the exercise of its sole discretion consistent
with the Servicing Standard that such actions by such Responsible Party will not
impair the applicable Master Servicer's and/or the applicable Special Servicer's
collection or recovery of principal, interest and other sums due with respect to
the subject Loan and any related Junior Loan, which would otherwise be payable
to the applicable Master Servicer, the applicable Special Servicer, the Trustee,
the Certificateholders and any related Junior Loan Holder pursuant to the terms
of this Agreement, (ii) such actions will not include an involuntary bankruptcy,
receivership or insolvency proceeding against the Borrower, (iii) such actions
will not include the foreclosure or enforcement of any lien or security interest
under the related Mortgage or other Loan Documents and (iv) such actions will
not result in the imposition of an additional lien against the Mortgaged
Property.

      Section 2.04. Issuance of Carlton Court Apartments Loan REMIC Regular
Interest and Uncertificated Lower-Tier Interests; Execution of Certificates.
Subject to Sections 2.01 and 2.02, the Trustee hereby acknowledges the
assignment to it of the Loans and the delivery of the Mortgage Files and fully
executed original counterparts of the Mortgage Loan Purchase Agreements,
together with the assignment to it of all other assets included in the Trust
Fund. Concurrently with such assignment and delivery, the Trustee (i) hereby
declares that it holds the Loans, the Carlton Court Apartments Loan REMIC (in
the case of the Carlton Court Apartments Loan), exclusive of Excess Interest and
Broker Strip Interest thereon, on behalf of the Carlton Court Apartments Loan
REMIC (in the case of the Carlton Court Apartments Loan), the Lower-Tier REMIC,
and the Holders of the Certificates, (ii) acknowledges the issuance of the
Uncertificated Lower-Tier Interests (together with the residual interest in the
Lower-Tier REMIC, which will be evidenced by the Class R Certificates), in
exchange for the Loans (other than the Carlton Court Apartments Loan), exclusive
of Broker Strip Interest and Excess Interest thereon, and the Carlton Court
Apartments Loan REMIC Regular Interests, receipt of which is hereby
acknowledged, (iii) acknowledges the issuance of the Carlton Court Apartments
Loan REMIC Regular Interests and the Carlton Court Apartments Loan REMIC
Residual Interest (represented by the Class R Certificates) to the Depositor in
exchange for the Carlton Court Apartments Loan, and (iv) pursuant to the written
request of the Depositor executed by an officer of the Depositor, acknowledges
that (A) it has executed and caused the Certificate Registrar to authenticate
and to deliver to or upon the order of the Depositor, in exchange for the Loans
(exclusive of Excess Interest and Broker Strip Interest thereon), the Carlton
Court Apartments Loan REMIC Regular Interests and the Uncertificated Lower-Tier
Interests, the Regular Certificates and the Class R Certificates and (B) it has
executed and caused the Certificate Registrar to authenticate and to deliver to
or upon the order of the Depositor, in exchange for the Excess Interest, the
Class V Certificates, and the Depositor hereby acknowledges the receipt by it or
its designees, of all such Certificates.

                                  ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

      Section 3.01. General Servicing Matters. (a) Master Servicer No. 2, Master
Servicer No. 3, any successor to GMACCM as Master Servicer No. 1, and each of
the Special Servicers shall diligently service and administer the Loans (and if
a Loan is part of a Serviced Loan Combination, the related Junior Loan(s), if
any) (and, in the case of a Special Servicer, any related REO Properties) that
it is obligated to service and administer pursuant to this Agreement on behalf
of the Trustee and in the best interests of and for the benefit of the
Certificateholders (and, in the case of a Serviced Loan Combination, the related
Junior Loan Holder(s), if any, taken as a collective whole, taking into
consideration the subordinate nature of the Junior Loans), as determined by such
Master Servicer or such Special Servicer, as the case may be, in its reasonable
judgment, in accordance with applicable law, the terms of this Agreement, the
terms of the respective Loans (and, if a Loan is part of a Serviced Loan
Combination, the terms of the related Junior Loan(s), if any), and any related
intercreditor, co-lender and/or similar agreement(s) and, to the extent
consistent with the foregoing, further as follows (the "Servicing
Standard-General"):

            (i) (a) the same manner in which, and with the same care, skill,
      prudence and diligence with which the applicable Master Servicer No. 2 or
      Master Servicer No. 3 or Special Servicer No. 2, as the case may be,
      services and administers similar mortgage loans for other third party
      portfolios, giving due consideration to the customary and usual standards
      of practice of prudent institutional commercial and multifamily mortgage
      loan servicers servicing mortgage loans for third parties, and (b) the
      same care, skill, prudence and diligence with which the applicable Master
      Servicer or Special Servicer, as the case may be, services and administers
      commercial and multifamily mortgage loans owned by it, whichever is
      higher;

            (ii) with a view to the timely collection of all scheduled payments
      of principal and interest under the Loans and, in the case of the Special
      Servicer, if a Loan comes into and continues in default and if, in the
      judgment of the applicable Special Servicer, no satisfactory arrangements
      can be made for the collection of the delinquent payments, the
      maximization of the recovery on that Loan to the Certificateholders (as a
      collective whole) or, in the case of a CBA A/B Loan Pair, for the benefit
      of the Certificateholders and the holder(s) of the related Companion
      Loan(s) (as a collective whole), on a net present value basis; but

            (iii) without regard to--

                        (A) any relationship that the applicable Master Servicer
                  or Special Servicer, as the case may be, or any Affiliate
                  thereof may have with the related Borrower, any Mortgage Loan
                  Seller or any other party to this Agreement,

                        (B) the ownership of any Certificate, mezzanine loan or
                  any Junior Loan by the applicable Master Servicer or Special
                  Servicer, as the case may be, or by any Affiliate thereof,

                        (C) the applicable Master Servicer's obligation to make
                  Advances,

                        (D) the applicable Special Servicer's obligation to
                  request that the applicable Master Servicer make Servicing
                  Advances,

                        (E) the right of the applicable Master Servicer (or any
                  Affiliate thereof) or the applicable special servicer (or any
                  Affiliate thereof), as the case may be, to receive
                  reimbursement of costs, or the sufficiency of any compensation
                  payable to it, or with respect to any particular transaction,

                        (F) the ownership, servicing or management for others of
                  any other mortgage loans or mortgaged properties by the
                  applicable Master Servicer or Special Servicer, as the case
                  may be, or any Affiliate thereof, as applicable,

                        (G) any obligation of the applicable Master Servicer or
                  any of its Affiliates (in their capacity as a Responsible
                  Party, if applicable) to cure a breach of a representation or
                  warranty or repurchase the mortgage loan, or

                        (H) any debt that the applicable Master Servicer or
                  Special Servicer, as the case may be, or any Affiliate thereof
                  has extended to any Borrower.

      (b) GMACCM as Master Servicer No. 1 and as Special Servicer No. 1 will
service and administer the Loans and/or REO Properties that it is obligated to
service and administer in the best interests and for the benefit of the
Certificateholders (as a collective whole) or, in the case of any Junior Loans,
for the benefit of the Certificateholders and the holder(s) of the related
Junior Loan (as a collective whole, as determined by GMACCM as a master servicer
in the exercise of its reasonable judgment taking into account that the related
Junior Loan is subordinate to the A Note), which standard will be to perform
such servicing and administration in accordance with applicable law, the terms
of the pooling and servicing agreement and the terms of the respective subject
Loans and any applicable intercreditor or co-lender agreements and, to the
extent not inconsistent with the foregoing, further as follows (the "Servicing
Standard-GMAC")--

            (i) with the same care, skill and diligence as is normal and usual
      in GMACCM as a master servicer's, mortgage servicing and REO property
      management activities on behalf of third parties or on behalf of itself,
      whichever is higher; and

            (ii) with a view to the timely collection of all scheduled payments
      of principal and interest under the Loans and the maximization of the
      recovery on that Loan to the Certificateholders (as a collective whole)
      or, in the case of a Junior Loan, for the benefit of the
      Certificateholders and the holder(s) of the related Junior Loans (as a
      collective whole), on a net present value basis; but

            (iii) without regard to--

                        (A) any relationship that GMACCM as a Master Servicer or
                  Special Servicer, or any Affiliate thereof may have with the
                  related Borrower,

                        (B) the ownership of any certificate, Mezzanine Loan or
                  any CBA B Loans by GMACCM as a Master Servicer or Special
                  Servicer, or by any Affiliate thereof,

                        (C) GMACCM's obligation as a Master Servicer to make
                  advances,

                        (D) the right of GMACCM as a Master Servicer or Special
                  Servicer (or any Affiliate thereof) to receive reimbursement
                  of costs, or the sufficiency of any compensation payable to
                  it, or with respect to any particular transaction, or

                        (E) any obligation of GMACCM as a Master Servicer or
                  Special Servicer or any of its Affiliates (in their capacity
                  as a Mortgage Loan Seller) to cure a breach of a
                  representation or warranty or repurchase the Loan.

      Without limiting the foregoing, subject to Section 3.21, (i) Master
Servicer No. 1 shall be obligated to service and administer all Group A Loans
and any related Junior Loans which, in each case, do not constitute Specially
Serviced Loans, (ii) Master Servicer No. 2 shall be obligated to service and
administer all Group B Loans which, in each case, do not constitute Specially
Serviced Loans, (iii) Master Servicer No. 3 shall be obligated to service and
administer all Group C Loans which, in each case, do not constitute Specially
Serviced Loans, (iv) Special Servicer No. 1 shall be obligated to service and
administer all Group A and Group B Loans and any related Junior Loans as to
which a Servicing Transfer Event has occurred and is continuing ("Specially
Serviced Loans") and any REO Property acquired in respect of any such Loan or
Junior Loan, and (v) Special Servicer No. 2 shall be obligated to service and
administer all Group C Loans as to which a Servicing Transfer Event has occurred
and is continuing (also "Specially Serviced Loans") and any REO Property
acquired in respect of any such Loan. Notwithstanding the foregoing, each Master
Servicer shall continue to make all calculations, and prepare, and deliver to
the Trustee, all reports required to be prepared by such Master Servicer
hereunder with respect to the Loans and/or Junior Loans for which it is the
applicable Master Servicer and that constitute Specially Serviced Loans as if no
Servicing Transfer Event had occurred and with respect to the REO Properties
(and the related REO Loans) related to such Loans and/or Junior Loans as if no
REO Acquisition had occurred, and to render such incidental services with
respect to such Specially Serviced Loans and REO Properties as are specifically
provided for herein; provided, however, that such Master Servicer shall not be
liable for failure to comply with such duties insofar as such failure results
from a failure of the applicable Special Servicer to provide information to such
Master Servicer that is sufficient for such Master Servicer to comply with such
duties or from a failure of the applicable Special Servicer to prepare and
deliver to such Master Servicer reports required hereunder to be delivered by
such Special Servicer to such Master Servicer. Each Loan and Junior Loan that
becomes a Specially Serviced Loan shall continue as such until satisfaction of
the conditions specified in Section 3.21(a).

      (c) Subject only to the Servicing Standard and the terms of this Agreement
and of the respective Loans (and, in the case of a Serviced Loan Combination,
the terms of the related Junior Loan(s), if any, and the related Intercreditor
Agreement), each Master Servicer and, with respect to the Specially Serviced
Loans, each Special Servicer each shall have full power and authority, acting
alone, to do or cause to be done any and all things in connection with such
servicing and administration which it may deem necessary or desirable. Without
limiting the generality of the foregoing, each of the Master Servicers and
Special Servicers, in its own name, is hereby authorized and empowered by the
Trustee and obligated to execute and deliver, on behalf of the
Certificateholders, the Junior Loan Holders and the Trustee or any of them, with
respect to each Loan or Junior Loan it is obligated to service under this
Agreement, any and all financing statements, continuation statements and other
documents or instruments necessary to maintain the lien created by the related
Mortgage or other security document in the related Mortgage File on the related
Mortgaged Property and related collateral; subject to Section 3.20, any and all
modifications, waivers, amendments or consents to or with respect to any
documents contained in the related Mortgage File; and any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, and
all other comparable instruments. Subject to Section 3.10, the Trustee shall
execute and furnish to each Master Servicer and Special Servicer any limited
powers of attorney and other documents prepared by such Master Servicer or
Special Servicer, as the case may be, necessary or appropriate to enable such
Master Servicer or Special Servicer, as the case may be, to carry out its
servicing and administrative duties hereunder; provided, however, that the
Trustee shall not be held liable for any negligence with respect to, or misuse
of, any such power of attorney by any Master Servicer or Special Servicer;
provided, further, notwithstanding anything contained herein to the contrary,
none of the Master Servicers and Special Servicers shall, without the Trustee's
written consent: (i) initiate any action, suit or proceeding solely under the
Trustee's name without indicating such Master Servicer's or Special Servicer's,
as applicable, representative capacity; or (ii) take any action with the intent
to cause, and that actually causes, the Trustee to be registered to do business
in any state.

      (d) Reserved.

      (e) Reserved.

      (f) The relationship of each Master Servicer and each Special Servicer to
the Trustee and, unless they are the same Person, one another (whether between a
Master Servicer and another Master Servicer or a Special Servicer and the other
Special Servicer or a Master Servicer and a Special Servicer) under this
Agreement is intended by the parties to be that of an independent contractor and
not that of a joint venturer, partner or, except as specifically set forth
herein, agent.

      (g) Pursuant to the related Intercreditor Agreement, each Junior Loan
Holder has agreed that the applicable Master Servicer and the applicable Special
Servicer are authorized and obligated to service and administer the subject
Junior Loan pursuant to this Agreement. The applicable Master Servicer shall be
entitled, during any period when any Junior Loan of a Serviced Loan Combination
does not constitute a Specially Serviced Loan, to exercise the rights and powers
granted under the corresponding Intercreditor Agreement(s) to the holder of the
applicable Loan or to any servicer appointed thereby or acting on its behalf,
subject to the limitations of such Intercreditor Agreement and to the rights and
powers of the related Junior Loan Holder(s), if any, under such Intercreditor
Agreement.

      (h) In the event that a CBA A/B Material Default occurs with respect to
any CBA A/B Loan Pair, and for so long as such CBA A/B Material Default shall be
continuing, the applicable Master Servicer and/or the applicable Special
Servicer, as applicable, shall be obligated to service, subject to the terms and
conditions of the related CBA A/B Intercreditor Agreement, the related CBA B
Loan, on behalf of the related Junior Loan Holder, and all references herein to
"Junior Loan" (and, if the related A Loan is a Specially Serviced Loan, all
references herein to "Specially Serviced Loan"), other than provisions
pertaining to the making of Advances, shall include such CBA B Loan.

      Section 3.02. Collection of Loan Payments. (a) The applicable Master
Servicer and the applicable Special Servicer shall make reasonable efforts to
collect all payments called for under the terms and provisions of the Loans
(and any Serviced Loan Combination(s)) it is obligated to service hereunder, and
shall follow such collection procedures as are consistent with this Agreement
(including, without limitation, the Servicing Standard). Consistent with the
foregoing, the applicable Master Servicer or applicable Special Servicer may in
its discretion waive any Penalty Charge in connection with any delinquent
payment on a Loan (or a Serviced Loan Combination) it is obligated to service
hereunder.

      (b) All amounts collected on any Loan or Junior Loan, including payments
from Borrowers, Insurance and Condemnation Proceeds or Liquidation Proceeds
shall be applied to amounts due and owing under the related Note and Mortgage
(including any modifications to either of them) in accordance with the express
provisions of such Note and Mortgage (unless a payment default exists thereunder
and the related Note and Mortgage permit application in the order and priority
determined by the lender) and, in the absence of such express provisions (and,
in the case of each related Junior Loan of any Serviced Loan Combination,
subject to the terms of the related Intercreditor Agreement(s)), shall be
applied (after payment to the applicable Master Servicer, the holder of the
related Excess Servicing Strip, any related Primary Servicer, any related Broker
Strip Payee, the applicable Special Servicer, and/or the Trustee for any related
Master Servicing Fees (net of the related Excess Servicing Strip), Excess
Servicing Strip, Primary Servicing Fees, Broker Strip Interest, Special
Servicing Fees and Trustee Fees, the application to any related outstanding P&I
Advances and/or Servicing Advances, application to recoveries of Nonrecoverable
Advances and interest thereon or Workout-Delayed Reimbursement Amounts and
interest thereon (in each case, that were paid from principal collections on the
Loans and resulted in principal distributed to the Certificateholders being
reduced), and payment of interest on all such Advances from such Loan): first,
as a recovery of accrued and unpaid interest on such Loan or Junior Loan, as the
case may be, at the related Mortgage Rate (less portions thereof payable to the
applicable Master Servicer, the holder of the related Excess Servicing Strip,
the Broker Strip Payees, the applicable Special Servicer, the Trustee, or, if
applicable, the related Primary Servicer) in effect from time to time to but not
including the Due Date in the Due Period of receipt; second, as a recovery of
principal of such Loan or Junior Loan, as the case may be; third, to the payment
of Yield Maintenance Charges and Static Prepayment Premiums; and fourth, any
other amounts due and owing under such Loan or Junior Loan, as the case may be
(the application to such other amounts to be made in the discretion of the
applicable Master Servicer (exercised in accordance with the Servicing
Standard)). Notwithstanding the terms of any Loan or Junior Loan, the applicable
Master Servicer shall not be entitled to the payment of any Penalty Charge in
excess of outstanding interest on Advances made with respect to such Loan or
Junior Loan under Section 3.11(a), until and except to the extent that (i) all
reserves required to be established with such Master Servicer and then required
to be funded pursuant to the terms of such Loan or Junior Loan have been so
funded, (ii) all payments of principal and interest then due on such Loan or
Junior Loan have been paid and (iii) all related operating expenses, if
applicable, have been paid to the related Lock-Box or reserved for pursuant to
the related Lock-Box Agreement. In no event shall any collections on any ARD
Loan be allocated to the payment of Excess Interest until all principal and
interest (other than Excess Interest) due, or to become due, under such ARD Loan
have been paid in full and any Advances related to such ARD Loan (together with
interest thereon) are reimbursed. Amounts collected on any REO Loan shall be
deemed to be applied in accordance with the definition thereof.

      (c) Reserved.

      (d) If the applicable Master Servicer or the applicable Special Servicer
receives, or receives notice from the related Borrower that it will be
receiving, Excess Interest in any Due Period, such Master Servicer or such
Special Servicer, as applicable, shall, to the extent Excess Interest is not
otherwise reported on the CMSA Loan Periodic Update File, promptly notify the
Trustee in writing.

      (e) Subject to Section 3.20, none of the Master Servicers shall accept a
Principal Prepayment of any Loan by the related Borrower on any date other than
a Due Date if accepting such payment would cause a Prepayment Interest
Shortfall, unless the Borrower is permitted to make such prepayment pursuant to
the terms of the related Loan Documents, the prepayment results from a payment
of insurance proceeds or condemnation proceeds or the prepayment must be
accepted under applicable law or court order. If a Master Servicer accepts a
Principal Prepayment by the Borrower of any Loan for which such Master Servicer
is the applicable Master Servicer on any date other than a Due Date thereby
causing a Prepayment Interest Shortfall (other than any such Principal
Prepayment that occurred in respect of (i) a Specially Serviced Loan, (ii) a
payment of insurance proceeds or condemnation proceeds, (iii) a payment
subsequent to a default under the related Loan Documents (provided that such
Master Servicer reasonably believes that acceptance of such payment is
consistent with the Servicing Standard and such Master Servicer has obtained the
consent of the applicable Special Servicer), (iv) a payment pursuant to
applicable law or court order, (v) a payment the related Borrower is permitted
to make under the terms of the related Loan Documents or (vi) a payment accepted
by such Master Servicer at the request of or with the consent of the Directing
Certificateholder), such Master Servicer shall remit to the Trustee on or before
1:00 p.m., New York City time, on the related Master Servicer Remittance Date
for deposit in the Distribution Account, an amount equal to the amount of such
resulting Prepayment Interest Shortfall. In addition, if an Uncovered Prepayment
Interest Shortfall occurs in respect of any Loan during any Due Period, and if
the applicable Master Servicer in respect of such Loan receives any Prepayment
Interest Excesses during that same Due Period in respect of other Loans as to
which such Master Servicer is the applicable Master Servicer, then such
Prepayment Interest Excesses shall be applied to offset such Uncovered
Prepayment Interest Shortfall to the maximum extent possible and shall not be
available as additional servicing compensation. Notwithstanding the foregoing,
(i) no other compensation payable to a Master Servicer shall be available to
cover Prepayment Interest Shortfalls, (ii) a Master Servicer's obligation to
make payments to cover Prepayment Interest Shortfalls in respect of a particular
Due Period shall not carry over to any subsequent Due Period, and (iii) no
Master Servicer shall be obligated pursuant to this Section 3.02(f), to make any
payment, or apply Prepayment Interest Excesses received on Loans for which it is
the applicable Master Servicer, to cover or offset a Prepayment Interest
Shortfall on a Loan as to which it is not the applicable Master Servicer.

      Section 3.03. Collection of Taxes, Assessments and Similar Items;
Servicing Accounts. (a) Each Master Servicer shall establish and maintain one or
more accounts (the "Servicing Accounts"), into which all Escrow Payments
received by it with respect to the Loans and/or Junior Loans for which it is the
applicable Master Servicer shall be deposited and retained, and shall administer
such Servicing Accounts in accordance with the related Loan Documents and the
terms of any related Intercreditor Agreement. Each Servicing Account shall be
maintained in accordance, or not inconsistent, with the requirements of the
related Loan or Junior Loan and in accordance with the Servicing Standard in an
Eligible Account. Funds on deposit in the Servicing Accounts may be invested in
Permitted Investments in accordance with the provisions of Section 3.06.
Withdrawals of amounts so deposited from a Servicing Account may be made only
to: (i) effect payment of real estate taxes, assessments, Insurance Policy
premiums, ground rents (if applicable) and other items for which funds have been
escrowed in the Servicing Accounts; (ii) reimburse the applicable Master
Servicer or the Trustee for any Servicing Advances and interest thereon; (iii)
refund to Borrowers any sums as may be determined to be overages; (iv) pay
interest to Borrowers on balances in the Servicing Account, if required by
applicable law or the terms of the related Loan Documents and as described below
or, if not so required, to the applicable Master Servicer pursuant to clause
(vii) below; (v) withdraw amounts deposited in error; (vi) clear and terminate
the Servicing Accounts at the termination of this Agreement in accordance with
Section 9.01; (vii) pay the applicable Master Servicer, as additional servicing
compensation in accordance with Section 3.11(a), interest and investment income
earned in respect of amounts relating to the Trust Fund held in the Servicing
Accounts maintained by such Master Servicer as provided in Section 3.06(b) (but
only to the extent of the Net Investment Earnings with respect to the Servicing
Accounts maintained by such Master Servicer for the relevant period and to the
extent not required by law or the terms of the related Loan Documents to be paid
to the Borrowers); and (viii) following a default on the related Loan or
Serviced Loan Combination, for application to amounts due thereunder (to the
extent permitted by the related Loan Documents and applicable law).

      (b) The applicable Special Servicer, in the case of REO Properties, and
the applicable Master Servicer, in the case of Loans and Junior Loans that do
not constitute REO Loans, shall maintain accurate records with respect to each
related REO Property or Mortgaged Property, as applicable, reflecting the status
of real estate taxes, assessments and other similar items that are or may become
a lien thereon (including related penalty or interest charges) and the status of
Insurance Policy premiums and any ground rents payable in respect thereof and
the status of any letters of credit. The applicable Special Servicer, in the
case of REO Properties, and the applicable Master Servicer, in the case of Loans
and Junior Loans that do not constitute REO Loans, shall obtain all bills for
the payment of such items (including renewal premiums) and shall effect payment
thereof from the related REO Account or Servicing Account, as applicable, and,
if such amounts are insufficient to pay such items in full, the applicable
Master Servicer shall make a Servicing Advance prior to the applicable penalty
or termination date, as allowed under the terms of the related Loan Documents
and, in any event, consistent with the Servicing Standard. Notwithstanding
anything to the contrary in the preceding sentence, with respect to Loans and
Junior Loans that do not provide for escrows for the payment of taxes and
assessments, the applicable Master Servicer shall make a Servicing Advance for
the payment of such items upon the earlier of (i) five Business Days after such
Master Servicer has received confirmation that such item has not been paid and
(ii) the earlier of (A) 30 days after the date such payments first become due
and (B) five Business Days before the scheduled date of foreclosure of any lien
arising from nonpayment of such items. In no event shall any Master Servicer or
Special Servicer be required to make any such Servicing Advance that would, if
made, be a Nonrecoverable Servicing Advance. To the extent that a Loan or
Serviced Loan Combination does not require a Borrower to escrow for the payment
of real estate taxes, assessments, Insurance Policy premiums, ground rents (if
applicable) and similar items, the applicable Special Servicer, in the case of
REO Properties, and the applicable Master Servicer, in the case of all Loans and
Junior Loans that do not constitute REO Loans shall use reasonable efforts
consistent with the Servicing Standard to require that payments in respect of
such items be made by the Borrower at the time they first become due.

      (c) In accordance with the Servicing Standard and for all Loans and Junior
Loans (other than with respect to any such Loan or Junior Loan after the related
principal balance thereof has been reduced to zero) for which it is the
applicable Master Servicer, each Master Servicer shall make a Servicing Advance
with respect to each related Mortgaged Property (including any REO Property) of
all such funds as are necessary for the purpose of effecting the payment of
(without duplication) (i) ground rents (if applicable), (ii) premiums on
Insurance Policies, (iii) operating, leasing, managing and liquidation expenses
for REO Properties, (iv) environmental inspections, (v) real estate taxes,
assessments and other similar items that are or may become a lien thereon, (vi)
the costs and expenses (including attorneys' fees and expenses) of any
enforcement or judicial proceedings, including foreclosure and similar
proceedings, and (vii) any other amount specifically required to be paid as a
Servicing Advance hereunder, if and to the extent monies in the Servicing
Accounts are insufficient to pay such item when due and the related Borrower has
failed to pay such item on a timely basis, provided that such Master Servicer
shall not be required to make any such Advance that would, if made, constitute a
Nonrecoverable Servicing Advance.

      With respect to each Specially Serviced Loan and Specially Serviced Junior
Loan and each related REO Property, the applicable Special Servicer shall give
the applicable Master Servicer and the Trustee not less than five Business Days'
notice before the date on which such Master Servicer is required to make any
Servicing Advance with respect to such Loan or Junior Loan or any related REO
Property; provided, however, that only two Business Days' notice shall be
required in respect of Servicing Advances required to be made on an urgent or
emergency basis; provided, further, that no Special Servicer shall be entitled
to make such a request (other than for Servicing Advances required to be made on
an urgent or emergency basis) to any single Master Servicer more frequently than
once per calendar month (although such request may relate to more than one
Servicing Advance). The applicable Master Servicer may pay the aggregate amount
of such Servicing Advances listed on a monthly request to the applicable Special
Servicer, in which case such Special Servicer shall remit such Servicing
Advances to the ultimate payees. In addition, the applicable Special Servicer
shall provide the applicable Master Servicer and the Trustee with any
information in its possession (including any information that such Master
Servicer or the Trustee, as applicable, may reasonably request) to enable such
Master Servicer or the Trustee, as applicable, to determine whether a requested
Servicing Advance would constitute a Nonrecoverable Servicing Advance. Any
request by a Special Servicer that a Master Servicer make a Servicing Advance
shall be deemed to be a determination by such Special Servicer that such
requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the
applicable Master Servicer shall be entitled to conclusively rely on such
determination, provided that such determination shall not be binding upon such
Master Servicer. On the fourth Business Day before each Distribution Date, each
Special Servicer shall report to the applicable Master Servicer such Special
Servicer's determination as to whether any Servicing Advance previously made by
such Master Servicer with respect to a Specially Serviced Loan or REO Property
for which such Special Servicer is the applicable Special Servicer is a
Nonrecoverable Servicing Advance. Such Master Servicer shall be entitled to
conclusively rely on such a determination, provided that such determination
shall not be binding upon such Master Servicer.

      Notwithstanding anything to the contrary set forth herein, the applicable
Master Servicer may (or shall, at the direction of the applicable Special
Servicer if a Specially Serviced Loan or an REO Property is involved) pay
directly out of such Master Servicer's Collection Account any servicing expense
that, if paid by such Master Servicer or the applicable Special Servicer, would
constitute a Nonrecoverable Servicing Advance; provided that such payment shall
be made only if such Master Servicer (or the applicable Special Servicer, if a
Specially Serviced Loan is involved) has determined in accordance with the
Servicing Standard that making such payment is in the best interests of the
Certificateholders (as a collective whole) (and in the case of any Junior Loan,
the related Junior Loan Holder, taken as a collective whole, taking into
consideration the subordinate nature of the Junior Loan), as evidenced by an
Officer's Certificate delivered promptly to the Trustee and the Directing
Certificateholder (and, in the case of a Significant Loan, the Rating Agencies),
setting forth the basis for such determination and accompanied by any
information that the applicable Master Servicer or the applicable Special
Servicer may have obtained that supports such determination.

      All such Servicing Advances and interest thereon shall be reimbursable in
the first instance from related collections from the Borrowers and further as
provided in Section 3.05. No costs incurred by a Master Servicer or a Special
Servicer in effecting the payment of real estate taxes, assessments and, if
applicable, ground rents on or in respect of the Mortgaged Properties shall, for
purposes of calculating monthly distributions to Certificateholders, be added to
the unpaid principal balances of the related Loans, notwithstanding that the
terms of such Loans so permit. If the applicable Master Servicer fails to make
any required Servicing Advance as and when due to the extent a Responsible
Officer of the Trustee has been notified of such failure in writing by such
Master Servicer, the applicable Special Servicer or the Depositor or a
Responsible Officer of the Trustee otherwise has actual knowledge of such
failure, then the Trustee shall make such Servicing Advance pursuant to Section
7.05.

      (d) In connection with its recovery of any Servicing Advance out of a
Collection Account pursuant to Section 3.05(a) or from a Servicing Account
pursuant to Section 3.03(a), the applicable Master Servicer or the Trustee, as
the case may be, shall be entitled to receive, out of any amounts then on
deposit in such Collection Account, interest at the Reimbursement Rate in effect
from time to time, accrued on the amount of such Servicing Advance from and
including the date made to, but not including, the date of reimbursement.
Subject to Section 3.19(e), each Master Servicer shall reimburse itself or the
Trustee, as the case may be, for any outstanding Servicing Advance made by such
Master Servicer or the Trustee, as the case may be, in respect of the Servicing
Group for which such Master Servicer is the applicable Master Servicer as soon
as practically possible after funds available for such purpose are deposited in
the applicable account maintained hereunder.

      (e) To the extent an operations and maintenance plan is required to be
established and executed pursuant to the terms of a Loan or Junior Loan, the
applicable Master Servicer or, if such Loan or Junior Loan constitutes a
Specially Serviced Loan, the applicable Special Servicer, shall request from the
Borrower written confirmation thereof within a reasonable time after the later
of the Closing Date and the date as of which such plan is required to be
established or completed. To the extent any repairs, capital improvements,
actions or remediations are required to have been taken or completed pursuant to
the terms of a Loan or Junior Loan, the applicable Master Servicer or, if such
Loan or Junior Loan constitutes a Specially Serviced Loan, the applicable
Special Servicer shall request from the Borrower written confirmation of such
actions and remediations within a reasonable time after the later of the Closing
Date and the date as of which such action or remediations are required to be or
to have been taken or completed. To the extent a Borrower fails to promptly
respond to any inquiry described in this Section 3.03(e), the applicable Master
Servicer (with respect to Loans and Junior Loans that are not Specially Serviced
Loans) shall determine whether the related Borrower has failed to perform its
obligations under the respective Loan or Junior Loan and (to the extent such
failure is not otherwise reported by such Master Servicer on any of the files or
reports comprising the CMSA Investor Reporting Package) report any such failure
to the applicable Special Servicer within a reasonable time after the date as of
which such operations and maintenance plan is required to be established or
executed or the date as of which such actions or remediations are required to be
or to have been taken or completed.

      Section 3.04. The Collection Accounts, Distribution Account and Excess
Interest Distribution Account. (a) Each Master Servicer shall establish and
maintain, or cause to be established and maintained, a Collection Account, into
which such Master Servicer shall deposit or cause to be deposited on a daily
basis (and in no event later than the second Business Day following receipt of
available funds), except as otherwise specifically provided herein, the
following payments and collections on the Loans and Junior Loans (if any) for
which it is the applicable Master Servicer received after the Cut-off Date
(other than payments of principal and interest due and payable on or before the
Cut-off Date) and the following payments and collections (other than Principal
Prepayments) on the Loans and Junior Loans (if any) for which it is the
applicable Master Servicer received on or prior to the Cut-off Date but
allocable to a period subsequent thereto:

            (i) all payments on account of principal, including Principal
      Prepayments, on such Loans and Junior Loans; and

            (ii) all payments on account of interest (net of any related Primary
      Servicing Fees and, in the case of a Loan, the related Master Servicing
      Fees) on such Loans and Junior Loans and any Penalty Charges collected
      thereon (net of any amount thereof utilized to offset interest on
      Advances); and

            (iii) all Yield Maintenance Charges and all Static Prepayment
      Premiums received with respect to such Loans and Junior Loans;

            (iv) all Insurance and Condemnation Proceeds and Liquidation
      Proceeds received in respect of any such Loan or Junior Loan (other than
      Liquidation Proceeds that are to be deposited in the Distribution Account
      pursuant to Section 9.01) together with any amounts representing
      recoveries of Workout-Delayed Reimbursement Amounts or Nonrecoverable
      Advances in respect of such Loans; and

            (v) any amounts required to be transferred from (A) any REO Account
      pursuant to Section 3.16(c), and (B) any Junior Loan Custodial Account
      pursuant to any applicable provision of this Agreement, and

            (vi) any amounts required to be deposited by such Master Servicer
      pursuant to Section 3.06 in connection with losses incurred with respect
      to Permitted Investments of funds held in such Collection Account; and

            (vii) any amounts required to be deposited by such Master Servicer
      or a Special Servicer pursuant to Section 3.07(b) in connection with
      losses on any such Loan, Junior Loan or any related REO Property resulting
      from a deductible clause in a blanket hazard policy or master single
      interest policy; and

            (viii) any amounts paid by any Junior Loan Holder or mezzanine
      lender in respect of the related A Loan in connection with any cure or
      purchase option exercised pursuant to the terms of the related
      Intercreditor Agreement.

      The foregoing requirements for deposit by a Master Servicer in the
Collection Account maintained by such Master Servicer shall be exclusive, it
being understood and agreed that actual payments from Borrowers in the nature of
Escrow Payments, charges for beneficiary statements or demands, assumption fees,
modification fees, extension fees, amounts collected for Borrower checks
returned for insufficient funds or other amounts that such Master Servicer or a
Special Servicer is entitled to retain as additional servicing compensation
pursuant to Section 3.11 need not be deposited by such Master Servicer in its
Collection Account. If a Master Servicer shall deposit in its Collection Account
any amount not required to be deposited therein, it may at any time withdraw
such amount from such Collection Account.

      Within one Business Day of receipt of any of the foregoing amounts with
respect to any Specially Serviced Loan, the applicable Special Servicer shall
remit such amounts to the applicable Master Servicer for deposit into the
Collection Account maintained by such Master Servicer. Any amounts received by
the applicable Special Servicer with respect to an REO Property (other than
Liquidation Proceeds payable pursuant to Section 9.01 in connection with the
termination of the Trust) shall be deposited into the applicable REO Account and
remitted to the applicable Master Servicer for deposit into its Collection
Account pursuant to Section 3.16(c).

      (b) The Trustee shall establish and maintain the Distribution Account in
trust for the benefit of the Certificateholders. The Trustee shall make or be
deemed to have made deposits in and withdrawals from the Distribution Account in
accordance with the terms of this Agreement. Each Master Servicer shall deliver
to the Trustee each month on or before 1:00 p.m., New York City time, on the
Master Servicer Remittance Date, for deposit in the Distribution Account, that
portion of the Available Distribution Amount (calculated without regard to
clauses (a)(iii), (a)(iv), (a)(vii), (c), (d) and (g) of the definition thereof)
for the related Distribution Date then on deposit in the Collection Account
maintained by such Master Servicer. On each Distribution Date (prior to
distributions on the Certificates being made on such date), the Trustee shall
deposit in the Distribution Account any amounts required to be so deposited by
the Trustee pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the Distribution Account and,
to the extent permitted by Section 3.06, shall be permitted to withdraw any Net
Investment Earnings from the Distribution Account.

      Subject to Section 3.05, each Master Servicer shall, as and when required
hereunder, deliver to the Trustee for deposit in the Distribution Account:

            (i) any P&I Advances required to be made by such Master Servicer in
      accordance with Section 4.03 (or, if the Trustee succeeds to such Master
      Servicer's obligations hereunder, Section 7.05);

            (ii) any Liquidation Proceeds paid by such Master Servicer in
      connection with the purchase of all of the Loans and any REO Properties in
      the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof
      required to be deposited in such Master Servicer's Collection Account or
      the Excess Interest Distribution Account pursuant to Section 9.01);

            (iii) any payments required to be made by such Master Servicer
      pursuant to Section 3.02(f); and

            (iv) any other amounts required to be so delivered by such Master
      Servicer for deposit in the Distribution Account pursuant to any provision
      of this Agreement.

      The Trustee shall, upon receipt, deposit in the Distribution Account any
and all amounts received by the Trustee that are required by the terms of this
Agreement to be deposited therein (including the withdrawal amount from the
Interest Reserve Account pursuant to Section 3.28(b) and such amount from the
Excess Liquidation Proceeds Account as required pursuant to Section 3.04(d)). To
the extent that any Master Servicer has not delivered to the Trustee for deposit
in the Distribution Account such amounts as are required to have been so
delivered on the Master Servicer Remittance Date, such Master Servicer shall pay
interest thereon to the Trustee at an interest rate equal to the Reimbursement
Rate then in effect for the period from and including the Master Servicer
Remittance Date to and excluding the date such amounts are received for deposit
by the Trustee.

      Any amounts deposited in accordance with this Section 3.04(b) that
represent amounts deposited in respect of the Carlton Court Apartments Loan
REMIC shall be deemed to be held in the Carlton Court Apartments Loan REMIC
Distribution Account until distributed in respect of the Carlton Court
Apartments Loan REMIC Regular Interests and Carlton Court Apartments Loan REMIC
Residual Interest as set forth herein.

      (c) The Trustee shall establish, prior to the Master Servicer Remittance
Date relating to any Due Period in which Excess Interest is received, and
maintain the Excess Interest Distribution Account in the name of the Trustee for
the benefit of the Holders of the Class V Certificates. The Excess Interest
Distribution Account shall be established and maintained as an Eligible Account
or, subject to Section 3.04(i), a subaccount of an Eligible Account. On or
before each Master Servicer Remittance Date, each Master Servicer shall remit to
the Trustee for deposit in the Excess Interest Distribution Account an amount
equal to the Excess Interest received by such Master Servicer during the related
Due Period on the Loans for which it is the applicable Master Servicer. On each
Distribution Date, the Trustee shall withdraw the Excess Interest from the
Excess Interest Distribution Account for distribution pursuant to Section
4.01(c). Following the distribution of Excess Interest to Holders of the Class V
Certificates on the first Distribution Date after which no Loans or related REO
Loans remain outstanding that pursuant to their terms could pay Excess Interest,
the Trustee shall terminate the Excess Interest Distribution Account.

      (d) If any Excess Liquidation Proceeds are received, the Trustee shall
establish and maintain one or more accounts (collectively, the "Excess
Liquidation Proceeds Account") to be held in trust for the benefit of the
Certificateholders. Each account that constitutes the Excess Liquidation
Proceeds Account shall be an Eligible Account or, subject to Section 3.04(i), a
sub-account of an Eligible Account. Not later than 1:00 p.m. on each Master
Servicer Remittance Date, each Master Servicer shall withdraw from such Master
Servicer's Collection Account and remit to the Trustee for deposit in the Excess
Liquidation Proceeds Account all Excess Liquidation Proceeds received by such
Master Servicer during the Due Period ending on the Determination Date
immediately prior to such Master Servicer Remittance Date on the Loans for which
such Master Servicer is the applicable Master Servicer. If any Excess
Liquidation Proceeds received by a Master Servicer during any Due Period relate
to any Junior Loan, such amount shall be deposited in the applicable Junior Loan
Custodial Account. Excess Liquidation Proceeds, if any, received on the Carlton
Court Apartments Loan shall be deemed distributed in respect of the Carlton
Court Apartments Loan REMIC Residual Interest and held in the related portion of
the Excess Liquidation Proceeds Account until applied in accordance with the
second succeeding paragraph.

      On each Master Servicer Remittance Date, the Trustee shall deposit in the
Excess Liquidation Proceeds Account any amounts required to be so deposited by
the Trustee pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the Excess Liquidation
Proceeds Account and, to the extent permitted by Section 3.06, shall be
permitted to withdraw any Net Investment Earnings from the Excess Liquidation
Proceeds Account.

      On the Business Day prior to each Distribution Date, the Trustee shall
withdraw from the Excess Liquidation Proceeds Account and deposit in the
Distribution Account, for distribution on such Distribution Date, an amount
equal to the lesser of (i) the entire amount, if any, then on deposit in the
Excess Liquidation Proceeds Account and (ii) the excess, if any, of the
aggregate amount distributable with respect to the Regular Certificates on such
Distribution Date pursuant to Section 4.01(a), over the Available Distribution
Amount for such Distribution Date (calculated without regard to such transfer
from the Excess Liquidation Proceeds Account to the Distribution Account);
provided that on the Business Day prior to the Final Distribution Date, the
Trustee shall withdraw from the Excess Liquidation Proceeds Account and deposit
in the Distribution Account, for distribution on such Distribution Date, any and
all amounts then on deposit in the Excess Liquidation Proceeds Account.

      (e) Funds on deposit in a Collection Account, a Junior Loan Custodial
Account, the Interest Reserve Account, the Excess Interest Distribution Account,
the Excess Liquidation Proceeds Account and the Distribution Account shall be
invested only in Permitted Investments in accordance with the provisions of
Section 3.06. Each Master Servicer shall give notice to the Trustee, the Special
Servicers, the Rating Agencies and the Depositor of any new location of the
Collection Account maintained by such Master Servicer prior to any change
thereof. As of the Closing Date (or the date such account is established, if
later), the Distribution Account, the Excess Liquidation Proceeds Account, and
the Excess Interest Distribution Account shall be located at the offices of the
Trustee. The Trustee shall give notice to the Master Servicers and the Depositor
of any new location of the Distribution Account, the Excess Liquidation Proceeds
Account or the Excess Interest Distribution Account, prior to any change
thereof.

      (f) With respect to a CBA B Loan from and after the date, if any, on which
any CBA A/B Material Default occurs and is continuing with respect to the
subject CBA A/B Loan Pair (and, as a result, such CBA B Loan is being serviced
hereunder) or the Mortgaged Property securing the subject CBA A/B Loan Pair has
become REO Property, and with respect to each other Junior Loan from and after
the Closing Date, the applicable Master Servicer shall establish and maintain,
or cause to be established and maintained, a Junior Loan Custodial Account, into
which such Master Servicer shall deposit or cause to be deposited (if not
otherwise required to be deposited in the Collection Account maintained by such
Master Servicer) on a daily basis (and in no event later than the Business Day
following the receipt of available funds) or shall transfer from general
collections on deposit in the Collection Account maintained by such Master
Servicer, except as otherwise specifically provided herein (and provided that
the subject payment or collection was not and may not otherwise be withdrawn
from such Collection Account for any other purpose contemplated by Section
3.05(a) or any other section of this Agreement), the following payments and
collections on the applicable Junior Loan received after the Cut-off Date (other
than payments of principal and interest due and payable on or before the Cut-off
Date) and the following payments and collections (other than Principal
Prepayments) received on the applicable Junior Loan by such Master Servicer on
or prior to the Cut-off Date but allocable to a period subsequent thereto:

            (i) all payments on account of principal, including principal
      prepayments, on such Junior Loan; and

            (ii) all payments on account of interest (net of any related Primary
      Servicing Fees), including Excess Interest and Penalty Charges (net of,
      subject to the related Intercreditor Agreement, any amount thereof
      utilized to offset interest on Advances or any Additional Trust Fund
      Expenses (to the extent such interest on Advances or Additional Trust Fund
      Expenses are related to the subject Serviced Loan Combination and
      allocable to such Junior Loan pursuant to the related Intercreditor
      Agreement), on such Junior Loan; and

            (iii) all Insurance and Condemnation Proceeds received that are
      allocable to such Junior Loan; and

            (iv) all Liquidation Proceeds received that are allocable to such
      Junior Loan; and

            (v) any amounts required to be transferred from an REO Account
      pursuant to Section 3.16(c) that relate to such Junior Loan; and

            (vi) all yield maintenance charges and prepayment premiums received
      in respect of such Junior Loan; and

            (vii) any amounts required to be deposited by the applicable Master
      Servicer or the applicable Special Servicer pursuant to Section 3.07(b) in
      connection with losses on such Junior Loan resulting from a deductible
      clause in a blanket or master force placed hazard insurance policy
      relating thereto; and

            (viii) any amounts paid by the holder of any A Loan or any mezzanine
      lender in connection with any purchase option exercised pursuant to the
      terms of the related Intercreditor Agreement, that are distributable to
      the related Junior Loan Holder; and

            (ix) any amounts required to be deposited by the Master Servicer
      pursuant to Section 3.06 in connection with losses incurred with respect
      to Permitted Investments of funds held in such Junior Loan Custodial
      Account.

      The foregoing requirements for deposit by a Master Servicer in a Junior
Loan Custodial Account shall be exclusive, it being understood and agreed that
actual payments from a Borrower in the nature of Escrow Payments, charges for
beneficiary statements or demands, assumption fees, modification fees, extension
fees, amounts collected for Borrower checks returned for insufficient funds or
other amounts that such Master Servicer or the applicable Special Servicer is
entitled to retain as additional servicing compensation pursuant to Section 3.11
need not be deposited by such Master Servicer in such Junior Loan Custodial
Account. If a Master Servicer for any reason deposits in any Junior Loan
Custodial Account any amount not required to be deposited therein, such Master
Servicer may at any time withdraw such amount from such Junior Loan Custodial
Account, notwithstanding any provision in this Agreement to the contrary.

      (g) With respect to any CBA B Loan from and after the date, if any, on
which any CBA A/B Material Default occurs and is continuing with respect to the
subject CBA A/B Loan Pair (and, as a result, such CBA B Loan is being serviced
hereunder) or the Mortgaged Property securing the subject CBA A/B Loan Pair has
become REO Property, and with respect to each other Junior Loan from and after
the date hereof, the applicable Master Servicer shall, as and when required
pursuant to the related Intercreditor Agreement and Section 3.05(a), withdraw
from the related Junior Loan Custodial Account and pay to the applicable parties
hereunder such amounts as is permitted under the related Intercreditor Agreement
and this Agreement for purposes of the reimbursement of Advances, the payment of
interest on Advances, the payment of Servicing Fees, Special Servicing Fees,
Workout Fees and Liquidation Fees and the payment of any other servicing
expenses and fees relating to the subject Junior Loan or any related REO
Property and, further, to pay to the related Junior Loan Holder all amounts to
which each of them is entitled in respect of the subject Junior Loan, in
accordance with the related Intercreditor Agreement. The foregoing payments
shall be made in accordance with the priorities set forth in the related
Intercreditor Agreement. Payments to the Trust shall be made by transfer of the
applicable funds to the Collection Account, and payments to the related Junior
Loan Holder shall be made in accordance with the related Intercreditor
Agreement.

      (h) Notwithstanding the foregoing or any other provision to the contrary
in this Agreement, each Master Servicer may maintain its Collection Account and
the respective Junior Loan Custodial Accounts to be maintained by it (if any) as
multiple separate sub-accounts of a single Eligible Account; provided that: (i)
all deposits into and withdrawals from such single Eligible Account shall be
deemed to have been made in the same manner as would be the case if such
Collection Account and such respective Junior Loan Custodial Accounts were
maintained as multiple separate accounts; (ii) all distributions on the
Certificates will be calculated and made in the same manner as would be the case
if such Collection Account and such respective Junior Loan Custodial Accounts
were maintained as multiple separate accounts; (iii) such Master Servicer shall
make credits and debits to those multiple sub-accounts in a manner consistent
with the provisions of this Agreement governing deposits and withdrawals of
funds to and from the Collection Accounts and Junior Loan Custodial Accounts,
respectively; (iv) such Master Servicer's maintaining such Collection Account
and such respective Junior Loan Custodial Accounts as multiple separate
sub-accounts of a single Eligible Account (as opposed to in the form of multiple
separate Eligible Accounts) shall not materially and adversely affect any of the
Certificateholders or any Junior Loan Holder; and (v) such single Eligible
Account shall be entitled substantially as follows: "[name of subject Master
Servicer], in trust for [name of Trustee], as Trustee for the benefit of Holders
of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2006-C1, [names of respective Junior Loan
Holders], as their interests may appear, Collection/Custodial Account".

      (i) Also notwithstanding the foregoing or any other provision to the
contrary in this Agreement, the Trustee may maintain the Distribution Account,
the Excess Interest Distribution Account, the Interest Reserve Account and the
Excess Liquidation Proceeds Account as four separate subaccounts of a single
Eligible Account; provided that: (i) all deposits into and withdrawals from such
single Eligible Account shall be made in the same manner as would be the case if
the Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account and the Excess Liquidation Proceeds Account were maintained as
four separate accounts; (ii) all distributions on the Certificates will be
calculated and made in the same manner as would be the case if the Distribution
Account, the Excess Interest Distribution Account, the Interest Reserve Account
and the Excess Liquidation Proceeds Account were maintained as four separate
accounts; (iii) the Trustee shall make debits and credits to those four
subaccounts in a manner consistent with the provisions of this Agreement
governing transfers of funds between the Distribution Account, the Excess
Interest Distribution Account, the Interest Reserve Account and the Excess
Liquidation Proceeds Account, as the case may be; (iv) the Trustee's maintaining
the Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account and the Excess Liquidation Proceeds Account as four separate
subaccounts of a single Eligible Account (as opposed to in the form of four
separate Eligible Accounts) shall not materially and adversely affect any of the
Certificateholders; and (v) such single Eligible Account shall be entitled
"[name of Trustee], as Trustee, in trust for the registered holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2006-C1, Distribution Account, Excess Interest Distribution
Account, Interest Reserve Account and Excess Liquidation Proceeds Account".

      Section 3.05. Permitted Withdrawals from the Collection Accounts and the
Distribution Account. (a) Each Master Servicer may, from time to time, make
withdrawals from its Collection Account for any of the following purposes (the
order set forth below not constituting an order of priority for such
withdrawals):

            (i) to remit to the Trustee for deposit in the Distribution Account
      or the Carlton Court Apartments Loan REMIC Distribution Account the amount
      required to be remitted pursuant to the first paragraph of Section 3.04(b)
      and the amount to be applied to make P&I Advances by such Master Servicer
      pursuant to Section 4.03(a);

            (ii) to remit Excess Interest to the Trustee for deposit in the
      Excess Interest Distribution Account pursuant to Section 3.04(c);

            (iii) to pay (w) to such Master Servicer or the holder of Master
      Servicer No. 2's or Master Servicer No. 3's Excess Servicing Strip
      (subject to Section 3.11(a)) unpaid Master Servicing Fees and any Primary
      Servicing Fees to which it or such holder is entitled pursuant to Section
      3.11(a), (x) to any Broker Strip Payee entitled thereto, the related
      Broker Strip, (y) to any Primary Servicer entitled thereto, the related
      Primary Servicing Fees with respect to the Loans (and any related REO
      Loans) for which such Master Servicer is the applicable Master Servicer,
      and (z) to the applicable Special Servicer, any unpaid Special Servicing
      Fees earned with respect to Specially Serviced Loans and REO Loans for
      which such Special Servicer is the applicable Special Servicer, as
      applicable, such Master Servicer's rights, any Primary Servicer's rights,
      any Broker Strip Payee's rights and such Special Servicer's rights to
      payment pursuant to this clause (iii) with respect to any Loan, Junior
      Loan or REO Loan, as applicable, being limited to amounts received on or
      in respect of such Loan, or such Junior Loan (whether in the form of
      payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or
      on or in respect of such REO Loan (whether in the form of REO Revenues,
      Liquidation Proceeds or Insurance and Condemnation Proceeds) that are
      allocable as a recovery of interest thereon;

            (iv) to pay to the applicable Special Servicer unpaid Liquidation
      Fees and Workout Fees in respect of Loans and Junior Loans as to which the
      Master Servicer maintaining the subject Collection Account is the
      applicable Master Servicer (and any related REO Loans), as applicable;

            (v) to reimburse itself or the Trustee, as applicable, for
      unreimbursed P&I Advances (to the extent not previously reimbursed in the
      form of a Cure Payment from any Junior Loan Holder or the Directing
      Certificateholder of the Class CCA Certificates) made by such party with
      respect to Loans for which such Master Servicer is the applicable Master
      Servicer and any related REO Loans, such Master Servicer's or the
      Trustee's right to receive payment pursuant to this clause (v) being
      limited to amounts received which represent Late Collections of interest
      (net of the related Master Servicing Fees, Primary Servicing Fees and
      Broker Strip Interest, if any) on and principal of the particular Loans
      and REO Loans with respect to which such P&I Advances were made;

            (vi) to reimburse itself or the Trustee, as applicable, for
      unreimbursed Servicing Advances made by such party with respect to any
      Loans and/or Junior Loans for which such Master Servicer is the applicable
      Master Servicer and/or related REO Properties, such Master Servicer's or
      the Trustee's respective rights to receive payment pursuant to this clause
      (vi) with respect to any Loan, Junior Loan or REO Property being limited
      to, as applicable, related payments, Liquidation Proceeds, Insurance and
      Condemnation Proceeds and REO Revenues;

            (vii) subject to Section 3.19(e), to reimburse itself or the
      Trustee, as applicable, for (A) Nonrecoverable Advances incurred by such
      Master Servicer or the Trustee in respect of the Loans and Junior Loans,
      for which such Master Servicer is the applicable Master Servicer (as well
      as any related REO Loans) and to pay to itself or the Trustee, as
      applicable, interest accrued and payable on such reimbursed Nonrecoverable
      Advances, which reimbursement and payment shall be made (subject to
      Section 1.05(a)) out of general collections on the Loans for which such
      Master Servicer is the applicable Master Servicer and any related REO
      Properties first from such amounts that are allocated to the Loan Group to
      which the subject Loan belongs and second from such amounts that are
      allocated to any other Loan Groups and (B) Workout-Delayed Reimbursement
      Amounts, out of the principal portion of the general collections on the
      Mortgage Loans and REO Properties, net of such amounts being reimbursed
      pursuant to (A) above;

            (viii) at such time as it reimburses itself or the Trustee, as
      applicable, for (a) any unreimbursed P&I Advance (including any such P&I
      Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant
      to clause (v) above, to pay itself or the Trustee, as applicable, any
      interest accrued and payable thereon in accordance with Section 4.03(d),
      or (b) any unreimbursed Servicing Advances pursuant to clause (vi) above
      or pursuant to Section 3.03(a)(ii), to pay itself or the Trustee, as the
      case may be, any interest accrued and payable thereon in accordance with
      Section 3.03(d);

            (ix) to reimburse itself, the applicable Special Servicer, the
      Depositor or the Trustee, as the case may be, for any unreimbursed
      expenses reasonably incurred by such Person in respect of any Breach or
      Defect relating to a Loan or Junior Loan required to be serviced by such
      Master Servicer and giving rise to a repurchase obligation of any
      Responsible Party under Section 7 of the related Mortgage Loan Purchase
      Agreement or under the Column Performance Guarantee, including, without
      limitation, any expenses arising out of the enforcement of the repurchase
      obligation, each such Person's right to reimbursement pursuant to this
      clause (ix) with respect to any Loan being limited to that portion of the
      Purchase Price paid for such Loan that represents such expense in
      accordance with clause (vi) of the definition of Purchase Price;

            (x) subject to Section 2.03(b), to reimburse itself, the Trustee or
      the applicable Special Servicer, as the case may be, out of general
      collections on the Loans for which such Master Servicer is the applicable
      Master Servicer and any related REO Properties for any unreimbursed
      expense reasonably incurred by such Person relating to a Loan required to
      be serviced by such Master Servicer in connection with the enforcement of
      any Responsible Party's obligations under Section 7 of the related
      Mortgage Loan Purchase Agreement or under the Column Performance
      Guarantee, but only to the extent that such expenses are not reimbursable
      pursuant to clause (ix) above or otherwise;

            (xi) to pay itself, as additional servicing compensation all amounts
      specified in the fifth and sixth paragraphs of Section 3.11(a); and to pay
      the applicable Special Servicer, as additional servicing compensation all
      amounts specified in the second and last paragraphs of Section 3.11(b);

            (xii) if and to the extent allocable to the related Servicing Group
      and/or any related Junior Loans and REO Loans, to pay itself, the
      applicable Special Servicer, the Depositor or any of their respective
      Affiliates, shareholders, directors, officers, members, managers,
      employees and agents and various other related Persons, as the case may
      be, any amounts payable to any such Person pursuant to Sections 6.03(a) or
      6.03(b);

            (xiii) to pay for the cost of any Opinion of Counsel contemplated by
      Sections 10.01(a) or 10.01(c) in connection with an amendment to this
      Agreement requested by the Trustee or such Master Servicer, which
      amendment is in furtherance of the rights and interests of
      Certificateholders; and, if and to the extent allocable to the related
      Servicing Group and/or any related Junior Loans and REO Loans to pay for
      (x) the cost of obtaining the REO Extension contemplated by Section
      3.16(a) and (y) the fees of the Trustee or the applicable Master Servicer
      for confirming a Special Servicer's determination of Fair Value of a
      Defaulted Loan;

            (xiv) to pay out of general collections on the Loans for which such
      Master Servicer is the applicable Master Servicer and any related REO
      Properties any and all federal, state and local taxes imposed on any Trust
      REMIC created hereunder or any of its assets or transactions, together
      with all incidental costs and expenses, to the extent that none of the
      Master Servicers, the Special Servicers or the Trustee is liable therefor;

            (xv) to reimburse such Master Servicer and the applicable Special
      Servicer out of general collections on the Loans for which such Master
      Servicer is the applicable Master Servicer and any related REO Properties
      for expenses incurred by and reimbursable to them by the Trust Fund (which
      expenses are not otherwise reimbursable pursuant to any other clause of
      this Section 3.05(a) or pursuant to Section 3.05(b));

            (xvi) to pay such Master Servicer the applicable Special Servicer,
      the Directing Certificateholder, any Junior Loan Holder or any Responsible
      Party, as the case may be, with respect to each Loan and Junior Loan, if
      any, previously purchased or replaced by such Person pursuant to this
      Agreement or the related Intercreditor Agreement (in each case, if such
      Master Servicer was the applicable Master Servicer), all amounts received
      thereon subsequent to the date of purchase or replacement, including, in
      the case of a Responsible Party, all amounts received thereon to which
      such Responsible Party is entitled under Section 2.03(b);

            (xvii) to reimburse the applicable Special Servicer for the cost of
      any environmental testing performed at such Special Servicer's direction
      pursuant to Section 3.09 with respect to any Mortgaged Property or REO
      Property relating to any Loan or Junior Loan for which such Master
      Servicer is the applicable Master Servicer;

            (xviii) to transfer the Excess Liquidation Proceeds on deposit in
      such Collection Account to the Trustee for deposit in the Excess
      Liquidation Proceeds Account in accordance with Section 3.04(d);

            (xix) to transfer to the related Junior Loan Custodial Account, as
      applicable, all amounts payable to each Saint Louis Galleria Junior Loan
      Holder, respectively, pursuant to Section 4 or Section 5, as applicable,
      of the Saint Louis Galleria Intercreditor Agreement in respect of the
      Saint Louis Galleria Whole Loan or any related REO Loans;

            (xx) to transfer to the related Junior Loan Custodial Account all
      amounts payable to the related CBA B Loan Holder in respect of any CBA B
      Loan being serviced hereunder or in respect of any related REO Loan,
      pursuant to the related CBA Intercreditor Agreement;

            (xxi) to make any payments, in addition to normal remittances, owing
      by the Trust Fund to any Junior Loan Holder under the related
      Intercreditor Agreement;

            (xxii) to recoup any amounts deposited in such Collection Account in
      error; and

            (xxiii) to clear and terminate such Collection Account at the
      termination of this Agreement pursuant to Section 9.01; and

provided, however, that, in the case of the Saint Louis Galleria Total Loan:

                        (A) no Primary Servicing Fees, Workout Fees and
                  Liquidation Fees earned and other items that constitute
                  "Costs" (other than Special Servicing Fees and related
                  Nonrecoverable Servicing Advances or Workout-Delayed
                  Reimbursement Amounts made or paid hereunder and interest
                  thereon) under the Saint Louis Galleria Intercreditor
                  Agreement attributable to the Saint Louis Galleria Junior
                  Loans or any successor REO Loans with respect thereto shall in
                  any event be paid out of payments and other collections on the
                  Loans and/or any successor REO Loans with respect thereto, and
                  no Special Servicing Fees earned on the Saint Louis Galleria
                  Junior Loans or any successor REO Loans with respect thereto
                  shall in any event be paid out of payments or other
                  collections on the Loans (exclusive of the Saint Louis
                  Galleria Total Loan) and/or any successor REO Loans with
                  respect thereto; and

                        (B) no fees, costs or expenses allocable to the Loans,
                  any successor REO Loans with respect thereto, or any
                  particular such Loan or REO Loan (exclusive of the Saint Louis
                  Galleria Loan or any successor REO Loan with respect thereto)
                  shall be paid out of payments and other collections on, or
                  amounts otherwise payable to the holders of, the Saint Louis
                  Galleria Junior Loans or any successor REO Loans with respect
                  thereto; and

provided, however, that, in the case of each CBA A/B Loan Pair:

                        (A) to the maximum extent permitted by the related CBA
                  Intercreditor Agreement, Special Servicing Fees, Workout Fees,
                  Liquidation Fees, Advances, interest on Advances and all other
                  servicing costs and expenses relating to such CBA A/B Loan
                  Pair or any related REO Property shall be paid or reimbursed,
                  as applicable, out of amounts otherwise payable to the holder
                  of the related CBA B Loan or any successor REO Loan with
                  respect thereto; and

                        (B) no fees, costs or expenses, including servicing
                  compensation, allocable to the related CBA B Loan or any
                  successor REO Loan with respect thereto (other than related
                  Nonrecoverable Servicing Advances or Workout-Delayed
                  Reimbursement Amounts made or paid hereunder and interest
                  thereon) shall be paid or reimbursed, as applicable, out of
                  any payments or other collections on the Loans and/or any
                  successor REO Loans with respect thereto (exclusive of the
                  related CBA A Loan or any successor REO Loan with respect
                  thereto); and

                        (C) no fees, costs or expenses allocable to the Loans,
                  any successor REO Loans with respect thereto or any particular
                  such Loan or REO Loan (exclusive of the related CBA A Loan or
                  any successor REO Loan with respect thereto) shall be paid out
                  of payments and other collections on, or amounts otherwise
                  payable to the holder of, the related CBA B Loan or any
                  successor REO Loan with respect thereto; and

provided further, however, that in the case of any Junior Loan (to the extent
not inconsistent with the preceding proviso):

                        (A) the applicable Master Servicer shall be entitled to
                  make transfers from time to time, from the related Junior Loan
                  Custodial Account to the applicable Collection Account, of
                  amounts necessary for the payments and/or reimbursements of
                  amounts described above in this Section 3.05(a), including the
                  foregoing proviso, but only insofar as the payment or
                  reimbursement described therein arises from or is related
                  solely to the Saint Louis Galleria Total Loan or the subject
                  CBA A/B Loan Pair, as applicable, or is allocable to the Saint
                  Louis Galleria Total Loan or to the subject CBA A/B Loan Pair,
                  as applicable, pursuant to this Agreement and, in either case,
                  is allocable to the related Junior Loan pursuant to the
                  related Intercreditor Agreement(s), and such Master Servicer
                  shall also be entitled to make transfers from time to time,
                  from the related Junior Loan Custodial Account to the
                  applicable Collection Account, of amounts transferred to such
                  related Junior Loan Custodial Account in error, and amounts
                  necessary for the clearing and termination of the related
                  Junior Loan Custodial Account pursuant to Section 9.01;

                        (B) the applicable Master Servicer shall on the Business
                  Day following receipt of payment from the related Borrower or
                  as otherwise required under the related Intercreditor
                  Agreement, remit to the related Junior Loan Holder any amounts
                  on deposit in the related Junior Loan Custodial Account (net
                  of amounts permitted or required to be transferred therefrom
                  as described in clause (A) above), to the extent that such
                  Junior Loan Holder is entitled thereto under the related
                  Intercreditor Agreement (including, if applicable, by way of
                  the operation of any provision of the related Intercreditor
                  Agreement(s) that entitles the holder of such Junior Loan to
                  reimbursement of cure payments made by it).

      Expenses incurred with respect to each Serviced Loan Combination shall be
allocated in accordance with the corresponding Intercreditor Agreement(s).

      If a Master Servicer is entitled to make any payment or reimbursement
described above and such payment or reimbursement relates to a Junior Loan, then
such Master Servicer shall, if funds on deposit in such Junior Loan Custodial
Account are insufficient therefor, request the related Junior Loan Holder to
make such payment or reimbursement to the extent such Junior Loan Holder is
obligated to make such payment or reimbursement pursuant to the related
Intercreditor Agreement. If such Junior Loan Holder fails to make such payment
or reimbursement that it is obligated to make within three Business Days
following such request, then (subject to the provisos to the first paragraph of
this Section 3.05(a)) such Master Servicer shall be entitled to make such
payment or reimbursement from the applicable Collection Account. The applicable
Master Servicer shall use reasonable efforts to recover any such payment or
reimbursement paid out of general collections on the Mortgage Pool from such
Junior Loan Holder, and if such payment or reimbursement is subsequently
recovered from such Junior Loan Holder (or from payments or collections on the
related CBA A/B Loan Pair that would otherwise be payable to the related Junior
Loan Holder), to the extent that any amounts were previously taken by such
Master Servicer from general collections on the Mortgage Pool on deposit in its
Collection Account, the amount recovered (or otherwise to be paid to the Junior
Loan Holder) shall be deposited into such Master Servicer's Collection Account
and shall not be deposited into the related Junior Loan Custodial Account.

      Subject to the provisions of Section 3.03(c), each Master Servicer shall
pay to the applicable Special Servicer from such Master Servicer's Collection
Account on each Master Servicer Remittance Date amounts permitted to be paid to
such Special Servicer therefrom based upon an Officer's Certificate received
from such Special Servicer on the first Business Day following the immediately
preceding Determination Date describing the item and amount to which such
Special Servicer is entitled. Each Master Servicer may conclusively rely on any
such certificate and shall have no duty to re-calculate the amounts stated
therein. Each Special Servicer shall keep and maintain separate accounting for
each Specially Serviced Loan and REO Property, on a loan-by-loan and
property-by-property basis, for the purpose of justifying any request thereby
for withdrawal from a Collection Account.

      The applicable Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan and property-by-property basis when appropriate, for
the purpose of justifying any withdrawal from each Collection Account and Junior
Loan Custodial Account. Any amounts withdrawn from the Collection Account
pursuant to clauses (ii), (iii) and (v) through (xxiii) above that are (A)
specific to the Carlton Court Apartments Loan REMIC shall be allocated by the
Trustee to the Carlton Court Apartments Loan REMIC, (B) specific to the Mortgage
Loans other than the Carlton Court Apartments Loan REMIC shall be allocated by
the Trustee to the Lower-Tier REMIC, and (C) not specific to a particular
Mortgage Loan shall be allocated by the Trustee between the Carlton Court
Apartments Loan REMIC and the Lower-Tier REMIC in proportion to the Stated
Principal Balances of their related Mortgage Loans.

      (b) The Trustee, may, from time to time, make or be deemed to make
withdrawals from the Distribution Account or the Carlton Court Apartments Loan
REMIC Distribution Account for any of the following purposes:

            (i) to make distributions on the Carlton Court Apartments Loan REMIC
      Regular Interests and the Carlton Court Apartments Loan REMIC Residual
      Interest in accordance with Sections 3.33(a), on the Uncertificated
      Lower-Tier Interests and the Class R Certificates in respect of the
      residual interest in the Lower-Tier REMIC in accordance with Sections
      4.01(a) and (b), and to Certificateholders (other than the Class V
      Certificateholders) on each Distribution Date pursuant to Sections 4.01(a)
      and (b) or Section 9.01, as applicable;

            (ii) to pay the Trustee accrued but unpaid Trustee Fees;

            (iii) to pay (A) to the Trustee or any of its Affiliates, directors,
      officers, employees and agents, as the case may be, any amounts payable or
      reimbursable to any such Person hereunder, including pursuant to Section
      3.26, 3.30(o), 6.03(a), 6.03(b), 8.05(a) or 8.05(b), and (B) to the Person
      entitled thereto any amounts that would have been paid out of general
      collections on deposit in a Collection Account pursuant to any of clauses
      (ix), (x), (xii), (xiii), (xiv) and (xv) of Section 3.05(a) if those
      general collections had been sufficient;

            (iv) to pay for the cost of the Opinion of Counsel contemplated by
      Section 10.01(c) in connection with any amendment to this Agreement
      requested by the Trustee;

            (v) subject to Section 3.19(e), to reimburse and pay to itself and,
      pro rata based on entitlement, the Master Servicers, in that order, for
      outstanding and unreimbursed Nonrecoverable Advances and accrued and
      unpaid interest thereon (consistent with Section 1.05(a));

            (vi) Reserved;

            (vii) to clear and terminate the Distribution Account and the
      Carlton Court Apartments Loan REMIC Distribution Account at the
      termination of this Agreement pursuant to Section 9.01;

            (viii) to transfer amounts required to be transferred to the
      Interest Reserve Account pursuant to Section 3.28(a); and

            (ix) to recoup any amounts deposited in the Distribution Account in
      error.

      (c) Notwithstanding anything herein to the contrary, with respect to any
Loan, (i) if amounts on deposit in the respective Collection Accounts and the
Distribution Accounts are not sufficient to pay the full amount of the Master
Servicing Fees listed in Section 3.05(a)(ii) and the Trustee Fee listed in
Section 3.05(b)(ii), then the Trustee Fee shall be paid in full prior to the
payment of any Master Servicing Fees payable under Section 3.05(a)(ii) and (ii)
if amounts on deposit in the respective Collection Accounts are not sufficient
to reimburse the full amount of Advances listed in Sections 3.05(a)(v), (vi) and
(vii), then reimbursements shall be paid first to the Trustee, and then to the
applicable Master Servicer. Section 3.06. Investment of Funds in the Collection
Accounts, Junior Loan Custodial Accounts, Servicing Accounts, Cash Collateral
Accounts, Lock-Box Accounts, REO Accounts, Distribution Account, Interest
Reserve Account and Excess Liquidation Proceeds Account. (a) (i) Each Master
Servicer may direct any depository institution maintaining for such Master
Servicer a Collection Account, a Junior Loan Custodial Account, any Servicing
Account, any Cash Collateral Account and any Lock-Box Account (any of the
foregoing accounts listed in this clause (i) for purposes of this Section 3.06,
a "Master Servicer Account"), (ii) a Special Servicer may direct any depository
institution maintaining for such Special Servicer an REO Account and (iii) the
Trustee may direct (pursuant to a standing order or otherwise) any depository
institution maintaining the Distribution Account, the Carlton Court Apartments
Loan REMIC Distribution Account, the Interest Reserve Account or the Excess
Liquidation Proceeds Account (any of the foregoing accounts listed in this
clause (iii) for purposes of this Section 3.06, a "Trustee Account"; and any of
the Master Servicer Accounts, REO Accounts and Trustee Accounts for purposes of
this Section 3.06, an "Investment Account"), to invest (or if such depository
institution is such Master Servicer, such Special Servicer or the Trustee, as
applicable, it may itself invest) the funds held therein solely in one or more
Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, (A) no later than the Business Day immediately
preceding the next succeeding date on which such funds are required to be
withdrawn from such account pursuant to this Agreement, if a Person other than
the depository institution maintaining such account is the obligor thereon, and
(B) no later than the date on which such funds are required to be withdrawn from
such account pursuant to this Agreement, if the depository institution
maintaining such account is the obligor thereon. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any investment of funds in
an Investment Account shall be made in the name of the applicable Master
Servicer or Special Servicer, as applicable, on behalf of the Trustee or in the
name of the Trustee (in its capacity as such).

      The applicable Master Servicer (in the case of any Master Servicer
Account) or the applicable Special Servicer (in the case of an REO Account), on
behalf of the Trustee, or the Trustee in its capacity as such (in the case of
any Trustee Account) shall maintain continuous possession of any Permitted
Investment of amounts in such accounts that is either (i) a "certificated
security," as such term is defined in the UCC or (ii) other property in which a
secured party may perfect its security interest by possession under the UCC or
any other applicable law. Possession of any such Permitted Investment by the
applicable Master Servicer (in the case of a Permitted Investment of funds on
deposit in any Master Servicer Account) or the applicable Special Servicer (in
the case of a Permitted Investment of funds on deposit in an REO Account) shall
constitute possession by the Trustee, as secured party, for purposes of Section
9-313 of the UCC and any other applicable law. In the event amounts on deposit
in an Investment Account are at any time invested in a Permitted Investment
payable on demand, the applicable Master Servicer (in the case of any Master
Servicer Account), the applicable Special Servicer (in the case of an REO
Account) or the Trustee (in the case of any Trustee Account) shall:

            (i) consistent with any notice required to be given thereunder,
      demand that payment thereon be made on the last day such Permitted
      Investment may otherwise mature hereunder in an amount equal to the lesser
      of (a) all amounts then payable thereunder and (b) the amount required to
      be withdrawn on such date; and

            (ii) demand payment of all amounts due thereunder promptly upon
      determination by the applicable Master Servicer, the applicable Special
      Servicer or the Trustee, as the case may be, that such Permitted
      Investment would not constitute a Permitted Investment in respect of funds
      thereafter on deposit in the subject Investment Account.

      (b) Interest and investment income realized on funds and deposited in each
of the Master Servicer Accounts to the extent of the Net Investment Earnings, if
any, with respect to such account for each period from any Distribution Date to
the immediately succeeding Master Servicer Remittance Date shall be for the sole
and exclusive benefit of the applicable Master Servicer to the extent not
required to be paid to the related Borrower and shall be subject to its
withdrawal, or withdrawal at its direction, in accordance with Section 3.03,
3.04 or 3.05, as the case may be. Interest and investment income realized on
funds deposited in an REO Account, to the extent of the Net Investment Earnings,
if any, with respect to such account for each period from any Distribution Date
to the immediately succeeding Master Servicer Remittance Date, shall be for the
sole and exclusive benefit of the related Special Servicer, but shall be subject
to withdrawal in accordance with Section 3.16(c). Interest and investment income
realized on funds and deposited in each of the Trustee Accounts, to the extent
of the Net Investment Earnings, if any, with respect to such account for each
period from any Distribution Date to the immediately succeeding Master Servicer
Remittance Date, shall be for the sole and exclusive benefit of the Trustee and
shall be subject to its withdrawal in accordance with Section 3.05(a), 3.04(d)
or 3.28(b), as the case may be. If any loss shall be incurred in respect of any
Permitted Investment directed to be made by a Master Servicer, a Special
Servicer or the Trustee, as applicable, in connection with funds on deposit in
any of the Master Servicer Accounts (in the case of a Master Servicer), any of
the REO Accounts (in the case of a Special Servicer) or any of the Trustee
Accounts (in the case of the Trustee) maintained by such Master Servicer, such
Special Servicer or the Trustee, then such Master Servicer, such Special
Servicer or the Trustee, as applicable, shall deposit therein, no later than the
next succeeding Master Servicer Remittance Date (or, in the case of the Trustee
and the Trustee Accounts (exclusive of the Excess Liquidation Proceeds
Distribution Account), no later than the next succeeding Distribution Date),
without right of reimbursement, the amount of the Net Investment Loss, if any,
with respect to such account for the period from and including the immediately
preceding Distribution Date (or, in the case of the Trustee and the Trustee
Accounts (exclusive of the Excess Liquidation Proceeds Distribution Account),
from and including the first Business Day following the immediately preceding
Distribution Date) to and including such Master Servicer Remittance Date (or, in
the case of the Trustee and the Trustee Accounts (exclusive of the Excess
Liquidation Proceeds Distribution Account), to and including the subject
Distribution Date) provided, that none of the applicable Master Servicer, the
applicable Special Servicer or the Trustee shall be required to deposit any loss
on an investment of funds in an Investment Account if such loss is incurred
solely as a result of the insolvency of the federal or state chartered
depository institution or trust company that holds such Investment Account, so
long as such depository institution or trust company (i) satisfied the
qualifications set forth in the definition of Eligible Account in the month in
which the loss occurred and at the time such investment was made and (ii) is
neither the party required to maintain such account nor an Affiliate thereof.

      (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may and, subject to Section 8.02, upon the request of
Holders of Certificates entitled to a majority of the Voting Rights allocated to
any Class shall, take such action as may be appropriate to enforce such payment
or performance, including the institution and prosecution of appropriate
proceedings.

      (d) Notwithstanding the investment of funds held in a Collection Account
or the Distribution Account pursuant to this Section 3.06, for purposes of
calculating the Available Distribution Amount, the amounts so invested shall be
deemed to remain on deposit in such account.

      Section 3.07. Maintenance of Insurance Policies; Errors and Omissions and
Fidelity Coverage. (a) The applicable Master Servicer shall use its reasonable
efforts, consistent with the Servicing Standard, to cause the related Borrower
to maintain, for each Loan or Serviced Loan Combination any and all Insurance
Policy coverage as is required under the related Loan Documents (and, if the
related Borrower fails to do so, the applicable Master Servicer, unless it
determines any required Servicing Advance would constitute a Nonrecoverable
Advance, shall itself maintain such Insurance Policy coverage for each Loan and
Serviced Loan Combination (to the extent the Trustee as mortgagee has an
insurable interest in the related Mortgaged Property and to the extent such
Insurance Policy coverage is available at commercially reasonable rates, as
determined by such Master Servicer in accordance with the Servicing Standard);
provided, however, that, subject to Section 3.07(f), if any Mortgage permits the
holder thereof to dictate to the Borrower the Insurance Policy coverage to be
maintained on such Mortgaged Property, the applicable Master Servicer or the
applicable Special Servicer, as the case may be, shall impose such insurance
requirements as are consistent with the Servicing Standard. As to each Loan and
Serviced Loan Combination, the applicable Master Servicer shall use its
reasonable efforts to cause the related Borrower to maintain, and if the related
Borrower does not so maintain, the applicable Master Servicer shall maintain,
all-risk casualty insurance which does not contain any carve-out (or,
alternatively, a separate insurance policy that expressly provides coverage for)
property damage resulting from a terrorist or similar act, to the extent not
prohibited by the terms of the related Loan Documents; provided, however, that
the applicable Master Servicer will not be obligated to require any Borrower to
obtain or maintain insurance in excess of the amounts of coverage and
deductibles required by the related Loan Documents or by the related Mortgage
Loan Seller immediately prior to the Closing Date, unless such Master Servicer
determines, in accordance with the Servicing Standard, that the insurance
required immediately prior to the Closing Date (if less than what is required by
the related Loan Documents) would not be commercially reasonable for property of
the same type, size and/or location as the related Mortgaged Property and the
applicable Special Servicer, with the consent of the Directing Certificateholder
(which consent shall be obtained by the applicable Special Servicer), approves
such determination provided, that the applicable Special Servicer will not
follow any such direction, or refrain from acting based upon the lack of any
such direction, of the Directing Certificateholder, if following any such
direction of the Directing Certificateholder or refraining from taking such
action based upon the lack of any such direction of the Directing
Certificateholder would violate the Servicing Standard. Notwithstanding the
foregoing, the applicable Master Servicer shall not be required to call a
default under a Loan or Serviced Loan Combination if the related Borrower fails
to maintain such insurance, and such Master Servicer shall not be required to
maintain such insurance, if, in each case, the applicable Special Servicer has
determined subject to the Directing Certificateholder's approval and in
accordance with the Servicing Standard that either (a) such insurance is not
available at commercially reasonable rates and that such hazards are not at the
time commonly insured against for properties similar to the subject Mortgaged
Property and located in or around the region in which such Mortgaged Property is
located or (b) such insurance is not available at any rate; and provided,
further, that the applicable Master Servicer shall use reasonable efforts,
consistent with the Servicing Standard, to enforce any express provisions in the
related Loan Documents relating to insurance against loss or damage resulting
from terrorist or similar acts. Subject to Section 3.17(a), the applicable
Special Servicer shall maintain for each REO Property acquired in respect of a
Loan or Serviced Loan Combination no less Insurance Policy coverage than was
previously required of the Borrower under the related Loan Documents or, at such
Special Servicer's election, with the Directing Certificateholder's consent
(which consent shall be obtained by the applicable Special Servicer), coverage
satisfying insurance requirements consistent with the Servicing Standard,
provided that such coverage is available at commercially reasonable rates.

      With respect to the payment of insurance premiums and delinquent tax
assessments, in the event that a Master Servicer determines that a Servicing
Advance of such amounts would constitute a Nonrecoverable Advance, such Master
Servicer shall deliver notice of such determination to the Trustee and the
applicable Special Servicer. In the event such Loan is a Defaulted Loan, and a
Special Servicer is pursuing the foreclosure of the related Mortgaged Property,
upon receipt of such notice, such Special Servicer shall determine (in
accordance with the Servicing Standard) whether the payment of such amount (i)
is necessary to preserve the related Mortgaged Property and (ii) would be in the
best interests of the Certificateholders and, in the case of any Serviced Loan
Combinations, the related Junior Loan Holders, as a collective whole. If the
applicable Special Servicer determines that the payment of such amount (i) is
necessary to preserve the related Mortgaged Property and (ii) would be in the
best interests of the Certificateholders and, in the case of any Serviced Loan
Combinations, the related Junior Loan Holders, the Special Servicer shall direct
the applicable Master Servicer in writing to make such payment and such Master
Servicer shall make such payment, to the extent of available funds, from amounts
in its Collection Account.

      All such Insurance Policies shall (i) contain a "standard" mortgagee
clause, with loss payable to the applicable Master Servicer on behalf of the
Trustee (in the case of insurance maintained in respect of Loans and Serviced
Loan Combinations) or the applicable Special Servicer on behalf of the Trustee
(in the case of insurance maintained in respect of REO Properties), (ii) include
coverage in an amount not less than the lesser of the full replacement cost of
the improvements which are a part of the Mortgaged Property or the outstanding
principal balance owing on the related Loan or Serviced Loan Combination, as
applicable, but in any case in such an amount so as to avoid the application of
any co-insurance clause, (iii) include a replacement cost endorsement providing
no deduction for depreciation (unless such endorsement is not permitted under
the related Loan Documents) and (iv) be issued by either (x) a Qualified Insurer
or (y) for any Insurance Policy being maintained by the related Borrower, an
insurance carrier meeting the requirements of the related Mortgage, (provided
that such insurance carrier is authorized under applicable law to issue such
Insurance Policies). Any amounts collected by a Master Servicer or Special
Servicer under any such Insurance Policies (other than amounts to be applied to
the restoration or repair of the related Mortgaged Property or REO Property or
amounts to be released to the related Borrower, in each case in accordance with
the Servicing Standard and the provisions of the related Loan) shall be
deposited in the Collection Account maintained by the applicable Master
Servicer, subject to withdrawal pursuant to Section 3.05(a).

      Any costs incurred by the applicable Master Servicer in maintaining any
such Insurance Policies in respect of Loans and Serviced Loan Combinations if
the Borrower defaults on its obligation to maintain such Insurance Policies
shall be advanced by such Master Servicer as a Servicing Advance. The amounts so
advanced shall not, for purposes of calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance of the related
Loan, notwithstanding that the terms of such Loan so permit. Any cost incurred
by the applicable Special Servicer in maintaining any such Insurance Policies
with respect to REO Properties shall be an expense of the Trust Fund payable out
of such Special Servicer's REO Account pursuant to Section 3.16(c) or, if the
amount on deposit therein is insufficient therefor, advanced by the applicable
Master Servicer as a Servicing Advance.

      If a Master Servicer or Special Servicer obtains and maintains a blanket
Insurance Policy with a Qualified Insurer insuring against fire and hazard
losses on all of the Loans and Junior Loans or related REO Properties, as the
case may be, required to be serviced and administered by such Master Servicer or
Special Servicer hereunder, and such Insurance Policy provides protection
equivalent to the individual policies otherwise required, then such Master
Servicer or such Special Servicer, as the case may be, shall conclusively be
deemed to have satisfied its obligation to cause fire and hazard insurance to be
maintained on the related Mortgaged Properties or REO Properties. Such blanket
Insurance Policy may contain a deductible clause, in which case if there shall
not have been maintained on the related Mortgaged Property or REO Property a
fire and hazard Insurance Policy complying with the requirements of Section
3.07(a), and there shall have been one or more losses which would have been
covered by such Insurance Policy, the applicable Master Servicer or the
applicable Special Servicer shall promptly deposit into the Collection Account
maintained by the applicable Master Servicer from such Master Servicer's or such
Special Servicer's own funds the portion of such loss or losses that would have
been covered under the individual policy (giving effect to any deductible
limitation or, in the absence of such deductible limitation, the deductible
limitation that is consistent with the Servicing Standard) but is not covered
under the blanket Insurance Policy because of such deductible clause. In
connection with its activities as administrator and servicer of the Loans and
Junior Loans for which it is the applicable Master Servicer, each Master
Servicer agrees to prepare and present, on behalf of itself, the Trustee and
Certificateholders and, in case of a Serviced Loan Combination, the related
Junior Loan Holder(s), if any, claims under any such blanket Insurance Policy in
a timely fashion in accordance with the terms of such policy. Each Special
Servicer, to the extent consistent with the Servicing Standard, may maintain
earthquake insurance on REO Properties for which it is the applicable Special
Servicer, provided coverage is available at commercially reasonable rates.

      (b) If a Master Servicer or Special Servicer causes any Mortgaged Property
to be covered by a master single interest Insurance Policy with a Qualified
Insurer naming such Master Servicer or such Special Servicer, as the case may
be, as the loss payee, then to the extent such Insurance Policy provides
protection equivalent to the individual policies otherwise required, such Master
Servicer or Special Servicer shall conclusively be deemed to have satisfied its
obligation to cause such insurance to be maintained on the related Mortgaged
Properties. If a Master Servicer or Special Servicer, as applicable, causes any
Mortgaged Property or REO Property to be covered by such master single interest
Insurance Policy, the incremental costs of such insurance applicable to such
Mortgaged Property or REO Property (i.e., other than any minimum or standby
premium payable for such policy whether or not any Mortgaged Property or REO
Property is covered thereby) shall be paid by the applicable Master Servicer as
a Servicing Advance. Such master single interest Insurance Policy may contain a
deductible clause, in which case the applicable Master Servicer or the
applicable Special Servicer, as the case may be, shall, if (A) there shall not
have been maintained on the related Mortgaged Property or REO Property a policy
otherwise complying with the provisions of Section 3.07(a) and (B) there shall
have been one or more losses which would have been covered by such policy had it
been maintained, deposit into the Collection Account maintained by the
applicable Master Servicer from such Master Servicer's or such Special
Servicer's own funds the amount not otherwise payable under the master single
interest Insurance Policy because of such deductible clause, to the extent that
any such deductible exceeds the deductible limitation that pertained to the
related Loan or Serviced Loan Combination, or, in the absence of any such
deductible limitation, the deductible limitation which is consistent with the
Servicing Standard.

      (c) Each of the Master Servicers and Special Servicers shall maintain, at
their own expense, a blanket fidelity bond (a "Fidelity Bond") and an errors and
omissions insurance policy with a Qualified Insurer, with coverage on all of its
officers or employees acting in any capacity requiring such persons to handle
funds, money, documents or paper relating to the Loans and/or Junior Loans
("Master Servicer Employees," in the case of a Master Servicer, and "Special
Servicer Employees," in the case of a Special Servicer). Any such Fidelity Bond
and errors and omissions insurance shall protect and insure such Master Servicer
or such Special Servicer, as applicable, against losses, including forgery,
theft, embezzlement, fraud, errors and omissions, failure to maintain any
insurance policies required pursuant to the Agreement and negligent acts of such
Master Servicer's Master Servicer Employees or such Special Servicer's Special
Servicer Employees, as applicable. The errors and omissions policy of a Master
Servicer or Special Servicer, as applicable, shall also protect and insure such
Master Servicer or such Special Servicer, as applicable, against losses in
connection with the release or satisfaction of a Loan or Serviced Loan
Combination without having obtained payment in full of the indebtedness secured
thereby. No provision of this Section requiring such Fidelity Bond and errors
and omissions insurance shall diminish or relieve any Master Servicer or Special
Servicer from its duties and obligations as set forth in this Agreement.

      The minimum coverage under any such Fidelity Bond and errors and omissions
insurance policy shall be at least equal to the greater of (i) the amount
necessary for the applicable Master Servicer or applicable Special Servicer to
qualify as a FNMA or FHLMC servicer or in an amount that would meet the
requirements of prudent institutional commercial mortgage loan servicers for
similar transactions, and (ii) $1,000,000. Notwithstanding the foregoing, so
long as the long-term debt or the deposit obligations or claims-paying ability
of a Master Servicer or Special Servicer (or its immediate or remote parent) is
rated at least "A" by S&P and Fitch, such Master Servicer or such Special
Servicer, respectively, shall be allowed to provide self-insurance with respect
to a Fidelity Bond and such errors and omissions policy. Coverage of a Master
Servicer or a Special Servicer under a policy or bond obtained by an Affiliate
of such Master Servicer or such Special Servicer and providing the coverage
required by this Section 3.07(c) shall satisfy the requirements of this Section
3.07(c).

      Each of the Special Servicers and Master Servicers shall promptly report
in writing to the Trustee any material changes that may occur in its respective
Fidelity Bonds, if any, and/or its respective errors and omissions Insurance
Policies, as the case may be, and will furnish to the Trustee copies of all
binders and policies or certificates evidencing that such bonds, if any, and
insurance policies are in full force and effect.

      (d) With respect to the Loans or Serviced Loan Combinations that (i)
require earthquake insurance, or (ii) (A) at the date of origination were
secured by Mortgaged Properties on which the related Borrower maintained
earthquake insurance and (B) have provisions which enable the applicable Master
Servicer to continue to require the related Borrower to maintain earthquake
insurance, the applicable Master Servicer shall require the related Borrower to
maintain such insurance in the amount, in the case of clause (i), required by
the related Loan or Serviced Loan Combination and in the amount, in the case of
clause (ii), maintained at origination, in each case, to the extent such amounts
are available at commercially reasonable rates.

      (e) Each Master Servicer and each Special Servicer shall review and be
familiar with the terms and conditions relating to enforcing claims and shall
monitor the dates by which any claim or action is required to be taken under
each insurance policy relating to a Loan or Serviced Loan Combination for which
it is the applicable Master Servicer or the applicable Special Servicer, as the
case may be, to realize the full value of such policy for the benefit of
Certificateholders (and, if a Serviced Loan Combination is involved, the related
Junior Loan Holder(s), if any).

      (f) If, as of the Closing Date, a Mortgaged Property (other than an REO
Property) securing a Loan or Serviced Loan Combination shall be in a federally
designated special flood hazard area (if flood insurance has been made
available), or if the applicable Master Servicer becomes aware, in performing
its duties under this Agreement, that such a Mortgaged Property becomes located
in such area by virtue of remapping conducted by the Federal Emergency
Management Agency, then the applicable Master Servicer will use its reasonable
efforts to cause the related Borrower (in accordance with applicable law and the
terms of the related Loan Documents) to maintain, and, if the related Borrower
shall default in any such obligation to so maintain, the applicable Master
Servicer shall itself maintain, to the extent available at commercially
reasonable rates (as determined by such Master Servicer in accordance with the
Servicing Standard) and the Trustee as mortgagee has an insurable interest in
the subject Mortgaged Property, flood insurance in respect thereof, but only to
the extent the related Loan or Serviced Loan Combination permits the mortgagee
to require such coverage and the maintenance of such coverage is consistent with
the Servicing Standard. Such flood insurance shall be in an amount equal to the
least of (i) the unpaid principal balance of the related Loan or Serviced Loan
Combination, (ii) the maximum amount of insurance which is available under the
Flood Disaster Protection Act of 1973, as amended, and (iii) the amount required
by the related Loan Documents. If the cost of any insurance described above is
not borne by the Borrower, the applicable Master Servicer shall promptly make a
Servicing Advance for such costs, subject to Section 3.03(c).

      (g) During all such times as any REO Property acquired in respect of a
Loan or Serviced Loan Combination is located in a federally designated special
flood hazard area, the applicable Special Servicer shall cause to be maintained,
to the extent available at commercially reasonable rates (as determined by such
Special Servicer in accordance with the Servicing Standard), a flood insurance
policy meeting the requirements of the current guidelines of the Federal
Insurance Administration in an amount equal to the least of (i) the unpaid
principal balance of the related Loan or Serviced Loan Combination, (ii) the
maximum amount of insurance which is available under the Flood Disaster
Protection Act of 1973, as amended, and (iii) the amount required by the related
Loan Documents. The cost of any such flood insurance with respect to an REO
Property shall be an expense of the Trust Fund payable out of the related REO
Account pursuant to Section 3.16(c) or, if the amount on deposit therein is
insufficient therefor, paid by the applicable Master Servicer as a Servicing
Advance.

      (h) The applicable Master Servicer shall, to the extent permitted by the
related Loan Documents, require that each policy of business income insurance
maintained by a Borrower under any Loan have a minimum term of at least 12
months.

      (i) Within 45 days after the Closing Date, the applicable Master Servicer
shall notify each Environmental Insurer under any Environmental Insurance Policy
relating to a Loan or Serviced Combination Loan for which such Master Servicer
is the applicable Master Servicer that (A) both such Master Servicer and the
applicable Special Servicer shall be sent notices under such Environmental
Insurance Policy and (B) the Trustee, on behalf of the Trust, shall be the loss
payee under such Environmental Insurance Policy. The applicable Master Servicer
and the applicable Special Servicer shall abide by the terms and conditions
precedent to payment of claims under such Environmental Insurance Policy and
shall take all such action as may be required to comply with the terms and
provisions of such policy in order to maintain, in full force and effect, such
policy.

      (j) In the event that the applicable Master Servicer has actual knowledge
of any event (an "Insured Environmental Event") giving rise to a claim under any
Environmental Insurance Policy in respect of any Loan or Serviced Combination
Loan covered thereby, such Master Servicer shall, in accordance with the terms
of such Environmental Insurance Policy and the Servicing Standards, timely make
a claim thereunder with the appropriate insurer and shall take such other
actions in accordance with the Servicing Standards which are necessary under
such Environmental Insurance Policy in order to realize the full value thereof
for the benefit of the Certificateholders (and, if such Insured Environmental
Event relates to any Serviced Loan Combination, for the benefit of any related
Junior Loan Holder, as the case may be). Any legal fees, premiums or other
out-of-pocket costs incurred in accordance with the Servicing Standards under an
Environmental Insurance Policy shall be paid by the applicable Master Servicer
and shall be reimbursable to it as a Servicing Advance.

      In the event that the applicable Master Servicer receives notice of any
termination of any Environmental Insurance Policy that relates to one or more of
the Loans or Serviced Combination Loans, such Master Servicer shall, within
three Business Days after receipt of such notice, notify the applicable Special
Servicer, the Directing Certificateholder, the Rating Agencies and the Trustee
of such termination in writing. Upon receipt of such notice, the applicable
Master Servicer or the applicable Special Servicer shall address such
termination in accordance with Section 3.07(a) in the same manner as it would
the termination of any other Insurance Policy required under the related Loan
Documents.

      Section 3.08. Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses;
Assumption Agreements; Defeasance Provisions; Other Provisions. (a) As to each
Loan or Serviced Loan Combination which contains a provision in the nature of a
"due-on-sale" clause, which by its terms:

            (i) provides that such Loan or Serviced Loan Combination shall (or
      may at the mortgagee's option) become due and payable upon the sale or
      other transfer of an interest in the related Mortgaged Property or the
      related Borrower, or

            (ii) provides that such Loan or Serviced Loan Combination may not be
      assumed without the consent of the mortgagee in connection with any such
      sale or other transfer,

the applicable Master Servicer shall (for any Loan that is not a Specially
Serviced Loan) provide notice to the applicable Special Servicer of any request
for a waiver thereof, and the applicable Master Servicer or the applicable
Special Servicer, as the case may be, shall enforce such due-on-sale clause,
unless such Master Servicer or such Special Servicer, as applicable, determines,
in accordance with the Servicing Standard, and subject to Section 3.08(d) and
either Section 3.21(e) or Section 3.32, as applicable, that (1) not declaring an
Event of Default (as defined in the related Mortgage) or (2) granting such
consent would be likely to result in a greater recovery (or an equal recovery,
provided the other conditions for an assumption or waiver of a due-on-sale
clause, if any, are met), on a net present value basis (discounting at the
related Mortgage Rate), than would enforcement of such clause or the failure to
grant such consent. If the applicable Master Servicer or the applicable Special
Servicer, as applicable, determines that (1) not declaring an Event of Default
(as defined in the related Mortgage) or (2) granting such consent would be
likely to result in a greater recovery (or an equal recovery, provided the other
conditions for an assumption or waiver of a due-on-sale clause, if any, are
met), the applicable Master Servicer or the applicable Special Servicer, as the
case may be, shall take or enter into an assumption agreement from or with the
proposed transferee as obligor thereon, provided that (x) the credit status of
the prospective transferee is in compliance with the Servicing Standard and the
terms of the related Mortgage and (y) with respect to any Loan which is a
Significant Loan, the applicable Master Servicer or the applicable Special
Servicer, as the case may be, shall have received written confirmation from each
of the Rating Agencies that such assumption would not, in and of itself, cause a
downgrade, qualification or withdrawal of any of the then-current ratings
assigned to the Certificates. The applicable Master Servicer or the applicable
Special Servicer, as the case may be, shall use reasonable efforts to cause the
related Borrower to pay the costs of such confirmation, otherwise, such costs
shall be a Trust Fund Expense.

      (b) None of the Master Servicers or Special Servicers shall (x) consent to
the foreclosure of any Mezzanine Loan other than by a Permitted Mezzanine Loan
Holder or (y) consent to the transfer of any Mezzanine Loan except to a
Permitted Mezzanine Loan Holder, except, in each case, as otherwise provided in
Section 3.08(a). Neither the consent of the applicable Master Servicer nor the
consent of the applicable Special Servicer shall be required for the foreclosure
by a Permitted Mezzanine Loan Holder if an event of default has been declared
under the related Loan or Serviced Loan Combination (and each Rating Agency has
been notified of such event of default), if such consent is not required in the
related mezzanine intercreditor agreement, and the related mezzanine lender
complies with the applicable conditions set forth in the related intercreditor
agreement.

      (c) As to each Loan or Serviced Loan Combination which contains a
provision in the nature of a "due-on-encumbrance" clause, which by its terms:

            (i) provides that such Loan or Serviced Loan Combination shall (or,
      at the mortgagee's option, may) become due and payable upon the creation
      of any additional lien or other encumbrance on the related Mortgaged
      Property or interests in the related Borrower, or

            (ii) requires the consent of the mortgagee to the creation of any
      such additional lien or other encumbrance on the related Mortgaged
      Property or interests in the related Borrower,

the applicable Master Servicer shall provide notice to the applicable Special
Servicer of any request for a waiver thereof, and the applicable Master Servicer
or the applicable Special Servicer, as the case may be, shall enforce such
due-on-encumbrance clause and in connection therewith shall (i) accelerate
payments thereon or (ii) withhold its consent to such lien or encumbrance unless
the applicable Master Servicer or the applicable Special Servicer, as the case
may be, (x) determines, in accordance with the Servicing Standard, and subject
to Section 3.08(d) and either Section 3.21(e) or 3.32, as applicable, that (1)
not accelerating payments on such Loan or (2) granting such consent would result
in a greater recovery (or an equal recovery, provided the other conditions for a
waiver of a due-on-encumbrance clause, if any, are met) on a net present value
basis (discounting at the related Mortgage Rate) than would enforcement of such
clause or the failure to grant such consent and (y) with respect to any Loan
that is (1) a Significant Loan or (2) together with the proposed subordinate
debt would have a combined debt service coverage ratio of less than 1.20x or a
combined loan-to-value ratio of 85% or greater, has received written
confirmation from each of the Rating Agencies to the effect that (1) not
accelerating such payments or (2) granting such consent would not, in and of
itself, cause a downgrade, qualification or withdrawal of any of the
then-current ratings assigned to the Certificates. To the extent permitted by
the Loan Documents, the applicable Master Servicer or the applicable Special
Servicer, as the case may be, will use reasonable efforts to cause the Borrower
to pay the costs associated with such Rating Agency confirmation, otherwise it
is considered a Trust Fund expense.

      (d) Notwithstanding subsections (a) and (c) above, in no event shall the
applicable Master Servicer waive any rights under a "due-on-sale" or
"due-on-encumbrance" clause with respect to any Loan or Serviced Loan
Combination unless (i) the applicable Master Servicer shall have notified the
applicable Special Servicer of such waiver, (ii) the applicable Master Servicer
shall have submitted the applicable Master Servicer's written recommendation and
analysis to the applicable Special Servicer, (iii) the applicable Master
Servicer shall have submitted to the applicable Special Servicer the documents
within the possession of the applicable Master Servicer that are reasonably
requested by the applicable Special Servicer, (iv) the applicable Special
Servicer shall have approved such waiver (which approval shall be deemed granted
if not denied within 15 Business Days of its receipt of the applicable Master
Servicer's recommendation and any additional documents and information that the
applicable Special Servicer may reasonably request), notified the Directing
Certificateholder of the request for the waiver and of its own approval and
submitted to the Directing Certificateholder each of the documents submitted to
the applicable Special Servicer by the applicable Master Servicer and (v) the
Directing Certificateholder shall have informed the applicable Special Servicer
that it has approved (such approval subject to the last paragraph of Section
3.21(e) or the penultimate paragraph of Section 3.32(b), as applicable), such
waiver; provided, however, that the applicable Special Servicer shall advise the
Directing Certificateholder of its approval (if any) of such waiver promptly
(but in no case to exceed 10 Business Days) following its receipt of such
notice, recommendations, analysis, and reasonably requested documents from the
applicable Master Servicer; and, provided, further, that, if the Directing
Certificateholder does not reject such recommendation within five Business Days
of its receipt of the applicable Special Servicer's recommendation and any
additional documents and information that the Directing Certificateholder may
reasonably request, then the waiver shall be deemed approved.

      Notwithstanding the foregoing provisions, and regardless of whether a
particular Co-op Loan in Servicing Group C contains specific provisions
regarding the incurrence of subordinate debt, or prohibits the incurrence of
subordinate debt, or requires the consent of the mortgagee in order to incur
subordinate debt, Master Servicer No. 3 may, nevertheless, in accordance with
the Servicing Standard, without the need to obtain any consent hereunder (and
without the need to obtain a ratings confirmation), permit the related Borrower
to incur subordinate debt if the NCB Subordinate Debt Conditions have been met
(as certified in writing to the Trustee and the Directing Certificateholder by
Master Servicer No. 3 no later than five Business Days prior to the making of
the subject subordinate loan without right of reimbursement from the Trust)
which certification shall include notice of the circumstances of the waiver,
including information necessary for the Directing Certificateholder to determine
whether the NCB Subordinate Debt Conditions have been satisfied); provided that,
subject to the related Loan Documents and applicable law, Master Servicer No. 3
shall not waive any right it has, or grant any consent it is otherwise entitled
to withhold, in accordance with any related "due-on-encumbrance" clause under
any Co-op Loan, pursuant to this paragraph, unless in any such case, all
associated costs and expenses are covered without any expense to the Trust; and
provided, further, that this paragraph only applies to Co-op Loans that are in
Servicing Group C.

      (e) Nothing in this Section 3.08 shall constitute a waiver of the
Trustee's right, as the mortgagee of record, to receive notice of any assumption
of a Loan, any sale or other transfer of the related Mortgaged Property or the
creation of any additional lien or other encumbrance with respect to such
Mortgaged Property.

      (f) Except as otherwise permitted by Section 3.20, no Master Servicer or
Special Servicer shall agree to modify, waive or amend any term of any Loan or
Serviced Loan Combination in connection with the taking of, or the failure to
take, any action pursuant to this Section 3.08.

      (g) Notwithstanding any other provisions of this Section 3.08, the
applicable Master Servicer may grant a Borrower's request for consent to subject
the related Mortgaged Property to an easement, right-of-way or similar agreement
for utilities, access, parking, public improvements or another purpose and may
consent to subordination of the related Loan to such easement, right-of-way or
similar agreement, provided that such Master Servicer shall have determined (i)
in accordance with the Servicing Standard that such easement, right-of-way or
similar agreement will not materially interfere with the then-current use of the
related Mortgaged Property or the security intended to be provided by such
Mortgage and will not materially and adversely affect the value of such
Mortgaged Property and (ii) that no Trust REMIC will fail to qualify as a REMIC
as a result thereof and that no tax on "prohibited transactions" or
"contributions" after the Closing Date would be imposed on any Trust REMIC as a
result thereof, provided, further, that such Master Servicer shall cause the
Borrower to pay the costs (including attorneys' fees and expenses) associated
with the determination described in clause (ii).

      (h) With respect to any Loan or Junior Loan that permits release of
Mortgaged Properties through defeasance (each, a "Defeasance Loan"), to the
extent permitted under the related Loan Documents:

            (i) The applicable Master Servicer shall effect such defeasance only
      through the purchase of non-callable government securities satisfying the
      REMIC Provisions ("Defeasance Collateral"), which purchase shall be made
      in accordance with the terms of such Defeasance Loan (except that such
      Master Servicer is authorized, but not required, to accept Defeasance
      Collateral meeting the foregoing requirements in spite of more restrictive
      requirements of the related Loan Documents); provided, however, that such
      Master Servicer shall not accept the amounts paid by the related Borrower
      to effect defeasance until such Defeasance Collateral has been identified,
      and provided, further, that no defeasance shall be accepted within two
      years after the Closing Date.

            (ii) If such Loan or Junior Loan permits the assumption of the
      obligations of the related Borrower by a successor Borrower, the
      applicable Master Servicer shall cause the Borrower or such successor
      Borrower to pay all expenses incurred in connection with the establishment
      of a successor Borrower that shall be a Single-Purpose Entity and to cause
      an assumption by such successor Borrower of the defeased obligations under
      the related Note. At Borrower's expense, such Master Servicer shall be
      permitted to establish a single Single-Purpose Entity to assume the
      defeased obligations under all of the Loan(s) and/or Junior Loan(s) that
      will be defeased.

            (iii) The applicable Master Servicer shall cause to be delivered an
      Opinion of Counsel, at such Borrower's expense, to the effect that the
      assignment of the Defeasance Collateral to the Trustee is valid and
      enforceable (subject to certain customary limitations) and that the
      Trustee has a first priority security interest in the Defeasance
      Collateral.

            (iv) The applicable Master Servicer shall obtain, at the related
      Borrower's expense, a certificate from an Independent certified public
      accountant certifying that the Defeasance Collateral is sufficient to make
      all scheduled payments under the related Note.

            (v) Prior to permitting release of any Mortgaged Property through
      defeasance, (X) with respect to S&P, if such defeasance or partial
      defeasance or such Mortgaged Property relates to (1) any Loan that
      represents one of the 10 largest Loans (which for purposes of this clause
      (v) shall include groups of Crossed Loans and groups of Loans made to
      affiliated Borrowers) or (2) has a Stated Principal Balance at the time of
      defeasance of more than $20,000,000 or represents more than 5% of the
      aggregate Stated Principal Balance of all Loans at such time, the
      applicable Master Servicer, at the expense of the related Borrower, shall
      obtain written confirmation from S&P that such defeasance would not, in
      and of itself, result in a downgrade, qualification or withdrawal of any
      of the then-current ratings assigned to the Certificates; provided that,
      in the case of any Loan that is not a Loan -------- covered by clause (1)
      or (2), the applicable Master Servicer shall be ---------- --- required to
      obtain confirmation from S&P unless the applicable Master Servicer
      delivers to S&P a notice in the form attached hereto as Exhibit P and (Y)
      with respect to Fitch, if such defeasance or partial --------- defeasance
      or such Mortgaged Property relates to any Loan that represents one of the
      10 largest Loans of all Loans at such time, the applicable Master Servicer
      shall obtain, at the expense of the related Borrower, written confirmation
      from Fitch that such defeasance would not, in and of itself, result in a
      downgrade, qualification or withdrawal of any of the then-current ratings
      assigned to the Certificates.

            (vi) Subject to the related Loan Documents, neither the applicable
      Master Servicer nor the applicable Special Servicer shall permit the
      release of any Mortgaged Property through defeasance unless the related
      Borrower establishes to the satisfaction of such Master Servicer or such
      Special Servicer, as the case may be, that the lien on such Mortgaged
      Property will be released to facilitate the disposition thereof or to
      facilitate any other customary commercial transaction.

            (vii) Prior to permitting release of any Mortgaged Property through
      defeasance, the applicable Master Servicer shall require such Borrower to
      deliver or cause to be delivered an Opinion of Counsel to the effect that
      such release will not cause any Trust REMIC to fail to qualify as a REMIC
      at any time that any Certificates are outstanding or cause a tax to be
      imposed on the Trust Fund or any Trust REMIC under the REMIC Provisions.

            (viii) Neither the applicable Master Servicer nor the applicable
      Special Servicer shall permit a partial defeasance with respect to any
      Loan or Junior Loan unless the value of the Defeasance Collateral is at
      least the amount required pursuant to the related Loan Documents with
      respect to such partial defeasance.

To the extent not prohibited under the related Loan Documents, any costs to the
applicable Master Servicer of obtaining legal advice to make the determinations
required to be made by it pursuant to this Section 3.08(h), or obtaining the
Rating Agency confirmations required by this Section 3.08(h), shall be borne by
the related Borrower as a condition to such Master Servicer's obligation to
effect the defeasance of the related Loan or Junior Loan or advanced as a
Servicing Advance by such Master Servicer, and otherwise shall be a Trust Fund
expense. The applicable Master Servicer shall deliver all documents relating to
the defeasance of any Loan to the Trustee for inclusion in the related Mortgage
File.

      (i) With respect to any Loan or Serviced Loan Combination that permits the
related Borrower to incur subordinate indebtedness secured by the related
Mortgaged Property or by interests in the related Borrower, except for Co-op
Loans as to which the NCB Subordinate Debt Conditions are satisfied, the
applicable Master Servicer or the applicable Special Servicer shall enforce the
rights of the lender, if any, under the Loan Documents to require such Borrower
to require the lender of such subordinate indebtedness to enter into a
subordination and standstill agreement with the lender. The applicable Master
Servicer or Special Servicer, as appropriate, shall process such documentation.

      (j) With respect to any Loan, subject to the related Loan Documents,
neither the applicable Master Servicer nor the applicable Special Servicer shall
permit the related Borrower to substitute any real property, any rights with
respect to real property, or any other real property interest whatsoever for the
Mortgaged Property securing such Loan as of the Closing Date without receipt of
(i) an Opinion of Counsel, at the expense of the Borrower, to the effect that
the substitution will not cause such Loan to fail to qualify as a "qualified
mortgage" as defined under Section 860G(a)(3) of the Code while such Loan is
owned by a Trust REMIC and (ii) with respect to any Loan that, individually or
together with all other Loans, if any, that are in the same Crossed Group as
such Loan, is one of the 10 largest Loans by Stated Principal Balance of all
Loans at such time, confirmation from S&P and Fitch that such substitution of
any real property, any rights with respect to real property, or any other
property interest whatsoever for the Mortgaged Property securing such Loan will
not cause a withdrawal, downgrade or qualification of the then-current ratings
of the Certificates.

      Section 3.09. Realization Upon Defaulted Loans. (a) Each Special Servicer
shall, subject to subsections (b) through (d) of this Section 3.09, exercise
reasonable efforts, consistent with the Servicing Standard, to foreclose upon or
otherwise comparably convert (which may include an REO Acquisition) the
ownership of any property securing such Loans and/or Junior Loans for which it
is the applicable Special Servicer as come into and continue in default as to
which no satisfactory arrangements can be made for collection of delinquent
payments, and which are not released from the Trust Fund pursuant to any other
provision hereof. In any case in which a Mortgaged Property shall have suffered
damage such that the complete restoration of such property is not fully
reimbursable by the hazard insurance policies or flood insurance policies
required to be maintained pursuant to Section 3.07, the applicable Master
Servicer shall not be required to make a Servicing Advance and expend funds
toward the restoration of such property unless the applicable Special Servicer
has determined in its reasonable judgment in accordance with the Servicing
Standard that such restoration will increase the net proceeds of liquidation of
such Mortgaged Property to Certificateholders (and, in the case of any Serviced
Loan Combination and/or Junior Loan Holder(s), as applicable), taken as a
collective whole, after reimbursement to the applicable Master Servicer for such
Servicing Advance and interest thereon and such Master Servicer has determined
that such Servicing Advance together with accrued and unpaid interest thereon
will be recoverable by such Master Servicer out of the proceeds of liquidation
of such Mortgaged Property, as contemplated in Section 3.05(a). The applicable
Master Servicer shall, subject to Section 3.03(c), make Servicing Advances to
cover all costs and expenses incurred by the applicable Special Servicer in any
such proceedings, provided that, in each case, such cost or expense would not,
if incurred, constitute a Nonrecoverable Servicing Advance. The applicable
Master Servicer may pay out of such Master Servicer's Collection Account as an
expense of the Trust Fund costs or expenses that would otherwise be determined
to be a Nonrecoverable Servicing Advance as and to the extent provided in the
next to last paragraph of Section 3.03(c).

      Nothing contained in this Section 3.09 shall be construed to require the
applicable Special Servicer, on behalf of the Trust Fund, to make a bid on any
Mortgaged Property at a foreclosure sale or similar proceeding that is in excess
of the fair market value of such property, as determined by such Special
Servicer in its reasonable judgment taking into account, as applicable, among
other factors, the period and amount of any delinquency on the affected Loan or
Serviced Loan Combination, the occupancy level and physical condition of the
related Mortgaged Property, the state of the local economy, the obligation to
dispose of any REO Property within the time period specified in Section 3.16(a)
and the results of any Appraisal obtained pursuant to the following sentence,
all such bids to be made in a manner consistent with the Servicing Standard. If
and when the applicable Special Servicer deems it necessary and prudent for
purposes of establishing the fair market value of any Mortgaged Property
securing a Specially Serviced Loan, whether for purposes of bidding at
foreclosure or otherwise, such Special Servicer is authorized to have an
Appraisal performed with respect to such property, the cost of which Appraisal
shall be paid by the applicable Master Servicer as a Servicing Advance.

      (b) The applicable Special Servicer shall not acquire any personal
property pursuant to this Section 3.09 unless either:

            (i) such personal property is incident to real property (within the
      meaning of Section 856(e)(1) of the Code) so acquired by the applicable
      Special Servicer; or

            (ii) the applicable Special Servicer shall have obtained an Opinion
      of Counsel (the cost of which shall be a Servicing Advance) to the effect
      that the holding of such personal property by the Trust Fund will not
      cause the imposition of a tax on any Trust REMIC under the REMIC
      Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any
      time that any Carlton Court Apartments Loan REMIC Regular Interest
      Uncertificated Lower-Tier Interest or Certificate is outstanding.

      (c) Notwithstanding the foregoing provisions of this Section 3.09, the
applicable Special Servicer shall not, on behalf of the Trustee, obtain title to
a Mortgaged Property in lieu of foreclosure or otherwise, or take any other
action with respect to any Mortgaged Property, if, as a result of any such
action, the Trustee, on behalf of the Certificateholders and, with respect to
any Serviced Loan Combination, the related Junior Loan Holder(s), would be
considered to hold title to, to be a "mortgagee-in-possession" of, or to be an
"owner" or "operator" of such Mortgaged Property within the meaning of CERCLA or
any comparable law, unless (as evidenced by an Officer's Certificate to such
effect delivered to the Trustee) such Special Servicer has previously determined
in accordance with the Servicing Standard, based on an Environmental Assessment
of such Mortgaged Property performed within the preceding 12 months by an
Independent Person who regularly conducts Environmental Assessments and/or the
existence of an Environmental Insurance Policy covering such Mortgaged Property,
that:

            (i) the Mortgaged Property is in compliance with applicable
      environmental laws and regulations or, if not, that taking such actions as
      are necessary to bring the Mortgaged Property in compliance therewith is
      reasonably likely to produce a greater recovery on a present value basis
      than not taking such actions; and

            (ii) there are no circumstances or conditions present at the
      Mortgaged Property relating to the use, management or disposal of
      Hazardous Materials for which investigation, testing, monitoring,
      containment, clean-up or remediation could be required under any
      applicable environmental laws and regulations or, if such circumstances or
      conditions are present for which any such action could be required, that
      taking such actions with respect to such Mortgaged Property is reasonably
      likely to produce a greater recovery on a present value basis than not
      taking such actions.

      The cost of any such Environmental Assessment and the cost of any
remedial, corrective or other further action contemplated by clause (i) and/or
clause (ii) of the preceding sentence shall be paid by the applicable Master
Servicer as a Servicing Advance. If any such Environmental Assessment so
warrants, the applicable Special Servicer shall, at the expense of the Trust
Fund (or, if the Saint Louis Galleria Total Loan is involved, at the expense of
the Trust Fund and the Saint Louis Galleria Junior Loan Holders, allocable
between them as provided in the Saint Louis Galleria Intercreditor Agreement),
perform such additional environmental testing as it deems necessary and prudent
to determine whether the conditions described in clauses (i) and (ii) of the
second preceding sentence have been satisfied.

      (d) If (i) the environmental testing contemplated by subsection (c) above
establishes that either of the conditions set forth in clauses (i) and (ii) of
the first sentence thereof has not been satisfied with respect to any Mortgaged
Property securing a Specially Serviced Loan and (ii) there has been no breach of
any of the representations and warranties set forth in or required to be made
pursuant to Section 6 of the related Mortgage Loan Purchase Agreement for which
the related Mortgage Loan Seller or other Responsible Party could be required to
repurchase such Defaulted Loan pursuant to Section 7 of the related Mortgage
Loan Purchase Agreement or pursuant to the Column Performance Guarantee, then
the applicable Special Servicer shall take such action as it deems to be in the
best economic interest of the Trust Fund (and in the case of any Serviced Loan
Combination, of the related Junior Loan Holder(s)), taken as a collective whole,
and consistent with the Servicing Standard (other than proceeding to acquire
title to the Mortgaged Property) and is hereby authorized at such time as it
deems appropriate to release such Mortgaged Property from the lien of the
related Mortgage.

      (e) The applicable Special Servicer shall provide or make available
electronically written reports and a copy of any Environmental Assessments to
the Trustee, the applicable Master Servicer, the Directing Certificateholder,
any Requesting Subordinate Certificateholder (at the expense of such requesting
Holder) and, with respect to any Serviced Loan Combination, if such
Environmental Assessment relates to such Serviced Loan Combination, to each
related Junior Loan Holder (at the expense of the Junior Loan Holder, to the
extent permitted by the relevant Intercreditor Agreement), as applicable,
monthly regarding any actions taken by such Special Servicer with respect to any
Mortgaged Property securing a Specially Serviced Loan as to which the
environmental testing contemplated in subsection (c) above has revealed that
either of the conditions set forth in clauses (i) and (ii) of the first sentence
thereof has not been satisfied, in each case until the earlier to occur of
satisfaction of both such conditions, repurchase or replacement of the related
Loan by the related Responsible Party or release of the lien of the related
Mortgage on such Mortgaged Property. The Trustee shall, upon request, forward
all such reports to the Certificateholders (at the expense of the requesting
party) and each Rating Agency.

      (f) The applicable Master Servicer shall report to the Internal Revenue
Service and the related Borrower, in the manner required by applicable law, the
information required to be reported regarding any Mortgaged Property that is
abandoned or foreclosed, the receipt of mortgage interest received in a trade or
business and the forgiveness of indebtedness with respect to any Mortgaged
Property required by Sections 6050J, 6050H and 6050P, respectively, of the Code.
Annually in each January, the applicable Special Servicer shall provide the
applicable Master Servicer with all information or reports necessary to enable
the applicable Master Servicer to fulfill its obligations under this Section
3.09(f) (and shall from time to time provide additional information or reports
promptly upon such Master Servicer's request therefor). The applicable Master
Servicer shall deliver a copy of any such report to the Trustee and the
applicable Special Servicer.

      (g) The applicable Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of the maintenance of
an action to obtain a deficiency judgment if the state in which the Mortgaged
Property is located and the terms of the subject Loan permit such an action.

      (h) The applicable Special Servicer shall maintain accurate records,
prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Loan or REO Property and the basis thereof. Each Final Recovery
Determination shall be evidenced by an Officer's Certificate delivered to the
Trustee, the applicable Master Servicer and if related to a Serviced Loan
Combination, to each related Junior Loan Holder no later than the next
succeeding P&I Advance Determination Date.

      Section 3.10. Trustee to Cooperate; Release of Mortgage Files. (a) Upon
the payment in full of any Loan, the purchase of an A Loan by a related Junior
Loan Holder pursuant to the related Intercreditor Agreement, the purchase of any
Loan by the holder of a related mezzanine loan in connection with a default
pursuant to any related mezzanine loan intercreditor agreement or the receipt by
the applicable Master Servicer or the applicable Special Servicer, as the case
may be, of a notification that payment in full shall be escrowed in a manner
customary for such purposes, the applicable Master Servicer or applicable
Special Servicer will promptly notify the Trustee and request delivery of the
related Mortgage File and, in the case of the payment in full of any Junior Loan
or the purchase thereof by the holder of a related mezzanine loan, the
applicable Master Servicer or the applicable Special Servicer, as the case may
be, shall promptly so notify each related Junior Loan Holder and request
delivery to it of the related Note. Any such notice and request shall be in the
form of a Request for Release (and shall include two copies) signed by a
Servicing Officer (or in a mutually agreeable electronic format that will, in
lieu of a signature on its face, originate from a Servicing Officer) and shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the
applicable Master Servicer's Collection Account pursuant to Section 3.04(a) or
remitted to the applicable Master Servicer to enable such deposit, have been or
will be so deposited. Within six Business Days (or within such shorter period as
release can reasonably be accomplished if the applicable Master Servicer
notifies the Trustee of an exigency) of receipt of such notice and request, the
Trustee (or, to the extent provided in Section 3.01(c), the applicable Master
Servicer or the applicable Special Servicer, as applicable) shall execute such
instruments of satisfaction, deeds of reconveyance and other documents as shall
have been furnished to it by the applicable Master Servicer, and the Trustee
shall release and deliver the related Mortgage File to the applicable Master
Servicer or applicable Special Servicer, as the case may be. No expenses
incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to any account maintained hereunder.

      (b) From time to time as is appropriate for servicing or foreclosure of
any Loan or Junior Loan, the applicable Master Servicer or the applicable
Special Servicer shall deliver to the Trustee two copies of a Request for
Release signed by a Servicing Officer (or in a mutually agreeable electronic
format that will, in lieu of a signature on its face, originate from a Servicing
Officer). Upon receipt of the foregoing, the Trustee shall deliver the Mortgage
File or any document therein to the applicable Master Servicer or the applicable
Special Servicer (or a designee), as the case may be. Upon return of the
Mortgage File to the Trustee, the Trustee shall execute an acknowledgment of
receipt.

      (c) The applicable Special Servicer shall be responsible for the
preparation of any court pleadings, requests for trustee's sale or, except as
otherwise contemplated by Section 3.20, other documents necessary to the release
of collateral securing a Loan or Junior Loan, or to foreclosure or trustee's
sale in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Borrower on the Note or Mortgage or to obtain a deficiency
judgment, or to enforce any other remedies or rights provided by the Note or
Mortgage or otherwise available at law or in equity and shall forward such
documents and pleadings to the Trustee and, if applicable, the related Junior
Loan Holder(s) for execution. Within seven Business Days (or within such shorter
period as delivery can reasonably be accomplished if the applicable Special
Servicer notifies the Trustee of an exigency) of receipt thereof, the Trustee
shall execute and deliver to the applicable Special Servicer any such documents
or pleadings. When submitted for signature, such documents or pleadings shall be
accompanied by a certificate of a Servicing Officer requesting that such
pleadings or documents be executed by the Trustee or any related Junior Loan
Holder and certifying as to the reason such documents or pleadings are required,
that the proposed action is in the best interest of the Certificateholders (and,
in the case of any Serviced Loan Combination, the related Junior Loan
Holder(s)), taken as a collective whole, and that the execution and delivery
thereof by the Trustee, any related Junior Loan Holder, as the case may be, will
not invalidate or otherwise affect the lien of the Mortgage, except for the
termination of such a lien upon completion of the foreclosure or trustee's sale.
Any power of attorney granted by the Trustee to a Special Servicer in accordance
with Section 3.01(c) may allow for the Special Servicer to take action on behalf
of the Trustee with respect to the matters described in this Section 3.10(c).

      Section 3.11. Servicing Compensation. (a) As compensation for its
activities hereunder, each Master Servicer shall be entitled to receive the
Master Servicing Fee (subject to the third, fourth and last paragraphs of this
Section 3.11(a)) with respect to each Loan (including, if applicable, Specially
Serviced Loans, Defeasance Loans and Additional Collateral Loans) for which it
is the applicable Master Servicer and any successor REO Loans with respect
thereto at the applicable Master Servicing Fee Rate. The Master Servicing Fee
with respect to any Loan or REO Loan shall cease to accrue if a Liquidation
Event occurs in respect thereof. The Master Servicing Fee shall be payable
monthly, on a loan-by-loan basis, from payments of interest on the related Loan
and REO Revenues allocable as interest on the related REO Loan. In no event will
the applicable Master Servicer or any Primary Servicer be entitled to retain a
servicing fee from the amount of any P&I Advance, regardless of whether the
related Borrower is obligated to reimburse Master Servicing Fees or Primary
Servicing Fees.

      Each Master Servicer, on behalf of itself, the holder of the related
Excess Servicing Strip and the Assignable Primary Servicing Fee, if any, and any
related Primary Servicer, shall be entitled to recover unpaid Master Servicing
Fees and Primary Servicing Fees in respect of any Loan or REO Loan (including
any Specially Serviced Loan, Defeasance Loan or Additional Collateral Loan) for
which such Master Servicer is the applicable Master Servicer out of that portion
of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds
and REO Revenues (in the case of an REO Loan) allocable as recoveries of
interest, to the extent permitted by Section 3.05(a). Subject to the third and
last paragraphs of this Section 3.11(a), the right of any Master Servicer to
receive the Master Servicing Fee (and, except to the extent set forth in the
Primary Servicing Agreement with respect to a Primary Servicer and except as set
forth in this Section 3.11(a), the related Primary Servicing Fee) may not be
transferred in whole or in part except in connection with the transfer of all of
such Master Servicer's responsibilities and obligations under this Agreement.

      Notwithstanding anything herein to the contrary, Master Servicer No. 2
and/or Master Servicer No. 3 (and their successors and assigns) may at its
option assign or pledge to any third party or retain for itself the related
Excess Servicing Strip, if any, and the related Assignable Primary Servicing
Fee, if any; provided, however, that in the event of any resignation or
termination of such Master Servicer, all or any portion of such Excess Servicing
Strip and/or such Assignable Primary Servicing Fee may be reduced by the Trustee
to the extent reasonably necessary (in the sole discretion of the Trustee) for
the Trustee to obtain a qualified successor Master Servicer and/or Primary
Servicer, as applicable, with respect to the Loans being master serviced and/or
primarily serviced, as applicable, by such resigning or terminated Master
Servicer (which successor may include the Trustee) that meets the requirements
of Section 6.4 and that requires market rate servicing compensation that accrues
at a per annum rate in excess of 0.005% (0.5 basis points). The applicable
Master Servicer shall pay the Excess Servicing Strip, if any, and the Assignable
Primary Servicing Fee, if any, for each Servicing Group to the holder of such
Excess Servicing Strip or the holder of such Assignable Primary Servicing Fee
(i.e., such initial Master Servicer or any such third party), as the case may
be, at such time and to the extent that such Master Servicer is entitled to
receive payment of its Master Servicing Fees hereunder, notwithstanding any
resignation or termination of such Master Servicer hereunder (subject to
reduction pursuant to the preceding sentence).

      Additional servicing compensation ("Additional Servicing Compensation") in
the form of (i) 100% of all assumption application fees and 50% of all
assumption fees paid by the Borrowers on all Loans and the Saint Louis Galleria
Total Loan that are not Specially Serviced Loans (but only when and to the
extent that all amounts then due and payable with respect to such Loans have
been paid), (ii) all Penalty Charges actually collected on each Loan (other than
Specially Serviced Loans) but only when and to the extent that (A) all amounts
then due and payable with respect to such Loan (including outstanding interest
on all Advances accrued with respect to such Loan have been paid, (B) the Trust
Fund has been reimbursed with respect to any Advances made with respect to such
Loan, together with interest thereon if such interest was paid to the applicable
Master Servicer, from a source of funds other than Penalty Charges collected on
such Loan, and (C) the Trust Fund has been reimbursed for any Additional Trust
Fund Expenses (including any Special Servicing Fees, Workout Fees and
Liquidation Fees) incurred since the Closing Date with respect to such Loan and
previously paid from a source other than Penalty Charges on such Loan, (iii)
charges for beneficiary statements or demands and amounts collected for checks
returned for insufficient funds, (iv) all commercially reasonable fees actually
collected on or with respect to any Loan for modifications, extensions, earnouts
and other actions for which the applicable Master Servicer is responsible (and
the consent of the applicable Special Servicer is not required) pursuant to
Section 3.20 (but only when and to the extent that all amounts then due and
payable after giving effect to any modification with respect to the related Loan
have been paid), (v) 50% of all commercially reasonable fees actually collected
on or with respect to any Loan for modifications, extensions, earnouts and other
actions for which the consent of the applicable Special Servicer is required
pursuant to Section 3.20 (but only when and to the extent that all amounts then
due and payable after giving effect to any modification with respect to the
related Loan have been paid), (vi) reasonable and customary consent fees and
fees in connection with defeasance, if any, of any such Loan and (vii) other
customary charges, in each case only to the extent actually paid by the related
Borrower, shall be retained by the applicable Master Servicer and shall not be
required to be deposited in the Collection Account or any Junior Loan Custodial
Account, as applicable, maintained by such Master Servicer pursuant to Section
3.04(a). Notwithstanding anything to the contrary in clause (ii) of the first
sentence of this paragraph or in the last paragraph of Section 3.11(b), (x) the
applicable Master Servicer shall be entitled to that portion, if any, of a
Penalty Charge collected on a Specially Serviced Loan that accrued prior to the
related Servicing Transfer Event and (y) if the applicable Special Servicer has
partially waived any Penalty Charge part of which accrued prior to the related
Servicing Transfer Event, any collections in respect of such Penalty Charge
shall be shared pro rata by the applicable Master Servicer and the applicable
Special Servicer based on the respective portions of such Penalty Charge to
which they would otherwise have been entitled. Without in any way limiting the
preceding two sentences of this paragraph, with respect to Loans which are not
Specially Serviced Loans, (i) any fees payable by the related Borrower with
respect to the servicing activities set forth in Sections 3.08(a), 3.08(c),
3.20(c) and 3.29(d), shall be considered Additional Servicing Compensation, and
such fees that are in the nature of an application fee shall be payable entirely
to the applicable Master Servicer and any fee payable by the Borrower upon the
completion of the servicing activities set forth in such section shall be shared
equally by the applicable Master Servicer and the applicable Special Servicer
and (ii) compensation payable with respect to servicing activities set forth
under Section 3.08(g), 3.08(h), 3.08(i), 3.08(j), 3.20(b) and 3.20(m) shall be
paid entirely to the applicable Master Servicer.

      Each Master Servicer also shall be entitled to additional servicing
compensation in the form of: (i) interest or other income earned on deposits
relating to the Trust Fund in the Collection Account or any Junior Loan
Custodial Account maintained by such Master Servicer in accordance with Section
3.06(b) (but only to the extent of the Net Investment Earnings, if any, with
respect to each such account); (ii) interest earned on deposits in any Cash
Collateral Account, any Lockbox Account and the Servicing Accounts maintained by
such Master Servicer that is not required by applicable law or the related Loan
Documents to be paid to the Borrower; and (iii) collections representing
Prepayment Interest Excess for any Distribution Date on the Loans for which such
Master Servicer is the applicable Master Servicer (except to the extent
necessary to offset Prepayment Interest Shortfalls on such Loans for such
Distribution Date).

      The applicable Master Servicer shall not be entitled to any Master
Servicing Fees or any other compensation from the Trust Fund hereunder with
respect to any CBA B Loan.

      The applicable Master Servicer shall be entitled to the above described
Additional Servicing Compensation (without sharing such Additional Servicing
Compensation with the applicable Special Servicer or any other Person) with
respect to the Saint Louis Galleria Junior Loans to the extent not expressly
prohibited under the related Intercreditor Agreement; provided that, in no such
case, shall the payment of any such compensation with respect to a Saint Louis
Galleria Loan reduce amounts otherwise payable to the Certificateholders.

      In respect of each Broker Strip Loan, the Master Servicer shall, on a
monthly basis, by the last day of the month following the month in which the
Master Servicer collected any related Broker Strip Interest, remit to the
applicable Broker Strip Payee the amount of the Broker Strip Interest so
collected.

      Each initial Master Servicer in its individual capacity (and its
successors and assigns) shall also be entitled to receive all Primary Servicing
Fees on any Loan and Junior Loan (including any Specially Serviced Loan,
Additional Collateral Loan and Defeasance Loan) for which it is the applicable
Master Servicer and that is not serviced by a Primary Servicer, and on any
successor REO Loan with respect to the foregoing, computed on the basis of the
related Stated Principal Balance and for the same period and in the same manner
respecting which any related interest payment due (or deemed to be due) on the
related Loan, Junior Loan or REO Loan is computed. The right of each such
initial Master Servicer (and its successors and assigns) to receive such Primary
Servicing Fees in accordance with the provisions hereof shall not be terminated
under any circumstance, including transfer of the servicing or subservicing of
the Loans to another entity or the termination of such initial Master Servicer
in its capacity as a Master Servicer, except to the extent that any portion of
such Primary Servicing Fee is needed (as determined by the Trustee in its
discretion) to compensate any replacement primary servicer for assuming the
duties of such initial Master Servicer as Primary Servicer under this Agreement.
Each initial Master Servicer in its individual capacity (and its successors and
assigns) shall be permitted to assign such Primary Servicing Fees to any party
without restriction, subject to the exception in the immediately preceding
sentence.

      Except as specifically provided herein, each Master Servicer shall be
required to pay out of its own funds all expenses incurred by it in connection
with its servicing activities hereunder (including, without limitation, payment
of any amounts due for premiums for any blanket Insurance Policy insuring
against hazard losses pursuant to Section 3.07), if and to the extent such
expenses are not payable directly out of any Collection Account or any Junior
Loan Custodial Account maintained by such Master Servicer or otherwise
reimbursable hereunder, and such Master Servicer shall not be entitled to
reimbursement therefor except as expressly provided in this Agreement.

      In the event that any initial Master Servicer is terminated or resigns as
Master Servicer, such initial Master Servicer in its individual capacity (and
its successors and assigns) will be entitled to retain the related Excess
Servicing Strip, if any, and the related Assignable Primary Servicing Fee, if
any, except to the extent that any portion of such Excess Servicing Strip or
such Assignable Primary Servicing Fee is needed (as determined by the Trustee in
its discretion) to compensate any replacement Master Servicer for assuming the
duties of such initial Master Servicer as a Master Servicer or Primary Servicer,
as applicable, under this Agreement.

      (b) As compensation for its activities hereunder, each Special Servicer
shall be entitled to receive the Special Servicing Fee with respect to each
Specially Serviced Loan and REO Loan for which it is the applicable Special
Servicer. As to each such Specially Serviced Loan and REO Loan, the Special
Servicing Fee shall accrue at the Special Servicing Fee Rate (in accordance with
the same terms of the related Note as are applicable to the accrual of interest
at the Mortgage Rate) and shall be computed on the basis of the Stated Principal
Balance of such Specially Serviced Loan and for the same period respecting which
any related interest payment due on such Specially Serviced Loan or deemed to be
due on such REO Loan is computed. The Special Servicing Fee with respect to any
Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event
occurs in respect thereof. The Special Servicing Fee shall be payable monthly,
on a loan-by-loan basis, to the extent permitted by Section 3.05(a), or as
otherwise provided in Section 3.05(a). The right of a Special Servicer to
receive the related Special Servicing Fee may not be transferred in whole or in
part except in connection with the transfer of all of the applicable Special
Servicer's responsibilities and obligations under this Agreement.

      Additional servicing compensation in the form of (i) all assumption
application and assumption fees on all Specially Serviced Loans, (ii) one-half
of all assumption fees on any Loans other than Specially Serviced Loans, (iii)
50% of all commercially reasonable fees actually collected on or with respect to
any Loan for modifications, extensions, earnouts and other actions for which the
consent of the applicable Special Servicer is required pursuant to Section 3.20
(but only when and to the extent that all amounts then due and payable after
giving effect to any modification with respect to the related Loan have been
paid) and (iv) all commercially reasonable extension fees and all fees received
on or with respect to loan modifications for which the applicable Special
Servicer is solely responsible (and the Master Servicer is not responsible)
pursuant to Section 3.20(a), but only to the extent actually collected from the
related Borrower and only when and to the extent that all amounts then due and
payable after giving effect to any modification with respect to the related Loan
or Serviced Loan Combination (including those payable to the applicable Master
Servicer pursuant to Section 3.11(a)) have been paid, shall be promptly paid to
the applicable Special Servicer by the applicable Master Servicer and shall not
be required to be deposited in any Collection Account or any Junior Loan
Custodial Account pursuant to Section 3.04(a).

      The applicable Special Servicer shall also be entitled to servicing
compensation in the form of a Workout Fee with respect to each Corrected Loan at
the Workout Fee Rate. The "Workout Fee Rate" means 1.0% (0.75% with respect to
the Saint Louis Galleria Loan) applied to each collection of interest (other
than Penalty Charges) and principal (including scheduled payments, prepayments,
Balloon Payments, payments at maturity and payments received with respect to a
partial condemnation of a Mortgaged Property securing a Specially Serviced Loan)
received on such Loan for so long as it remains a Corrected Loan. The Workout
Fee with respect to any Corrected Loan will cease to be payable if the subject
Loan or Junior Loan again becomes a Specially Serviced Loan; provided that a new
Workout Fee will become payable if and when the subject Loan or Junior Loan
again becomes a Corrected Loan. If a Special Servicer is terminated (other than
for cause), it shall retain the right to receive any and all Workout Fees
otherwise payable to it with respect to any Loan and/or Junior Loan:

            (i) that became a Corrected Loan during the period that it acted as
      Special Servicer and that was a Corrected Loan at the time of such
      termination; or

            (ii) that becomes a Corrected Loan subsequent to the time of such
      termination if the Special Servicer resolved the circumstances and/or
      conditions (including by way of a modification of the subject mortgage
      loan) which caused the subject mortgage loan to become a Specially
      Serviced Loan but the subject mortgage loan had not, when the Special
      Servicer was terminated, become a Corrected Loan because the related
      Borrower had not then made three consecutive monthly debt service payments
      (but the related Borrower then makes those three monthly debt service
      payments, and the subject mortgage loan subsequently becomes a Corrected
      Loan as a result of the Borrower making those three monthly debt service
      payments);

in each case until the Workout Fee for any such loan ceases to be payable in
accordance with the terms hereof (and the successor Special Servicer shall not
be entitled to any portion of such Workout Fees).

      A Liquidation Fee will be payable to the applicable Special Servicer with
respect to each Specially Serviced Loan or REO Loan as to which the applicable
Special Servicer receives any Liquidation Proceeds subject to the exceptions set
forth in the definition of Liquidation Fee. As to each Specially Serviced Loan
or REO Loan, the Liquidation Fee will be payable (subject to the provisos to the
first paragraph of Section 3.05(a)) out of, and will be calculated by
application of a "Liquidation Fee Rate" of 1.0% (0.75% with respect to the Saint
Louis Galleria Loan) of net Liquidation Proceeds received with respect to such
Specially Serviced Loan or REO Loan. Notwithstanding the foregoing, no
Liquidation Fee shall be payable under this Agreement based on, or out of,
Liquidation Proceeds received in connection with any of the exceptions set forth
in the definition of "Liquidation Fee".

      Notwithstanding anything to the contrary described above, no Liquidation
Fee will be payable under the circumstances provided in the proviso to the
definition of Liquidation Fee. If, however, Liquidation Proceeds are received
with respect to any Corrected Loan and the applicable Special Servicer is
properly entitled to a Workout Fee, such Workout Fee will be payable based on
and out of the portion of such Liquidation Proceeds that constitute principal
and/or interest (other than Default Interest) on such Corrected Loan; provided,
however, that in no event will the applicable Special Servicer receive both a
Liquidation Fee and a Workout Fee out of the same Liquidation Proceeds.

      The applicable Special Servicer will also be entitled to additional fees
in the form of Penalty Charges on each Specially Serviced Loan (but only to the
extent actually collected from the related Borrower and, with respect to the
Saint Louis Galleria Total Loan, to the extent permitted in the Saint Louis
Galleria Intercreditor Agreement) (A) when and to the extent that all amounts
then due and payable with respect to such Specially Serviced Loan (including
outstanding interest on all Advances accrued with respect to such Specially
Serviced Loan) have been paid, (B) the Trust Fund has been reimbursed with
respect to any Advances made with respect to such Specially Serviced Loan,
together with interest thereon if such interest was paid to the applicable
Master Servicer, from a source of funds other than Penalty Charges collected on
such Specially Serviced Loan, and (C) the Trust Fund has been reimbursed for any
Additional Trust Fund Expenses (including any Special Servicing Fees, Workout
Fees and Liquidation Fees) incurred since the Closing Date with respect to such
Specially Serviced Loan and previously paid from a source other than Penalty
Charges on such Specially Serviced Loan. Each Special Servicer shall be required
to pay out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including, without limitation, payment of any
amounts, other than management fees in respect of REO Properties, due and owing
to any of its sub-servicers and the premiums for any blanket Insurance Policy
obtained by it insuring against hazard losses pursuant to Section 3.07), if and
to the extent such expenses are not payable directly out of a Collection
Account, a Junior Loan Custodial Account or such Special Servicer's REO Account,
and such Special Servicer shall not be entitled to reimbursement therefor except
as expressly provided in this Agreement.

      Section 3.12. Reports to the Trustee; Collection Account Statements. (a)
Each Master Servicer shall deliver to the Trustee and the applicable Special
Servicer, no later than 1:00 p.m. New York City time on the second Business Day
prior to each Distribution Date beginning in April 2006, the CMSA Loan Periodic
Update File with respect to its respective Loans and Serviced Loan Combinations
and any successor REO Loans with respect thereto for the related Distribution
Date, including the anticipated P&I Advances and Servicing Advances for the
related Distribution and any accrued but unpaid interest on Advances. Such
Master Servicer shall, subject to Section 3.12(h), contemporaneously provide a
copy of such report as it relates to any Junior Loan of a Serviced Loan
Combination to the related Junior Loan Holder, as applicable. Each Master
Servicer's responsibilities under this Section 3.12(a) with respect to Specially
Serviced Loans and REO Loans shall be subject to the satisfaction of the
applicable Special Servicer's obligations under Sections 3.12(c) and 3.21. For
the purposes of the production by a Master Servicer or Special Servicer of any
report, such Master Servicer or Special Servicer, as the case may be, may
conclusively rely (without investigation, inquiry, independent verification or
any duty or obligation to recompute, verify or recalculate any of the amounts
and other information contained in), absent manifest error, on information
provided to it by the Depositor, by the Trustee, by the related Mortgage Loan
Seller, by the related Borrower or (x) in the case of such a report produced by
a Master Servicer, by the applicable Special Servicer (if other than the
applicable Master Servicer or an Affiliate thereof) and (y) in the case of such
a report produced by a Special Servicer, by the applicable Master Servicer (if
other than the applicable Special Servicer or an Affiliate thereof).

      Notwithstanding the foregoing, because each Master Servicer will not
receive the Servicing Files until the Closing Date and will not have sufficient
time to review and analyze such Servicing Files before the initial Distribution
Date, the parties agree that the CMSA Loan Periodic Update File required to be
delivered by each Master Servicer in April 2006 (insofar as it relates to CSMC
Loans) will be based solely upon information generated from actual collections
received by the applicable Master Servicer and from information the Depositor
delivers or causes to be delivered to the applicable Master Servicer (including
but not limited to information prepared by third-party servicers of the subject
Loans with respect to the period prior to the Closing Date).

      (b) For so long as a Master Servicer makes deposits into and withdrawals
from the Collection Account maintained by it, such Master Servicer shall, upon
request, forward to the Trustee a statement setting forth the status of its
Collection Account (and, shall, upon request, deliver to each Junior Loan Holder
a statement setting forth the status of the related Junior Loan Custodial
Account) as of the close of business on the last Business Day of the related Due
Period showing the aggregate amount of deposits into and withdrawals from such
account of each category of deposit specified in Section 3.04 and each category
of withdrawal specified in Section 3.05 for the related Due Period.

      (c) No later than 1:00 p.m. New York City time on each Master Servicer
Remittance Date beginning in June 2006, each Master Servicer shall deliver or
cause to be delivered to the Trustee the following reports for its respective
Loans and Serviced Loan Combinations (and, if applicable, the related REO
Properties, providing the required information as of the related Determination
Date): (i) a CMSA Comparative Financial Status Report, (ii) a CMSA Delinquent
Loan Status Report; (iii) a CMSA Historical Loan Modification and Corrected
Mortgage Loan Report; (iv) a CMSA Historical Liquidation Report; (v) a CMSA REO
Status Report; (vi) a CMSA Servicer Watch List; (vii) a CMSA Property File;
(viii) a CMSA Financial File; and (ix) a CMSA Loan Level Reserve/LOC Report;
provided, however, that notwithstanding anything to the contrary in this Section
3.12, no Master Servicer nor any Special Servicer shall be required to prepare
or deliver any of the files or reports comprising the CMSA Investor Reporting
Package (other than the CMSA Loan Periodic Update File) before the first
Business Day after the second Determination Date following the Closing Date, and
the Trustee shall not be obligated to deliver any such report until provided by
a Master Servicer. Such reports shall be in CMSA format (as in effect from time
to time) and shall be in an electronic format reasonably acceptable to both the
Trustee and such Master Servicer. The applicable Master Servicer shall
contemporaneously provide a copy of such reports as they relate to any loan
component in a Serviced Loan Combination to the related Junior Loan Holder.

      Each Master Servicer's responsibilities under this Section 3.12(c) with
respect to Specially Serviced Loans and REO Loans shall be subject to the
satisfaction of the applicable Special Servicer's obligations under this Section
3.12(c) and Section 3.21. For the purposes of the production by a Master
Servicer or a Special Servicer of any reports, documents or information required
under this Section 3.12 or under any other provision of this Agreement, such
Master Servicer or Special Servicer, as the case may be, may (absent bad faith
or manifest error) conclusively rely on (without investigation, inquiry,
independent verification or any duty or obligation to recompute, verify or
recalculate any of the amounts and other information contained in) any reports,
documents or information provided to it by the Depositor, by the Trustee, by the
related Mortgage Loan Seller, by the related Borrower or (x) in the case of any
such reports, documents or information produced by a Master Servicer, by the
applicable Special Servicer (if other than the applicable Master Servicer or an
Affiliate thereof) and (y) in the case of any such reports, documents and
information produced by a Special Servicer, by the applicable Master Servicer
(if other than the applicable Special Servicer or an Affiliate thereof). The
Trustee shall be entitled to conclusively rely on and shall not be responsible
for the accuracy of any information provided to it by the applicable Master
Servicer or the applicable Special Servicer pursuant to this Agreement, but
shall (in the absence of bad faith) be entitled to conclusively rely on such
information without any investigation, independent verification or inquiry or
any duty or obligation to recompute, verify or recalculate any of the amounts
and other information stated therein.

      The reporting obligations of any Master Servicer in connection with a
Serviced Loan Combination shall be construed to require such Master Servicer to
only provide information regarding such Serviced Loan Combination, but whenever
such Master Servicer remits funds to the related Junior Loan Holder(s), it shall
thereupon deliver to such holder a remittance report identifying the amounts in
such remittance. The applicable Master Servicer shall contemporaneously with any
related delivery to the Trustee or the applicable Special Servicer, as
applicable, provide any such reports which contain information related to the
Mortgaged Property securing any Serviced Loan Combination, or financial
information regarding any related Borrower to the related Junior Loan Holder(s),
as applicable, unless an earlier delivery is expressly required hereunder.

      Within 30 days following the Closing Date, each Master Servicer shall
deliver to the Trustee the CMSA Loan Setup File for the Loans for which such
Master Servicer is the applicable Master Servicer; provided that the Depositor
shall, within 20 days following the Closing Date deliver to such Master Servicer
the information to be included therein with respect to CSMC Loans.

      The applicable Special Servicer shall from time to time (and, in any
event, upon request) provide the applicable Master Servicer with such
information in its possession regarding the Specially Serviced Loans and REO
Properties as may be necessary for such Master Servicer to prepare each report
and any supplemental information to be provided by such Master Servicer to the
Trustee or any other Person pursuant to this Agreement. Without limiting the
generality of the foregoing, by 4:00 p.m. New York City time on the fourth
Business Day prior to the applicable Master Servicer Remittance Date, beginning
in April 2006, the applicable Special Servicer shall prepare and deliver or
cause to be delivered to each Master Servicer the CMSA Special Servicer Loan
File that contains the information called for in, or that will enable such
Master Servicer to provide, the CMSA files and reports required to be delivered
by such Master Servicer to the Trustee, in each case with respect to any
applicable Specially Serviced Loans and REO Properties.

      (d) Each Master Servicer shall deliver or cause to be delivered to the
Trustee the following materials (and shall contemporaneously provide a copy of
such materials and related reports as they relate to a Junior Loan of a Serviced
Loan Combination, to the related Junior Loan Holder), in each case to the extent
that such materials or the information on which they are based are required to
be delivered pursuant to the Loan Documents for the Loans and for which such
Master Servicer is the applicable Master Servicer and any related REO Properties
and have been received by such Master Servicer:

            (i) At least annually by May 31, commencing May 31, 2007, or as soon
      thereafter as reasonably practicable based upon when, and the format in
      which, such Master Servicer receives the subject information, with respect
      to each Loan for which such Master Servicer is the applicable Master
      Servicer and each related REO Loan (to the extent prepared by and timely
      received from the applicable Special Servicer in the case of any Specially
      Serviced Loan or REO Loan), a CMSA Operating Statement Analysis Report and
      CMSA NOI Adjustment Worksheet for the related Mortgaged Property or REO
      Property as of the end of the preceding fiscal year, together with copies
      of the operating statements and rent rolls (for properties other than
      residential cooperative properties) (but only to the extent the related
      Borrower delivers such information to the applicable Master Servicer and,
      with respect to operating statements and rent rolls for Specially Serviced
      Loans and REO Properties, to the extent timely delivered by the applicable
      Special Servicer to the applicable Master Servicer), for the related
      Mortgaged Property or REO Property as of the end of the preceding fiscal
      year.

            (ii) Such Master Servicer shall use its reasonable efforts (but
      shall not be required to institute litigation) to obtain quarterly and
      annual (or, in the case of Co-op Loans, annual only) operating statements
      and rent rolls (for properties other than residential cooperative
      properties) with respect to each of such Loans for which it is the
      applicable Master Servicer, other than Specially Serviced Loans or REO
      Loans, which efforts shall include sending a letter to the related
      Borrower each quarter requesting such quarterly and/or annual operating
      statements and rent rolls by no later than 60 days after the subject
      calendar quarter, or 90 days after the subject calendar year, to the
      extent such action is consistent with applicable law, the terms of such
      Loans and the Servicing Standard. Subject to the provisions of Section
      3.12(h) below, the applicable Master Servicer shall (to the extent not
      otherwise delivered pursuant to clause (i) above) deliver copies of all of
      the foregoing items so collected to the applicable Special Servicer, the
      Directing Certificateholder and any Requesting Subordinate
      Certificateholder (at the expense of such requesting Holder), and upon
      request, the Trustee and the Depositor, (x) in the case of quarterly
      operating statements and rent rolls, within the later of (A) 60 days after
      such quarter and (B) 45 days following receipt of such operating
      statements and rent rolls, and (y) in the case of annual operating
      statements and rent rolls, not later than the later of (A) May 31 of each
      calendar year and (B) 45 days following receipt of such operating
      statements and rent rolls.

            (iii) Such Master Servicer shall maintain a CMSA Operating Statement
      Analysis Report for each Mortgaged Property securing each Loan for which
      it is the applicable Master Servicer (other than any such Mortgaged
      Property which is an REO Property or constitutes security for a Specially
      Serviced Loan) that shall be updated by the applicable Master Servicer and
      delivered to the Trustee, any related Junior Loan Holder within 30 days
      after receipt by the applicable Master Servicer of updated operating
      statements for such Mortgaged Property beginning in June 2007, provided
      that the applicable Master Servicer shall not be required to update the
      CMSA Operating Statement Analysis Reports more often than quarterly (or
      annually with respect to Co-op Loans) or such other longer period as
      operating statements are required to be delivered to the lender by the
      Borrower pursuant to the Loan Documents.

      The applicable Special Servicer will be required pursuant to Section
3.12(f) to deliver in a reasonable electronic format to the applicable Master
Servicer the information required pursuant to this Section 3.12(d) with respect
to Specially Serviced Loans and REO Loans for which such Special Servicer is the
applicable Special Servicer on or before April 30 of each year, commencing on
April 30, 2007, and within 10 days after its receipt of any operating statement
for any related Mortgaged Property or REO Property.

      (e) Each Special Servicer shall report to the applicable Master Servicer
any events affecting, or which may affect, the most recent CMSA Servicer Watch
List for the Loans and Serviced Loan Combinations for which such Special
Servicer is the applicable Special Servicer promptly upon such Special Servicer
having knowledge of such event. In addition, in connection with their servicing
of the respective Loans, the applicable Master Servicer and the applicable
Special Servicer shall (to the extent such information is not otherwise
contained in any CMSA report or file) provide to each other and to the Trustee
(and solely with respect to any Serviced Loan Combination, if any Junior Loan of
such Serviced Loan Combination is listed on the CMSA Servicer Watch List, the
related Junior Loan Holder) written notice of any event that comes to their
knowledge with respect to a Junior Loan or REO Property that the applicable
Master Servicer or the applicable Special Servicer, respectively, determines, in
accordance with Servicing Standard, would have a material adverse effect on such
loan or REO Property, which notice shall include an explanation as to the reason
for such material adverse effect.

      (f) Each Special Servicer shall deliver or cause to be delivered to the
applicable Master Servicer and, upon the request of the Trustee, the Depositor
and any Junior Loan Holder or any Rating Agency, to any such requesting party,
the following materials, in each case to the extent that such materials or the
information on which they are based are required to be delivered by the Borrower
pursuant to the Loan Documents for the Loans and Serviced Loan Combinations for
which such Special Servicer is the applicable Special Servicer and have been
received by such Special Servicer:

            (i) Annually, on or before April 30 of each year, commencing April
      30, 2007, or as soon thereafter as reasonably practicable based upon when,
      and the format in which, such Master Servicer receives the subject
      information, with respect to each Specially Serviced Loan and REO Loan for
      which such Special Servicer is the applicable Special Servicer, a CMSA
      Operating Statement Analysis Report and CMSA NOI Adjustment Worksheet,
      both in written form and in electronic format reasonably acceptable to the
      applicable Master Servicer, such Special Servicer and the Trustee for the
      related Mortgaged Property or REO Property as of the end of the preceding
      calendar year (but only to the extent that such Special Servicer has
      received such information from the applicable Master Servicer at the time
      of the servicing transfer pursuant to Section 3.21 necessary to prepare
      the related CMSA Operating Statement Analysis Report and CMSA NOI
      Adjustment Worksheet on a prospective basis), together with copies of the
      operating statements and rent rolls (for properties other than residential
      cooperative properties) for the related Mortgaged Property or REO Property
      as of the end of the preceding calendar year.

            (ii) Such Special Servicer shall use its reasonable efforts (but
      shall not be required to institute litigation) to obtain quarterly and
      annual (or, in the case of Co-op Loans, annual only) operating statements
      and rent rolls (for properties other than residential cooperative
      properties) with respect to each Mortgaged Property constituting security
      for a Specially Serviced Loan and each REO Property for which it is the
      applicable Special Servicer, which efforts shall include sending a letter
      to the related Borrower or other appropriate party each quarter (followed
      up with telephone calls) requesting such quarterly and/or annual operating
      statements and rent rolls by no later than 60 days after the subject
      calendar quarter, or 90 days after the subject calendar year. Such Special
      Servicer shall (to the extent not otherwise delivered pursuant to clause
      (i) above) deliver copies of all of the foregoing items so collected to
      the applicable Master Servicer, the holders of any related Junior Loan(s),
      the Directing Certificateholder and any Requesting Subordinate
      Certificateholder (at the expense of such requesting Holder), and upon
      request, the Trustee and the Depositor, (x) in the case of quarterly
      operating statements and rent rolls, within the later of (A) 60 days after
      such quarter and (B) 45 days following receipt of such operating
      statements and rent rolls, and (y) in the case of annual operating
      statements and rent rolls, not later than the later of (A) April 30 of
      each calendar year and (B) 45 days following receipt of such operating
      statements and rent rolls.

            (iii) Such Special Servicer shall maintain a CMSA Operating
      Statement Analysis Report, both in written form and in electronic format
      reasonably acceptable to the applicable Master Servicer, such Special
      Servicer and the Trustee, for each Mortgaged Property which constitutes
      security for a Specially Serviced Loan or is a REO Property for which it
      is the applicable Special Servicer that shall be updated by such Special
      Servicer and delivered to the applicable Master Servicer, the Trustee and
      the holders of any Junior Loan within 10 days after receipt by the
      applicable Special Servicer of updated operating statements for each such
      Mortgaged Property, provided that the applicable Special Servicer shall
      not be required to update any CMSA Operating Statement Analysis Report
      more often than quarterly or, in the case of Co-op Loans, annually.

      (g) Each Master Servicer and each Special Servicer hereby agrees to
deliver to each Rating Agency any information such Rating Agency may reasonably
request with respect to the Loans and Serviced Loan Combinations for which such
Master Servicer or such Special Servicer is the applicable Master Servicer or
the applicable Special Servicer, as the case may be. The Trustee shall be
entitled to rely conclusively on and shall not be responsible for the content or
accuracy of any information provided to it by the applicable Master Servicer or
the applicable Special Servicer pursuant to this Agreement.

      (h) If a Master Servicer or a Special Servicer is required to deliver any
statement, report or information under any provision of this Agreement
(including Section 3.15 and Section 3.26(h)), then, notwithstanding anything to
the contrary herein, such Master Servicer or such Special Servicer, as the case
may be, may satisfy such obligation by (x) physically delivering a paper copy of
such statement, report or information, (y) delivering such statement, report or
information in a commonly used electronic format or (z) making such statement,
report or information available on the applicable Master Servicer's Website,
unless this Agreement expressly specifies a particular method of delivery;
provided that all reports required to be delivered to the Trustee shall be
delivered in accordance with clause (x) or (y).

      Section 3.13. [Reserved].

      Section 3.14. [Reserved].

      Section 3.15. Access to Certain Information.

      (a) Each Master Servicer and each Special Servicer shall provide
reasonable access during its normal business hours at each of its principal
servicing offices to any Certificateholder or Certificate Owner that is, or is
affiliated with, a federally insured financial institution, to the Trustee, to
the Depositor, to each Rating Agency, to each Junior Loan Holder, to the other
Master Servicers and Special Servicers, and to the OTS, the FDIC, the Federal
Reserve Board and the supervisory agents and examiners of such boards and such
corporations, and any other federal or state banking or insurance regulatory
authority that may exercise authority over any Certificateholder, to any
documentation regarding the Loans and the Trust Fund within its control (but
with respect to a Junior Loan Holder, relating to the corresponding A Loan only)
which may be required by this Agreement or by applicable law.

      Such access shall be afforded without charge (except that each Master
Servicer and Special Servicer may charge a reasonable fee for copies and
out-of-pocket costs to parties other than the Rating Agencies) but only upon
reasonable prior written request and during normal business hours at the offices
of the applicable Master Servicer or the applicable Special Servicer, as the
case may be, designated by it.

      (b) Each Master Servicer may (but shall not be required to) in accordance
with such rules and procedures as it may adopt in its sole discretion, also make
available through its Website or otherwise, any additional information relating
to the Loans for which it is the applicable Master Servicer, the related
Mortgaged Properties or the related Borrowers, for review by the Depositor, the
Special Servicers, the Directing Certificateholder, the Rating Agencies and any
other Persons to whom such Master Servicer believes such disclosure is
appropriate, in each case except (i) to the extent doing so is prohibited by
applicable law or by the related Loan and (ii) subject to Sections 3.15(d), (e)
and (f).

      (c) Nothing in this Section 3.15 shall detract from the obligation of each
Master Servicer and Special Servicer to observe any applicable law or agreement
prohibiting disclosure of information with respect to the Borrowers, and the
failure of a Master Servicer or Special Servicer to provide access as provided
in this Section 3.15 as a result of such obligation shall not constitute a
breach of this Section 3.15. Nothing herein shall be deemed to require any
Master Servicer or Special Servicer to confirm, represent or warrant the
accuracy of any other Person's information or report included in any
communication from such Master Servicer or Special Servicer or from any other
Person. No Master Servicer or Special Servicer may be held liable for the
dissemination of information in accordance with this Agreement. None of the
Master Servicers and Special Servicers shall have any liability to the
Depositor, the Trustee, any Certificateholder, any Certificate Owner, any Junior
Loan Holder, the Initial Purchaser, any Underwriter, any Rating Agency or any
other Person to whom such Master Servicer or Special Servicer, as applicable,
delivers information pursuant to and in accordance with this Section 3.15 or any
other provision of this Agreement for federal, state or other applicable
securities law violations relating to the disclosure of such information. Each
Master Servicer and Special Servicer may disclaim responsibility for any
information distributed by the Trustee or any other Master Servicer or Special
Servicer for which such Master Servicer or Special Servicer is not the original
source. Each Master Servicer and Special Servicer may deny any of the foregoing
Persons access to confidential information or any intellectual property which
such Master Servicer or Special Servicer is restricted by license or contract
from disclosing. Notwithstanding the foregoing, each Master Servicer and Special
Servicer shall maintain separate from such confidential information and
intellectual property, all documentation regarding the Loans that is not
confidential.

      (d) Notwithstanding the obligations of the Master Servicers set forth in
the preceding provisions of this Section 3.15, each Master Servicer may (i)
withhold any information not yet included in a Form 8-K filed with the
Commission or otherwise made publicly available with respect to which the
Trustee or such Master Servicer has determined that such withholding is
appropriate and (ii) deny any of the foregoing Persons access to confidential
information or any intellectual property which such Master Servicer or Special
Servicer is restricted by license or contract from disclosing. Notwithstanding
the foregoing, each Master Servicer and Special Servicer shall maintain separate
from such confidential information and intellectual property, all documentation
regarding the Loans that is not confidential.

      (e) With respect to any information or report furnished by a Master
Servicer or Special Servicer pursuant to this Section 3.15, such Master Servicer
or Special Servicer may (i) indicate the source of such information and may
affix thereto any disclaimer it deems appropriate in its discretion, (ii) as a
condition to making any report or information available upon request to any
Person other than the parties hereto, require that the recipient of such
information or report acknowledge that such Master Servicer or such Special
Servicer may contemporaneously provide such information or report to the
Depositor, the Trustee, the Initial Purchaser, any Underwriter, any Rating
Agency and/or Certificateholders or Certificate Owners, and (iii) with respect
to any transmittal of information or reports to any Person other than the
Trustee, the Rating Agencies or the Depositor, attach a letter containing the
following provision:

      By receiving the information set forth herein, you hereby acknowledge and
      agree that the United States securities laws restrict any person who
      possesses material, non-public information regarding the Trust which
      issued Credit Suisse First Boston Mortgage Securities Corp., Commercial
      Mortgage Pass-Through Certificates, Series 2006-C1 from purchasing or
      selling such Certificates in circumstances where the other party to the
      transaction is not also in possession of such information. You also
      acknowledge and agree that such information is being provided to you for
      the purposes of, and such information may be used only in connection with,
      evaluation by you or another Certificateholder, Certificate Owner or
      prospective purchaser of such Certificates or beneficial interest therein.

      (f) In addition, each of the Master Servicers and the Special Servicers
may condition any disclosure upon the recipient entering into a reasonable and
customary confidentiality agreement reasonably acceptable to such Master
Servicer or Special Servicer regarding such disclosure to it and which may
provide indemnification to such Master Servicer or Special Servicer. Without
limiting the foregoing, in connection with providing access to or copies of the
items described in this Section 3.15 to Certificateholders, Certificate Owners,
prospective purchasers of Certificates or interests therein or investment
advisors of any of the foregoing or, with respect to the Directing
Certificateholder, in connection with providing access to or copies of any items
in accordance with the Agreement, each Master Servicer or Special Servicer, as
the case may be, may require: (i) in the case of Certificateholders, Certificate
Owners, the Directing Certificateholder or investment advisors representing such
Persons, a confirmation executed by the requesting Person substantially in the
form of Exhibit S-1 hereto (or such other form as may be reasonably acceptable
to such Master Servicer or Special Servicer, and which may provide
indemnification to such Master Servicer or Special Servicer), generally to the
effect that such Person is a registered or beneficial holder of Certificates or
an investment advisor representing such Person, and is requesting the
information solely for use in evaluating such Person's investment in the
Certificates and will otherwise keep such information confidential; and (ii) in
the case of a prospective purchaser or an investment advisor representing such
Person, a confirmation executed by the requesting Person substantially in the
form of Exhibit S-2 hereto (or such other form as may be reasonably acceptable
to such Master Servicer or Special Servicer, and which may provide
indemnification to such Master Servicer or Special Servicer), generally to the
effect that such Person is a prospective purchaser of a Certificate or an
interest therein or an investment advisor representing such Person, and is
requesting the information solely for use in evaluating a possible investment in
the Certificates and will otherwise keep such information confidential.

      Section 3.16. Title to REO Property; REO Account. (a) If title to any REO
Property is acquired, the deed or certificate of sale shall be issued to the
Trustee (or its nominee) on behalf of the Certificateholders (and for the
benefit of the related Junior Loan Holder(s), as applicable, if such REO
Property is related to any CBA A/B Loan Pair). The applicable Special Servicer,
on behalf of the Trust Fund, shall sell any such REO Property in accordance with
Section 3.18(d) and, in any event, prior to the close of the third calendar year
beginning after the year in which the Trust Fund acquires ownership of such REO
Property for purposes of Section 860G(a)(8) of the Code, unless the applicable
Special Servicer either (i) is granted an extension of time (an "REO Extension")
by the Internal Revenue Service to sell such REO Property (a copy of which shall
be delivered to the Trustee) or (ii) obtains for the Trustee and the applicable
Master Servicer an Opinion of Counsel (the cost of which shall be paid as a
Servicing Advance), addressed to the Trustee and the applicable Master Servicer,
to the effect that the holding by the Trust Fund of such REO Property after such
period will not result in the imposition of taxes on "prohibited transactions"
of the Trust Fund or any Trust REMIC as defined in Section 860F of the Code or
cause any Trust REMIC to fail to qualify as a REMIC for federal or applicable
state tax purposes at any time that any Loan REMIC Regular Interests,
Uncertificated Lower-Tier Interests or Certificates are outstanding. If the
applicable Special Servicer is granted the REO Extension or obtains the Opinion
of Counsel contemplated by clause (ii) above, the applicable Special Servicer
shall sell such REO Property within such period as is permitted by such REO
Extension or such Opinion of Counsel. Any expense incurred by the applicable
Special Servicer in connection with its being granted the REO Extension or its
obtaining the Opinion of Counsel contemplated by clause (ii) above shall be an
expense of the Trust Fund payable out of the Collection Account pursuant to
Section 3.05(a).

      (b) The applicable Special Servicer shall segregate and hold all funds
collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur in
respect of any REO Property, the applicable Special Servicer shall establish and
maintain an REO Account, held on behalf of the Trustee in trust for the benefit
of the Certificateholders (and for the benefit of the related Junior Loan
Holder(s), as applicable, if such REO Property is related to any CBA A/B Loan
Pair or the Saint Louis Galleria Total Loan), for the retention of revenues and
other proceeds derived from each REO Property for which such Special Servicer is
the applicable Special Servicer. Each REO Account shall be an Eligible Account.
The applicable Special Servicer shall deposit, or cause to be deposited, in its
REO Account, within one Business Day after receipt, all REO Revenues, Insurance
and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO
Property. Funds in an REO Account may be invested only in Permitted Investments
in accordance with Section 3.06. Each Special Servicer shall give notice to the
Trustee and the applicable Master Servicer(s) of the location of its REO Account
when first established and of the new location of its REO Account prior to any
change thereof.

      (c) The applicable Special Servicer shall withdraw from its REO Account
funds necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
such REO Account relating to such REO Property. On each Determination Date, the
applicable Special Servicer shall withdraw from its REO Account and remit to the
applicable Master Servicer for deposit into its Collection Account the aggregate
of all amounts received in respect of each REO Property during the most recently
ended Due Period, net of any withdrawals made out of such amounts pursuant to
the preceding sentence; provided, however, that the applicable Special Servicer
may retain in its REO Account, in accordance with the Servicing Standard, such
portion of such balance as may be necessary to maintain a reasonable reserve for
repairs, replacements, leasing, management and tenant improvements and other
related expenses for each REO Property. In addition, on each Determination Date,
the applicable Special Servicer shall provide the applicable Master Servicer
with a written accounting of amounts deposited in such Master Servicer's
Collection Account on such date.

      (d) Each Special Servicer shall keep and maintain separate records, on a
property-by-property basis, for the purpose of accounting for all deposits to,
and withdrawals from, such Special Servicer's REO Account pursuant to Section
3.16(b) or (c).

      (e) The REO Property and the related REO Account with respect to the
Carlton Court Apartments Loan REMIC shall be treated as assets of such REMIC for
all purposes of this Agreement.

      Section 3.17. Management of REO Property. (a) If title to any REO Property
is acquired, the applicable Special Servicer shall manage, conserve, protect,
operate and lease such REO Property for the benefit of the Certificateholders
(and for the benefit of the related Junior Loan Holder(s), as applicable, if
such REO Property is related to any CBA A/B Loan Pair or the Saint Louis
Galleria Total Loan) solely for the purpose of its timely disposition and sale
in a manner that does not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by the Trust Fund of any "income from non-permitted
assets" within the meaning of Section 860F(a)(2)(B) of the Code. Subject to the
foregoing, however, the applicable Special Servicer shall have full power and
authority to do any and all things in connection therewith as are in the best
interests of and for the benefit of the Certificateholders (and for the benefit
of the related Junior Loan Holder(s), as applicable, if such REO Property is
related to any CBA A/B Loan Pair or the Saint Louis Galleria Total Loan) (as
determined by the applicable Special Servicer in its good faith and reasonable
judgment) and, consistent therewith, shall withdraw from the applicable Special
Servicer's REO Account, to the extent of amounts on deposit therein with respect
to such REO Property, funds necessary for the proper operation, management,
leasing, maintenance and disposition of such REO Property, including, without
limitation:

            (i) all Insurance Policy premiums due and payable in respect of such
      REO Property;

            (ii) all real estate taxes and assessments in respect of such REO
      Property that may result in the imposition of a lien thereon;

            (iii) any ground rents in respect of such REO Property, if
      applicable; and

            (iv) all costs and expenses necessary to maintain and lease such REO
      Property.

      To the extent that amounts on deposit in the related REO Account in
respect of any REO Property are insufficient for the purposes set forth in
clauses (i) through (iv) above with respect to such REO Property, subject to
Section 3.03(c), the applicable Master Servicer shall advance from its own
funds, as a Servicing Advance, such amount as is necessary for such purposes
unless (as evidenced by an Officer's Certificate delivered to the Trustee and
the Depositor) such advances would, if made, constitute Nonrecoverable Servicing
Advances.

      (b) Without limiting the generality of the foregoing, the applicable
Special Servicer shall not:

            (i) permit the Trust Fund to enter into, renew or extend any New
      Lease with respect to any REO Property, if the New Lease by its terms will
      give rise to any income that does not constitute Rents from Real Property;

            (ii) permit any amount to be received or accrued under any New Lease
      other than amounts that will constitute Rents from Real Property;

            (iii) authorize or permit any construction on any REO Property,
      other than the repair or maintenance thereof or the completion of a
      building or other improvement thereon, and then only if more than 10% of
      the construction of such building or other improvement was completed
      before default on the related Loan became imminent, all within the meaning
      of Section 856(e)(4)(B) of the Code; or

            (iv) Directly Operate, or allow any other Person, other than an
      Independent Contractor, to Directly Operate, any REO Property on any date
      more than 90 days after its Acquisition Date;

unless, in any such case, the applicable Special Servicer has obtained an
Opinion of Counsel (the cost of which shall be paid by the applicable Master
Servicer as a Servicing Advance unless non-recoverable) to the effect that such
action will not cause such REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code at any time that
it is held by the Trust Fund, in which case the applicable Special Servicer may
take such actions as are specified in such Opinion of Counsel. Except as limited
above in this Section 3.17 and by Section 3.17(c), the applicable Special
Servicer shall be permitted to cause the Trust Fund to earn "net income from
foreclosure property," subject to the Servicing Standard.

      (c) The applicable Special Servicer shall contract with any Independent
Contractor for the operation and management of any REO Property within 90 days
of the Acquisition Date thereof, provided that:

            (i) the terms and conditions of any such contract may not be
      inconsistent herewith and shall reflect an agreement reached at arm's
      length;

            (ii) the fees of such Independent Contractor (which shall be an
      expense of the Trust Fund and, in the case of an REO Property related to a
      Serviced Loan Combination, of the related Junior Loan Holder(s)) shall be
      reasonable and customary in light of the nature and locality of such REO
      Property;

            (iii) any such contract shall require, or shall be administered to
      require, that the Independent Contractor (A) pay all costs and expenses
      incurred in connection with the operation and management of such REO
      Property, including, without limitation, those listed in subsection (a)
      hereof, and (B) remit all related revenues collected (net of its fees and
      such costs and expenses) to the applicable Special Servicer upon receipt;

            (iv) none of the provisions of this Section 3.17(c) relating to any
      such contract or to actions taken through any such Independent Contractor
      shall be deemed to relieve the applicable Special Servicer of any of its
      duties and obligations hereunder with respect to the operation and
      management of any such REO Property; and

            (v) the applicable Special Servicer shall be obligated with respect
      thereto to the same extent as if it alone were performing all duties and
      obligations in connection with the operation and management of such REO
      Property.

      A Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of such Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.

      (d) When and as necessary, the applicable Special Servicer shall send to
the Trustee and the applicable Master Servicer a statement prepared by the
applicable Special Servicer setting forth the amount of net income or net loss,
as determined for federal income tax purposes, resulting from the operation and
management of a trade or business on, the furnishing or rendering of a
non-customary service to the tenants of, or the receipt of any other amount not
constituting Rents from Real Property in respect of, any REO Property in
accordance with Sections 3.17(a) and 3.17(b).

      Section 3.18. Sale of Defaulted Loans and REO Properties. (a) None of the
Master Servicers, the Special Servicers and/or the Trustee may sell or purchase,
or permit the sale or purchase of, a Loan or REO Property except on the terms
and subject to the conditions set forth in this Section 3.18 or as otherwise
expressly provided in or contemplated by Section 2.03(b) and Section 9.01 or in
any related Intercreditor Agreement or mezzanine loan intercreditor agreement.

      (b) If any Loan becomes a Defaulted Loan, then the applicable Special
Servicer shall promptly so notify in writing the Trustee, the applicable Master
Servicer and the Directing Certificateholder, and with respect to any related
Junior Loan of a Serviced Loan Combination, any related Junior Loan Holder(s).
The Directing Certificateholder (but, with respect to the Carlton Court
Apartments Loan, not the Directing Certificateholder of such Loan, unless it is
also the series 2006-C1 Directing Certificateholder) may, at its option,
purchase any Defaulted Loan out of the Trust Fund at a cash price equal to the
applicable purchase price. The Directing Certificateholder may, after receipt of
the notice described in the first sentence of this Section 3.18(b), assign its
option under the preceding sentence to any Person (including, without
limitation, in connection with an A Loan, any related Junior Loan Holder),
provided that the Directing Certificateholder, in connection therewith, shall
deliver to the Trustee and the applicable Special Servicer a copy of the related
written assignment executed by the Directing Certificateholder, provided,
further, that with respect to any A Loan, the option holder's rights under this
Section 3.18(b) are subject to Section 3.32 and to the rights of the holder of
the related Junior Loan and, in some cases, a related mezzanine loan to purchase
such A Loan pursuant to the terms of a related Intercreditor Agreement or by a
mezzanine lender pursuant to the related mezzanine loan intercreditor agreement.
The option with respect to an A Loan shall terminate upon the purchase of such A
Loan, subject to Section 3.32, by the holder of the related Junior Loan pursuant
to the related Intercreditor Agreement or by a mezzanine lender pursuant to the
related mezzanine loan intercreditor agreement. The Purchase Price for any
Defaulted Loan purchased under this Section 3.18(b) shall be deposited into the
applicable Collection Account, and the Trustee, upon receipt of an Officer's
Certificate from the applicable Master Servicer to the effect that such deposit
has been made, shall release or cause to be released to the Certificateholder(s)
effecting such purchase (or to its or their designee) the related Mortgage File,
and shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be provided to it and are reasonably
necessary to vest in such Certificateholder(s) ownership of such Loan. In
connection with any such purchase, the applicable Special Servicer shall deliver
the related Servicing File to the Certificateholder(s) effecting such purchase
(or to its or their designee).

      If not exercised sooner, such purchase option with respect to any
Defaulted Loan will automatically terminate upon (i) the related Borrower's (or,
subject to Section 3.32 and the related Intercreditor Agreement, any Junior Loan
Holder's) cure of all defaults on the Defaulted Loan, (ii) the acquisition on
behalf of the Trust, among others, of title to the related Mortgaged Property by
foreclosure or deed in lieu of foreclosure or (iii) the modification, waiver or
pay-off (full or discounted) of the Defaulted Loan in connection with a workout.

      The purchase price for any Defaulted Loan purchased under this Section
3.18(b) or any Defaulted Loan purchased by the applicable Special Servicer under
Section 3.18(c) shall, (i) pending determination of the Fair Value thereof
pursuant to the succeeding sentence, be the Purchase Price calculated in
accordance with the definition of Purchase Price, and (ii) following
determination of the Fair Value pursuant to the succeeding sentence, be the Fair
Value. The applicable Special Servicer shall promptly obtain an Appraisal
(unless it has an Appraisal that is less than 12 months old and has no actual
knowledge of, or notice of, any event which in the applicable Special Servicer's
judgment would materially affect the validity of such Appraisal), and shall,
within 60 days following the date on which a Loan becomes a Defaulted Loan,
determine the "Fair Value" thereof in accordance with the Servicing Standard. In
determining the Fair Value of any Defaulted Loan the applicable Special Servicer
shall take into account, among other factors, the period and amount of the
delinquency on such Loan, the occupancy level and physical condition of the
related Mortgaged Property, the state of the local economy in the area where the
Mortgaged Property is located, the expected recovery of such Loan if the
applicable Special Servicer were to pursue workout or foreclosure strategies
instead of the purchase option being exercised. In addition, the applicable
Special Servicer shall refer to all relevant information contained in the
Servicing File, including the most recent Appraisal obtained or conducted with
respect to the related Mortgaged Property and available objective third-party
information obtained from generally available sources, as well as information
obtained from vendors providing real estate services to the applicable Special
Servicer, concerning the market for distressed real estate loans and the real
estate market for the subject property type in the area where the related
Mortgaged Property is located based on the Appraisal. The applicable Special
Servicer must give prompt written notice of its Fair Value determination to the
Trustee, the applicable Master Servicer, the Directing Certificateholder and,
with respect to any Serviced Loan Combination, each related Junior Loan Holder,
as applicable.

      The applicable Special Servicer shall be required to change from time to
time thereafter, its determination of the Fair Value of a Defaulted Loan based
upon changed circumstances, new information or otherwise, in accordance with the
Servicing Standard. If the most recent Fair Value calculation was made more than
90 days prior to the exercise date of a purchase option (under this Section
3.18(b) or Section 3.18(c), then the applicable Special Servicer shall confirm
or revise the Fair Value determination, which Fair Value may be higher or lower.
In the event that the applicable Special Servicer or a Directing
Certificateholder or assignee thereof that is an Affiliate of the applicable
Special Servicer proposes to purchase a Defaulted Loan, the applicable Master
Servicer or, if the applicable Master Servicer is then an Affiliate of the
applicable Special Servicer, the Trustee shall determine whether the applicable
Special Servicer's determination of Fair Value for a Defaulted Loan constitutes
a fair price in its reasonable judgment. The Master Servicer making such
determination in accordance with the preceding sentence shall be entitled to
receive from the applicable Special Servicer all information in the applicable
Special Servicer's possession relevant to making such determination and shall be
further entitled to a fee of $2,500 in connection with each such Fair Value
determination. All reasonable costs and expenses of the applicable Special
Servicer and Master Servicer in connection with the determination of the Fair
Value of a Defaulted Loan will be reimbursable as Servicing Advances.

      Unless and until the purchase option granted hereunder with respect to a
Defaulted Mortgage Loan is exercised, the applicable Special Servicer will be
required to pursue such other resolution strategies available hereunder,
including workout and foreclosure, consistent with the Servicing Standard, but
the applicable Special Servicer will not be permitted to sell such Defaulted
Loan other than pursuant to the exercise of such purchase option.

      (c) If the Directing Certificateholder or an assignee thereof has not
purchased any Defaulted Loan provided in Section 3.18(b) within 20 days of such
Holders' having received notice of the calculation of Fair Value pursuant to
Section 3.18(b), then the Trustee shall within five days of the end of such
20-day period send notice to the applicable Special Servicer that such Loan was
not purchased by such Directing Certificateholder, and the applicable Special
Servicer may, at its option, within 20 days after receipt of such notice,
purchase (or designate an Affiliate thereof to purchase) such Loan out of the
Trust Fund at a cash price equal to the applicable purchase price contemplated
under Section 3.18(b). The purchase price for any such Loan purchased under
Section 3.18 shall be deposited into the Collection Account maintained by the
applicable Master Servicer, and the Trustee, upon receipt of an Officer's
Certificate from the applicable Master Servicer to the effect that such deposit
has been made, shall release or cause to be released to the applicable Special
Servicer (or the designated Affiliate thereof), as applicable, the related
Mortgage File, and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as shall be provided to it and are
reasonably necessary to vest in the applicable Special Servicer (or the
designated Affiliate thereof), as applicable, the ownership of such Loan. Upon
the expiration of the right of the applicable Special Servicer to purchase such
Defaulted Loan, the Directing Certificateholder shall have such option,
exclusively. Nothing in this Section 3.18(c) shall be deemed to limit the
ability of any Junior Loan Holder to purchase the related A Loan in accordance
with Section 3.32 or the related Intercreditor Agreement.

      (d) The applicable Special Servicer shall use reasonable efforts to
solicit bids for each REO Property in such manner as will be reasonably likely
to realize a fair price within the time period provided for by Section 3.16(a).
Such solicitation shall be made in a commercially reasonable manner. The
applicable Special Servicer shall accept the highest cash bid received from any
Person for such REO Property in an amount at least equal to the Purchase Price
therefor; provided, however, that in the absence of any such bid, the applicable
Special Servicer shall accept the highest cash bid received from any Person that
is determined by the applicable Special Servicer to be a fair price for such REO
Property. If the applicable Special Servicer reasonably believes that it will be
unable to realize a fair price for any REO Property within the time constraints
imposed by Section 3.16(a), then the applicable Special Servicer shall dispose
of such REO Property upon such terms and conditions as the applicable Special
Servicer shall deem necessary and desirable to maximize the recovery thereon
under the circumstances and, in connection therewith, shall accept the highest
outstanding cash bid, regardless of from whom received. If the applicable
Special Servicer determines with respect to any REO Property that the offers
being made with respect thereto are not in the best interests of the
Certificateholders (or the related Junior Loan Holder(s), as applicable, if such
REO Property is related to any CBA A/B Loan Pair or the Saint Louis Galleria
Total Loan), in each case, taken as a collective whole, and that the end of the
period referred to in Section 3.16(a) with respect to such REO Property is
approaching, the applicable Special Servicer shall seek an extension of such
period in the manner described in Section 3.16(a); provided, however, that the
applicable Special Servicer shall use its best efforts, consistent with the
Servicing Standard, to sell any REO Property prior to three years prior to the
Rated Final Distribution Date.

      The applicable Special Servicer shall give the Trustee, the applicable
Master Servicer and, with respect to any Serviced Loan Combination, each related
Junior Loan Holder, if any, not less than three Business Days' prior written
notice of its intention to sell any REO Property. No Interested Person shall be
obligated to submit a bid to purchase any REO Property, and notwithstanding
anything to the contrary herein, neither the Trustee, in its individual
capacity, nor any of its Affiliates may bid for or purchase any REO Property
pursuant hereto.

      (e) Whether any cash bid constitutes a fair price for any REO Property for
purposes of Section 3.18(d), shall be determined by the applicable Special
Servicer, if the highest bidder is a Person other than the applicable Special
Servicer or an Affiliate thereof, and by the Trustee if the highest bidder is
the applicable Special Servicer or an Affiliate thereof. In determining whether
any bid received from the applicable Special Servicer or an Affiliate thereof
represents a fair price for any REO Property, the applicable Special Servicer
and the applicable Master Servicer shall obtain and may conclusively rely on the
opinion of an Appraiser (the fees and costs of which shall be covered by a
Servicing Advance by the applicable Master Servicer) retained by (i) the
applicable Master Servicer, if the highest bidder is the applicable Special
Servicer or an Affiliate thereof or (ii) the applicable Special Servicer, in any
other case. In determining whether any bid constitutes a fair price for any REO
Property, such Appraiser shall be instructed to take into account, as
applicable, among other factors, the period and amount of any delinquency on the
affected REO Loan, the occupancy level and physical condition of the REO
Property, the state of the local economy and the obligation to dispose of any
REO Property within the time period specified in Section 3.16(a). The Purchase
Price for any REO Property shall in all cases be deemed a fair price.

      Subject to subsections (a) through (d) above, the applicable Special
Servicer shall act on behalf of the Trustee and, in the case of any Serviced
Loan Combination, the related Junior Loan Holder(s), in negotiating and taking
any other action necessary or appropriate in connection with the sale of any REO
Property, and the collection of all amounts payable in connection therewith. Any
sale of any REO Property shall be final and without recourse to the Trustee or
the Trust Fund, and if such sale is consummated in accordance with the terms of
this Agreement, neither the applicable Special Servicer nor the applicable
Master Servicer shall have any liability to any Certificateholder and, with
respect to any Serviced Loan Combination, to any Junior Loan Holder, with
respect to the purchase price therefor accepted by the applicable Special
Servicer or the applicable Master Servicer.

      (f) Any sale of any Defaulted Loan or REO Property shall be for cash only.

      (g) The parties hereto acknowledge the purchase option of each B Loan
Holder with respect to the related A Loan provided for in the related
Intercreditor Agreement. The purchase price paid by any B Loan Holder for the
related A Loan in accordance with such purchase option shall be deposited into
the Collection Account, and the Trustee, upon receipt of written notice from the
Master Servicer to the effect that such deposit has been made, shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as shall be provided to it and are reasonably necessary to vest
ownership of such Mortgage Loan in the related B Loan Holder.

      (h) If pursuant to any purchase option provided for in the related
intercreditor, co-lender or similar agreement, a Mezzanine Loan Holder purchases
any Loan, then the purchase price paid by such Mezzanine Loan Holder for such
Loan in accordance with such purchase option shall be deposited into the
Collection Account, and the Trustee, upon receipt of written notice from the
Master Servicer to the effect that such deposit has been made, shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as shall be provided to it and are reasonably necessary to vest
ownership of such Loan in such Mezzanine Loan Holder.

      Section 3.19. Additional Obligations of the applicable Master Servicer and
Special Servicer; Inspections; Appraisals. (a) The applicable Master Servicer
(or, with respect to each Specially Serviced Loan and REO Property and each Loan
described in Section 3.19(b) below, the applicable Special Servicer at the
expense of the Trust Fund) shall physically inspect or cause to be physically
inspected (which inspection may be conducted by an independent third party
contractor), at its own expense, each Mortgaged Property with respect to each
Loan for which it is the applicable Master Servicer at such times and in such
manner as are consistent with the Servicing Standard, but in any event shall
inspect each Mortgaged Property (A) with a Stated Principal Balance equal to or
greater than $2,000,000 at least once every 12 months and (B) with a Stated
Principal Balance of less than $2,000,000 at least once every 24 months, in each
case commencing in May 2007 (or at such lesser frequency as each Rating Agency
shall have confirmed in writing to the applicable Master Servicer, will not
result a downgrade, qualification or withdrawal of then-current ratings assigned
to any Class of the Certificates) and (C) if the Loan becomes a Specially
Serviced Loan, as soon as practicable and thereafter at least once every 12
months for so long as such condition exists. The applicable Master Servicer or
applicable Special Servicer, as applicable, shall send or make available on its
website each inspection report (i) to Fitch and S&P upon request, (ii) to the
Series 2006-C1 Directing Certificateholder and any Requesting Subordinate
Certificateholder (at the expense of such Requesting Holder), (iii) to the
Trustee upon request and (iv) solely as it relates to any related Junior Loan of
a Serviced Loan Combination and so long as the related Junior Loan Holder is not
the related Borrower or Borrower affiliate, to the related Junior Loan Holder.

      (b) With respect to each Loan that allows the mortgagee to terminate, or
cause the related Borrower to terminate, the related Manager upon the occurrence
of certain events specified in such Loan, the applicable Master Servicer or
Special Servicer may enforce the Trustee's rights with respect to the Manager
under the related Loan and Management Agreement, provided that, if such right
accrues under the related Loan or Management Agreement only because of the
occurrence of the related Anticipated Repayment Date, if any, the applicable
Master Servicer or Special Servicer may in its sole discretion, in accordance
with the Servicing Standard, waive such right with respect to such date. If the
applicable Master Servicer or Special Servicer is entitled to terminate the
Manager, the applicable Master Servicer or Special Servicer shall promptly give
notice to the Directing Certificateholder and, with respect to Significant
Loans, to each Rating Agency and, with respect to any Serviced Loan Combination,
to the related Junior Loan Holder(s); provided, however, that such notice shall
not be required in respect of the Co-op Loans. In accordance with the Servicing
Standard, and, with the consent of the Directing Certificateholder (which
consent shall be deemed granted if not denied within 10 Business Days), the
applicable Master Servicer or Special Servicer shall cause the Borrower to
terminate the Manager, and to recommend a Successor Manager (meeting the
requirements set forth below) only if it determines in its reasonable discretion
that such termination is not likely to result in successful litigation against
the Trust Fund by such Manager or the related Borrower, or create a defense to
the enforcement of remedies under such Loan; provided, however, no such consent
of the Directing Certificateholder shall be required in connection with the
termination of a Manager of a residential cooperative property with a Stated
Principal Balance less than $5,000,000.

      With respect to the Loans identified as CWA Portfolio and NEI Portfolio on
the Mortgage Loan Schedule, any appointment by the applicable Master Servicer or
the applicable Special Servicer of a replacement manager or replacement
management agreement (to the extent permitted by the related Loan document)
shall be effected only if such party has received a written confirmation from
each of the Rating Agencies, that such action or agreement would not cause such
Rating Agency to withdraw, downgrade or qualify any of the then-current ratings
on the Certificates.

      The applicable Master Servicer or Special Servicer shall effect such
termination only if the applicable Special Servicer has, in the case of any
Specially Serviced Loan that is a Significant Loan, received a written
confirmation from each of the Rating Agencies, that the appointment of such
Successor Manager would not cause such Rating Agency to withdraw, downgrade or
qualify any of the then-current ratings on the Certificates. If a Manager is
otherwise terminated or resigns under the related Management Agreement and the
related Borrower does not appoint a Successor Manager, the applicable Master
Servicer or Special Servicer shall use its best efforts to retain a Successor
Manager (or the recommended Successor Manager, if any) on terms substantially
similar to the Management Agreement or, failing that, on terms as favorable to
the Trust Fund as can reasonably be obtained. For the purposes of this
paragraph, a "Successor Manager" shall be a professional management corporation
or business entity reasonably acceptable to the applicable Master Servicer or
Special Servicer which (i) manages, and is experienced in managing, other
comparable commercial and/or multifamily properties, (ii) in the case of
Significant Loans, will not result in a downgrade, qualification or withdrawal
of then-current ratings assigned to the Certificates by each Rating Agency, as
confirmed by such Rating Agency in writing (if required pursuant to the first
sentence of this paragraph), and (iii) otherwise satisfies any criteria set
forth in the Mortgage and related documents.

      (c) The applicable Special Servicer shall be required to obtain any
Appraisal (the cost of which shall be paid by the applicable Master Servicer as
a Servicing Advance or, in the event such Servicing Advance would be a
Nonrecoverable Advance, an expense of the Trust Fund) required in connection
with an Appraisal Reduction Event or perform an internal valuation (which
Appraisal or internal valuation shall ascribe a value for any residential
cooperative property based on the value of such property as if operated as a
residential cooperative) within 60 days after the occurrence of such Appraisal
Reduction Event (provided that in no event shall the period to receive such
Appraisal exceed 120 days from the occurrence of the event that, with the
passage of time, would become such Appraisal Reduction Event) with respect to
any Loan and Junior Loan for which such Special Servicer is the applicable
Special Servicer. Upon receipt, the applicable Special Servicer shall send a
copy of such Appraisal or internal valuation to the Master Servicer, the
Certificate Owners of the Controlling Class, any Requesting Subordinate
Certificateholder (at the expense of such requesting Holder) and, with respect
to any Serviced Loan Combination, each related Junior Loan Holder provided the
Junior Loan Holder is not the related Borrower or any Affiliate of the Borrower,
if any; provided, however, that as to each such Appraisal or internal valuation,
if beneficial ownership of the Controlling Class resides in more than one
Certificate Owner, the applicable Special Servicer shall be responsible only for
the expense of providing the first such copy thereof and shall be entitled to
reimbursement from the Controlling Class for the expense of any additional
copies so provided. If neither a required Appraisal is received, nor an internal
valuation completed, by such date, the Appraisal Reduction Amount for the
subject Loan or Serviced Loan Combination shall be conclusively established to
be 25% of the Stated Principal Balance of such Loan or Serviced Loan Combination
as of the date of the related Appraisal Reduction Event; provided that the
obligation of the applicable Special Servicer to obtain such Appraisal or
complete such internal valuation shall continue until such Appraisal is obtained
or such internal valuation is completed. On the first Determination Date
occurring on or after the delivery of such Appraisal or the completion of such
internal valuation, and on each Determination Date thereafter (unless and until
the subject Loan becomes a Corrected Loan), the applicable Master Servicer shall
calculate and report (using the CMSA's appraisal reduction template, if any) to
the applicable Special Servicer the Appraisal Reduction Amount taking into
account such Appraisal or internal valuation. The applicable Special Servicer
shall verify the accuracy of the mathematical computation of the Appraisal
Reduction Amount by the applicable Master Servicer and that the amounts used
therein are consistent with the applicable Special Servicer's records and shall
confirm such verification in writing to the Master Servicer not later than 1:00
p.m., New York City time on such Determination Date. Subject to the immediately
preceding sentence, the applicable Master Servicer may conclusively rely on such
confirmation by the applicable Special Servicer of an Appraisal Reduction
Amount.

      (d) With respect to each Loan or Junior Loan as to which an Appraisal
Reduction Event has occurred (unless such loan has become a Corrected Loan and
has remained current for twelve consecutive Monthly Payments for such purposes,
taking into account any amendment or modification of such Loan, and with respect
to which no other Appraisal Reduction Event or Servicing Transfer Event has
occurred and is continuing), the applicable Special Servicer shall, within 30
days of each annual anniversary of such Appraisal Reduction Event, order an
Appraisal (which may be an update of a prior Appraisal), or with respect to any
Loan with an outstanding principal balance less than $2,000,000, perform an
internal valuation or obtain an Appraisal (which may be an update of a prior
Appraisal), the cost of which shall be paid by the applicable Master Servicer as
a Servicing Advance. Upon receipt, the applicable Special Servicer shall send a
copy of such Appraisal to the Certificate Owners of the Controlling Class, any
Requesting Subordinate Certificateholder (at the expense of such requesting
Holder) and, with respect to any Serviced Loan Combination, each related Junior
Loan Holder, if any; provided, however, that as to each such Appraisal, if
beneficial ownership of the Controlling Class resides in more than one
Certificate Owner, the applicable Special Servicer shall be responsible only for
the expense of providing the first such copy thereof to the Directing
Certificateholder and shall be entitled to reimbursement from the other
Certificateholders of the Controlling Class for the expense of any additional
copies so provided. Such Appraisal or internal valuation or percentage
calculation of the Appraisal Reduction described in the preceding paragraph, as
the case may be, shall be used to determine the Appraisal Reduction Amount with
respect to the subject Loan or Serviced Loan Combination for each Determination
Date (using the same procedure set forth in Section 3.19(c)) until the next
Appraisal is required pursuant to this Section 3.19(d), and such redetermined
Appraisal Reduction Amount shall replace the prior Appraisal Reduction Amount
with respect to the subject Loan or Serviced Loan Combination. Notwithstanding
the foregoing, the applicable Special Servicer will not be required to obtain an
Appraisal or perform an internal valuation, as the case may be, with respect to
a Loan or Serviced Loan Combination which is the subject of an Appraisal
Reduction Event if the applicable Special Servicer has obtained an Appraisal
with respect to the related Mortgaged Property within the 12-month period
immediately prior to the occurrence of such Appraisal Reduction Event, unless
the applicable Special Servicer, in the exercise of its reasonable judgment, has
reason to believe there has been a material adverse change in the value of the
related Mortgaged Property. Instead, the applicable Special Servicer may use
such prior Appraisal in calculating any Appraisal Reduction Amount with respect
to such Loan or Serviced Loan Combination.

      With respect to any Loan or Junior Loan as to which an Appraisal Reduction
Event has occurred and which has become a Corrected Loan and has remained
current for twelve consecutive Monthly Payments, taking into account any
amendment or modification of such Loan, and with respect to which no other
Appraisal Reduction Event or Servicing Transfer Event has occurred and is
continuing, the applicable Special Servicer may within 30 days after the date of
such twelfth Monthly Payment, order an Appraisal (which may be an update of a
prior Appraisal), or with respect to any Loan with an outstanding principal
balance less than $2,000,000, perform an internal valuation or obtain an
Appraisal (which may be an update of a prior Appraisal), the cost of which shall
be paid by the applicable Master Servicer as a Servicing Advance. Based upon
such Appraisal or internal valuation, the applicable Special Servicer shall
redetermine and report to the Trustee, the applicable Master Servicer and, with
respect to any Serviced Loan Combination, each related Junior Loan Holder, if
any, the amount of the Appraisal Reduction with respect to the subject Loan or
Serviced Loan Combination and such redetermined Appraisal Reduction shall
replace the prior Appraisal Reduction with respect to the subject Loan or
Serviced Loan Combination.

      (e) Upon the determination that a previously made Advance in respect of
any Loan or Serviced Loan Combination is a Nonrecoverable Advance, to the extent
that the reimbursement thereof (together with interest accrued and payable
thereon) would exceed the full amount of the principal portion of general
collections deposited in the Collection Account maintained by the applicable
Master Servicer and (after giving effect to similar such reimbursements and
payments by the other Master Servicers from their respective Collection
Accounts) the principal portion of general collections deposited in the
Collection Accounts maintained by such other Master Servicers, the applicable
Master Servicer or the Trustee, in its sole discretion, as applicable, instead
of obtaining reimbursement for the remaining amount of such Nonrecoverable
Advance (together with interest accrued thereon) pursuant to Section
3.05(a)(vii) or Section 3.05(b)(v) immediately, may elect to obtain such
reimbursement over a period of time (not to exceed 6 months without the consent
of the Directing Certificateholder or 12 months in any event) for such portion
of the Nonrecoverable Advance. If the applicable Master Servicer (or the
Trustee) makes such an election in its sole discretion to defer reimbursement
with respect to all or a portion of a Nonrecoverable Advance (together with
interest thereon), then such Nonrecoverable Advance (together with interest
thereon) or portion thereof shall continue to be fully reimbursable (together
with interest accrued thereon) in the subsequent Due Period (subject, again, to
the same option, exercisable in its sole discretion, to defer; it being
acknowledged that, in such a Due Period, such Nonrecoverable Advance shall again
be payable first from principal collections as described above prior to payment
from other collections). In connection with a potential election by the
applicable Master Servicer (or the Trustee) to refrain from the reimbursement of
a particular Nonrecoverable Advance (together with interest accrued thereon) or
portion thereof during the Due Period for any Distribution Date, the applicable
Master Servicer (or the Trustee) shall further be authorized to wait for
principal collections to be received before making its determination of whether
to refrain from the reimbursement of a particular Nonrecoverable Advance
(together with interest accrued thereon) or portion thereof) until the end of
such Due Period. The foregoing shall not, however, be construed to limit any
liability that may otherwise be imposed on such Person for any failure by such
Person to comply with the conditions to making such an election under this
subsection or to comply with the terms of this subsection and the other
provisions of this Agreement that apply once such an election, if any, has been
made. Any election by the applicable Master Servicer (or the Trustee) to refrain
from reimbursing itself for any Nonrecoverable Advance (together with interest
thereon) or portion thereof with respect to any collection period shall not be
construed to impose on the applicable Master Servicer (or the Trustee) any
obligation to make such an election (or any entitlement in favor of any
Certificateholder or any other Person to such an election) with respect to any
subsequent Due Periods or to constitute a waiver or limitation on the right of
the applicable Master Servicer (or the Trustee) to otherwise be reimbursed for
such Nonrecoverable Advance (together with interest thereon). Any such election
by the applicable Master Servicer or the Trustee shall not be construed to
impose any duty on the other such party to make such an election (or any
entitlement in favor of any Certificateholder or any other Person to such an
election). Any such election by any such party to refrain from reimbursing
itself or obtaining reimbursement for any Nonrecoverable Advance or portion
thereof with respect to any one or more Due Periods shall not limit the accrual
of interest on such Nonrecoverable Advance for the period prior to the actual
reimbursement of such Nonrecoverable Advance. Any decision by the Master
Servicer to defer reimbursement will be considered decided in accordance with
the Servicing Standard.

      Section 3.20. Modifications, Waivers, Amendments and Consents. (a) Subject
to the provisions of this Section 3.20, the applicable Master Servicer and the
applicable Special Servicer may, on behalf of the Trustee, agree to any
modification, waiver or amendment of any term of any Loan without the consent of
the Trustee or any Certificateholder.

      (b) For any Loan or Serviced Loan Combination, other than a Specially
Serviced Loan, and subject to the rights of the applicable Special Servicer,
Directing Certificateholder, Saint Louis Galleria Controlling Holder or the
Directing Certificateholder of the Class CCA Certificates (as set forth in
Section 3.33), the applicable Master Servicer shall be responsible, subject to
the other requirements of this Agreement (and, if applicable, any related
mezzanine loan intercreditor agreement) with respect thereto, for any request by
a Borrower for the consent of the mortgagee or a modification, waiver or
amendment of any term thereof; provided that such consent or modification,
waiver or amendment would not (except as set forth in Section 3.02 or as set
forth in Sections 3.20(e) and 3.20(g)) affect the amount or timing of any of the
payment terms of such Loan or Serviced Loan Combination, result in the release
of the related Borrower from any material term thereunder, waive any rights
thereunder with respect to any guarantor thereof or relate to the release or
substitution of any material collateral for such Loan; provided that this
Section 3.20(b) shall not apply to any waiver or other action contemplated by
Sections 3.07 or 3.08. To the extent consistent with the foregoing, the
applicable Master Servicer shall have the right to grant approvals or waivers or
otherwise take actions with respect to, as applicable, the following (the
following items not to be considered exclusive):

            (i) approving routine leasing activity with respect to: (1) leases
      for properties that are residential cooperative properties; and (2) leases
      for properties other than residential cooperative properties and for less
      than the lesser of (A) 30,000 square feet and (b) 20% of the related
      Mortgaged Property;

            (ii) approving annual budgets for the related Mortgaged Property;
      provided that no such budget (1) relates to a fiscal year in which an
      Anticipated Repayment Date occurs, (2) except with respect to Co-op Loans,
      provides for the payment of operating expenses in an amount equal to more
      than 110% of the amounts budgeted therefor for the prior year or (3)
      provides for the payment of any material expenses to any affiliate of the
      Borrower (other than the payment of a management fee to any property
      manager if such management fee is no more than the management fee in
      effect on the Cut-off Date);

            (iii) waiving any provision of a Loan not requiring the receipt of a
      rating confirmation if such Loan is not a Significant Loan and the related
      provision of such Loan does not relate to a "due-on-sale" or
      "due-on-encumbrance" clause or defeasance (which shall be subject to the
      terms of Section 3.08 hereof) except for waivers of "due-on-encumbrance"
      clauses for Co-op Loans as to which the NCB Subordinate Debt Conditions
      are satisfied;

            (iv) subject to other restrictions herein regarding Principal
      Prepayments, waiving any provision of a Loan requiring a specified number
      of days notice prior to a Principal Prepayment;

            (v) releases of non-material parcels of a Mortgaged Property
      (provided that any such releases (1) are related to a pending or
      threatened condemnation action or (2) are releases as to which the related
      Loan Documents expressly require the mortgagee thereunder to make such
      releases upon the satisfaction of certain conditions which shall be made
      as required by the Loan Documents);

            (vi) grants of easements or rights of way or similar agreements that
      do not materially affect the use or value of a Mortgaged Property or the
      related Borrower's ability to make any payment with respect to the related
      Loan; and

            (vii) consistent with Section 3.02(a), waive any Penalty Charges in
      connection with any delinquent payment on a Loan.

            (viii) consenting to changing the property manager with respect to
      any Co-op Loan and any other Mortgage Loan with an unpaid principal
      balance of less than $5,000,000; and

            (ix) with respect to NCB Loans, disbursements in accordance with the
      terms of the applicable loan documents of any holdback amounts for work
      being performed at the subject Mortgaged Property and any other reserves
      not in the nature of an earn-out reserve.

provided, however, that if in the reasonable judgment of the applicable Master
Servicer any request by a Borrower for consent of the Mortgagee or any
modification, waiver or amendment is not included within the scope of this
subsection (b), the applicable Special Servicer shall approve or otherwise be
responsible for, as the case may be, such request in accordance with subsection
(c) below.

      (c) With respect to any request by a Borrower (to the extent such request
is not included within the scope of Section 3.20(b)) for the consent of the
mortgagee under, or for any modification, waiver or amendment of any term of any
Loan or Serviced Loan Combination that is not a Specially Serviced Loan, or if
such consent, request, modification, waiver or amendment relates to a Serviced
Loan that is on the most recent CMSA Servicer Watch List, has a Debt Service
Coverage Ratio (based on the most recently received financial statements and
calculated on a trailing twelve month basis) less than the greater of 1.1x (or,
in respect of Co-op Loans, 0.9x) and 20% less than the Debt Service Coverage
Ratio as of the Cut-off Date or with respect to which an event of default has
occurred in the preceding 12 months, the applicable Master Servicer shall
receive any such request from Borrower, and shall forward its analysis and
recommendation to the applicable Special Servicer. The applicable Special
Servicer shall approve any such recommendation (which approval shall be deemed
granted if not denied within 15 Business Days of its receipt of the applicable
Master Servicer's recommendation and any additional documents and information
that the applicable Special Servicer may reasonably request) and promptly (in
any event, within not more than 10 Business Days of its receipt of the
applicable Master Servicer's recommendation and any additional documents and
information that the applicable Special Servicer may reasonably request), if
required by Section 3.21(e) or Section 3.32(b), as applicable, forward such
analysis and recommendation to the Directing Certificateholder who (subject to
the last paragraph of Section 3.21(e) or the penultimate paragraph of Section
3.32(b), as applicable) shall approve or reject such recommendation. The
Directing Certificateholder shall, if applicable, be deemed to have approved
such recommendation if not denied within five Business Days of its receipt of
the applicable Special Servicer's recommendation and any additional documents
and information that the Directing Certificateholder may reasonably request. The
applicable Master Servicer shall then process the required documentation.

      The applicable Special Servicer shall be responsible for, and shall (when
required under Section 3.21(e) or Section 3.32, as applicable) obtain the
consent of the Directing Certificateholder (such consent to be subject to the
last paragraph of Section 3.21(e) or the penultimate paragraph of Section
3.32(b), as applicable) with respect to, any Specially Serviced Loan.

      (d) All modifications, waivers or amendments of any Loan shall be (i) in
writing (except for waivers of Penalty Charges) and (ii) effected in accordance
with the Servicing Standard.

      (e) Neither the applicable Master Servicer nor the applicable Special
Servicer, on behalf of the Trustee, shall agree or consent to (or consent to a
Primary Servicer performing), any modification, waiver or amendment of any term
of any Loan or Junior Loan that is not a Specially Serviced Loan if such
modification, waiver or amendment would:

            (i) affect the amount or timing of any related payment of principal,
      interest or other amount (including Yield Maintenance Charges, but
      excluding Penalty Charges and/or other amounts payable as additional
      servicing compensation) payable thereunder;

            (ii) affect the obligation of the related Borrower to pay a Yield
      Maintenance Charge or Static Prepayment Premium or permit a Principal
      Prepayment during any period in which the related Note prohibits Principal
      Prepayments;

            (iii) except as expressly contemplated by the related Loan Documents
      or in connection with a pending or threatened condemnation, or pursuant to
      Section 3.08(h) or 3.09(e), result in a release of the lien of the
      Mortgage on any material portion of the related Mortgaged Property without
      a corresponding Principal Prepayment in an amount not less than the fair
      market value (as determined by an appraisal by an Appraiser delivered at
      the expense of the related Borrower and upon which the applicable Master
      Servicer and the applicable Special Servicer, as applicable, may
      conclusively rely) of the property to be released; or

            (iv) in the judgment of the applicable Master Servicer or applicable
      Special Servicer, as applicable, otherwise materially impair the security
      for such Loan or Junior Loan, as the case may be, or reduce the likelihood
      of timely payment of amounts due thereon;

The applicable Special Servicer may agree (or permit the Master Servicer to
agree to) to any such modification, waiver or amendment only if: (i) in the
applicable Special Servicer's reasonable judgment, such modification, waiver or
amendment is reasonably likely to produce a greater recovery (or equal recovery)
to Certificateholders (and, in the case of any Junior Loan, the
Certificateholders and the related Junior Loan Holder(s), if any), taken as a
collective whole (and taking into consideration the subordinate nature of the
Junior Loan, if any), on a net present value basis; and (ii) unless the Loan or
Junior Loan is in default or default is reasonably foreseeable, the applicable
Special Servicer has determined (and may rely upon an Opinion of Counsel in
making such determination) that the modification, waiver or amendment will not
be a "significant modification" of such Loan or Junior Loan within the meaning
of Treasury Regulations Section 1.860G-2(b).

      (f) Notwithstanding anything herein to the contrary, with respect to each
Significant Loan, the related Master Servicer shall be responsible for obtaining
written confirmation from the Rating Agencies that a proposed action will not
result in a downgrade, qualification or withdrawal of any of the then-current
ratings assigned to the Certificates, but only to the extent such written
confirmation is required hereunder or under the terms of the relevant Loan
Documents with respect to any Loan in such Servicing Group that is not a
Specially Serviced Loan or REO Loan.

      (g) Notwithstanding Section 3.20(e), but subject to Sections 3.20(h),
3.20(i), 3.21 and 3.32, the applicable Special Servicer may (i) reduce the
amounts owing under any Specially Serviced Loan by forgiving principal, accrued
interest (including Penalty Charges) and/or any Yield Maintenance Charge or
Static Prepayment Premium, (ii) reduce the amount of the Monthly Payment on any
Specially Serviced Loan, including by way of a reduction in the related Mortgage
Rate, (iii) forbear in the enforcement of any right granted under any Note or
Mortgage relating to a Specially Serviced Loan, (iv) extend the maturity of any
Specially Serviced Loan, (v) waive Excess Interest if such waiver conforms to
the Servicing Standard, (vi) permit the release or substitution of collateral
for a Specially Serviced Loan and/or (vii) accept a Principal Prepayment during
any Lockout Period; provided that the related Borrower is in default with
respect to the Specially Serviced Loan or, in the judgment of the applicable
Special Servicer, such default is reasonably foreseeable.

      (h) Neither the applicable Master Servicer nor the applicable Special
Servicer shall consent to, make or permit (i) any modification with respect to
any Loan or Junior Loan that would change the Mortgage Rate, reduce or increase
the principal balance (except for reductions resulting from actual payments of
principal) or change the final Maturity Date (except for any change in the final
Maturity Date for up to 60 days (or, with the consent of the Directing
Certificateholder, 120 days), provided the related Borrower has delivered a firm
commitment to refinance that is acceptable to the applicable Special Servicer,
and consented to by the Directing Certificateholder, within 45 days after the
Maturity Date) of such Loan or Junior Loan, as the case may be, unless both (A)
the related Borrower is in default with respect to the Loan or Junior Loan, as
the case may be, or, in the judgment of the applicable Special Servicer, such
default is reasonably foreseeable and (B) in the sole good faith judgment of the
applicable Special Servicer and in accordance with the Servicing Standard, such
modification would increase the recovery on the subject Loan or Serviced Loan
Combination, as applicable, to Certificateholders (and, in the case of any
Serviced Loan Combination, the related Junior Loan Holder(s), as applicable),
taken as a collective whole, on a net present value basis (the relevant
discounting of amounts that will be distributable to Certificateholders, any
related Junior Loan Holder(s) to be performed at the related Mortgage Rate) or
(ii) any modification, waiver or amendment of any term of any Loan or Junior
Loan that would either (A) unless there shall exist a default with respect to
such Loan or Junior Loan (or unless the applicable Special Servicer determines
that a default is reasonably foreseeable), constitute a "significant
modification" under Treasury Regulations Section 1.860G-2(b) or (B) cause any
Trust REMIC to fail to qualify as a REMIC under the Code or result in the
imposition of any tax on "prohibited transactions" or "contributions" after the
Startup Day under the REMIC Provisions.

      The determination of the applicable Special Servicer contemplated by
clause (i)(B) of the first paragraph of this Section 3.20(h) shall be evidenced
by an Officer's Certificate to such effect delivered to the Trustee and the
applicable Master Servicer and describing in reasonable detail the basis for the
applicable Special Servicer's determination and the considerations of the
applicable Special Servicer forming the basis of such determination (which shall
include but shall not be limited to information, to the extent available, such
as related income and expense statements, rent rolls (for properties other than
residential cooperative properties), occupancy status and property inspections,
and shall include an Appraisal of the related Mortgaged Property, the cost of
which Appraisal shall be advanced by the applicable Master Servicer as a
Servicing Advance).

      (i) In no event shall the applicable Special Servicer: (i) extend the
Maturity Date of a Loan beyond a date that is three years prior to the Rated
Final Distribution Date; (ii) extend the Maturity Date of any Loan at an
interest rate less than the lower of (A) the interest rate in effect prior to
such extension or (B) then prevailing interest rate for comparable loans, as
determined by the applicable Special Servicer by reference to available indices
for commercial mortgage lending; (iii) if the subject Loan is secured by a
ground lease, extend the Maturity Date of such Loan beyond a date which is 10
years prior to the expiration of the term of such ground lease (after giving
effect to all extension options that have been exercised at that time or may
thereafter be exercised by the lender either pursuant to the applicable Loan
Documents or if the lender shall have succeeded to the rights of the Borrower
under the ground lease through foreclosure or otherwise); or (iv) defer interest
due on any Loan in excess of 5% of the Stated Principal Balance of such Loan;
provided that with respect to clause (iii) above, the applicable Special
Servicer gives due consideration to the term of such ground lease prior to any
extension beyond a date 20 years prior to the expiration of the term of such
ground lease (after giving effect to all extension options that have been
exercised at that time or may thereafter be exercised by the lender either
pursuant to the applicable Loan Documents or if the lender shall have succeeded
to the rights of the Borrower under the ground lease through foreclosure or
otherwise). In addition, no Special Servicer shall consent to any Master
Servicer taking any of the actions referred to in clauses (i)-(iv) of the prior
sentence.

      (j) Neither the applicable Master Servicer nor the applicable Special
Servicer may permit or modify a Loan to permit a voluntary Principal Prepayment
of a Loan (other than a Specially Serviced Loan) on any day other than its Due
Date, unless (i) the applicable Master Servicer or applicable Special Servicer
also collects interest thereon through the Due Date following the date of such
Principal Prepayment, (ii) otherwise permitted under the related Loan Documents,
(iii) such Principal Prepayment would not result in a Prepayment Interest
Shortfall, (iv) such Principal Prepayment is accepted by the applicable Master
Servicer or the applicable Special Servicer at the request of or with the
consent of the Directing Certificateholder or if accepted by the applicable
Master Servicer, with the consent of the applicable Special Servicer (subject to
Section 3.20(c)) or (v) it is consistent with the Servicing Standard to do so.

      (k) The applicable Master Servicer and the applicable Special Servicer
may, as a condition to granting any request by a Borrower for consent,
modification, waiver or indulgence or any other matter or thing, the granting of
which is within its discretion pursuant to the terms of the related Loan
Documents and is permitted by the terms of this Agreement, require that such
Borrower pay to it (i) as additional servicing compensation, a reasonable or
customary fee for the additional services performed in connection with such
request (provided that such fee does not constitute a "significant modification"
of such Loan under Treasury Regulations Section 1.860G-2(b)), and (ii) any
related costs and expenses incurred by it. In no event shall the applicable
Special Servicer be entitled to payment for such fees or expenses unless such
payment is collected from the related Borrower.

      (l) The applicable Special Servicer shall, except with respect to waivers
of Penalty Charges, notify the applicable Master Servicer, any related
Sub-Servicers, the Trustee and, with respect to any Serviced Loan Combination,
the related Junior Loan Holder(s), in writing, of any modification, waiver or
amendment of any term of any Loan or Junior Loan (including fees charged the
Borrower) and the date thereof, and shall deliver to the Trustee (with a copy to
the applicable Master Servicer) for deposit in the related Mortgage File and,
with respect to any Junior Loan, to the related Junior Loan Holder, as
applicable, an original counterpart of the agreement relating to such
modification, waiver or amendment, promptly (and in any event within 10 Business
Days) following the execution thereof. The applicable Master Servicer or
applicable Special Servicer, as applicable, shall notify the Rating Agencies of
any modification, waiver or amendment of any term of any Significant Loan.
Copies of each agreement whereby any such modification, waiver or amendment of
any term of any Loan or Junior Loan is effected shall be made available for
review upon prior request during normal business hours at the offices of the
applicable Master Servicer or applicable Special Servicer, as applicable,
pursuant to Section 3.26 hereof.

      (m) With respect to any Loan that permits the related Borrower, with the
consent or grant of a waiver by the mortgagee, to amend or modify the related
Borrower's organizational documents, the applicable Master Servicer or Special
Servicer may, in accordance with the Servicing Standard, consent to such action,
or grant a waiver with respect thereto, provided, however, with respect to any
such amendment or modification that the applicable Master Servicer or Special
Servicer shall deem material, the applicable Master Servicer or Special Servicer
may grant such consent only if it (i) determines that such consent or grant of
waiver is likely to result in an equal or greater recovery on a net present
value basis (discounted at the related Mortgage Rate) than the withholding of
such consent or grant of waiver, and (ii) with respect to Significant Loans,
first obtains (A) written confirmation from each Rating Agency that such consent
or grant of waiver would not, in and of itself, result in a downgrade,
qualification or withdrawal of any of the then-current ratings assigned to the
Certificates and (B) the consent of the Directing Certificateholder (subject to
the last paragraph of Section 3.21(e)) (which consent shall be deemed granted if
not denied in writing within 5 Business Days) after receipt of a written
recommendation and any reasonably requested information.

      Notwithstanding the foregoing, with respect to any request by a Borrower
under any Loan which is not a Specially Serviced Loan that has been established
as a "bankruptcy-remote entity," for the applicable Master Servicer's consent to
(x) the amendment by such Borrower of its organizational documents that would
violate any covenant of such Borrower relating to its status as a separate or
bankruptcy-remote entity or (y) any other action that would violate any covenant
of such Borrower relating to its status as a separate or bankruptcy-remote
entity, the applicable Master Servicer shall receive such request from the
Borrower and shall forward its analysis and recommendation to the applicable
Special Servicer. The applicable Special Servicer shall approve or deny any such
recommendation in accordance with, and subject to the conditions set forth in,
the prior paragraph, such approval to be deemed granted if not denied within 10
Business Days of its receipt of the applicable Master Servicer's recommendation
and any additional documents and information that the applicable Special
Servicer may reasonably request.

      (n) Any modification, waiver or amendment of any term of the Loan
Documents with respect to a Serviced Loan Combination (i) shall be performed
subject to the terms and conditions of, and (ii) shall not alter, and shall be
structured so as to preserve, the priority and preference among the applicable A
Loan and Junior Loan(s), if any, set forth in, the related Intercreditor
Agreement(s).

      (o) If there are any conflicts between this Section 3.20 and a CBA
Intercreditor Agreement, then such CBA Intercreditor Agreement shall control.

      Section 3.21. Transfer of Servicing Between Master Servicer and Special
Servicer; Record Keeping; Asset Status Report. (a) Upon determining that a
Servicing Transfer Event has occurred with respect to any Loan or Junior Loan,
the applicable Master Servicer shall promptly give notice thereof to the
applicable Special Servicer, the Trustee, each Rating Agency, the Directing
Certificateholder and any Requesting Subordinate Certificateholder (at the
expense of such requesting Holder) (and, solely as it relates to any related
Junior Loan of a Serviced Loan Combination, any related Junior Loan Holder),
shall deliver copies of the related Mortgage File and Servicing File to the
applicable Special Servicer and shall use its reasonable efforts to provide the
applicable Special Servicer with all information, documents and records
(including records stored electronically on computer tapes, magnetic discs and
the like) relating to the subject Loan or Junior Loan, as applicable, that are
in the possession of the applicable Master Servicer or available to the
applicable Master Servicer without undue burden or expense, and reasonably
requested by the applicable Special Servicer to enable it to assume its
functions hereunder with respect thereto. The applicable Master Servicer shall
use its reasonable efforts to comply with the preceding sentence within five
Business Days of the occurrence of each related Servicing Transfer Event and in
any event shall continue to act as Master Servicer and administrator of the
subject Loan or Junior Loan, as applicable, until the applicable Special
Servicer has commenced the servicing of such Loan. The Trustee shall deliver to
the Underwriters, the Initial Purchasers and each Holder of a Certificate of the
Controlling Class, a copy of the notice of such Servicing Transfer Event
provided by the applicable Master Servicer to the applicable Special Servicer
pursuant to this Section.

      Upon determining that a Specially Serviced Loan (other than an REO Loan)
has become a Corrected Loan (provided no additional Servicing Transfer Event is
foreseeable in the reasonable judgment of the applicable Special Servicer) and
that no other Servicing Transfer Event is continuing with respect thereto, the
applicable Special Servicer shall immediately give notice thereof and shall
return the related Mortgage File and Servicing File to the applicable Master
Servicer and, upon giving such notice and returning such Mortgage File and
Servicing File to the applicable Master Servicer, the applicable Special
Servicer's obligation to service such Corrected Loan shall terminate and the
obligations of the applicable Master Servicer to service and administer such
Loan shall re-commence. With respect to any CBA A/B Loan Pair or the Saint Louis
Galleria Total Loan, if any, in determining whether such loan has become a
Corrected Loan, the related Junior Loan(s), if any, must also be determined to
be Corrected Loans for the applicable Special Servicer's obligation to terminate
for such loans.

      (b) In servicing any Specially Serviced Loan, the applicable Special
Servicer shall provide to the Trustee originals of documents included within the
definition of "Mortgage File" for inclusion in the related Mortgage File (with a
copy of each such original to the applicable Master Servicer and, with respect
to any Serviced Loan Combination, to each related Junior Loan Holder), and
provide the applicable Master Servicer and, with respect to any Loan
Combination, to each related Junior Loan Holder, as applicable, with copies of
any additional related Loan information including correspondence with the
related Borrower.

      (c) No later than the fourth Business Day prior to each Determination
Date, by 4:00 p.m. New York City time, each Special Servicer shall deliver to
the applicable Master Servicer a statement, both written and in computer
readable format reasonably acceptable to such Master Servicer and such Special
Servicer (upon which the applicable Master Servicer may conclusively rely)
describing, on a loan-by-loan and property-by-property basis, with respect to
the Specially Serviced Loans and REO Properties for which such Special Servicer
is the applicable Special Servicer, (1) the amount of all payments, Insurance
and Condemnation Proceeds and Liquidation Proceeds received with respect to each
such Specially Serviced Loan during the related Due Period, and the amount of
all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds
received with respect to each REO Property during the related Due Period, (2)
the amount, purpose and date of all Servicing Advances made by the applicable
Master Servicer with respect to each such Specially Serviced Loan and REO
Property during the related Due Period, (3) the CMSA Special Servicer Loan File
and (4) such additional information or data relating to such Specially Serviced
Loans and REO Properties as the applicable Master Servicer reasonably requests
to enable it to perform its responsibilities under this Agreement which is in
the applicable Special Servicer's possession or is reasonably obtainable by the
applicable Special Servicer.

      (d) Notwithstanding the provisions of the preceding clause (c), with
respect to each of the Specially Serviced Loans and REO Properties for which it
is the applicable Master Servicer, each Master Servicer shall maintain ongoing
payment records and shall provide the applicable Special Servicer with any
information in its possession required by the applicable Special Servicer to
perform its duties under this Agreement.

      (e) No later than 30 days after receipt by the applicable Special Servicer
of the information reasonably required by the applicable Special Servicer after
a Servicing Transfer Event for a Loan or Junior Loan, the applicable Special
Servicer shall deliver to each Rating Agency, and the Directing
Certificateholder a report (the "Asset Status Report") with respect to such Loan
or Junior Loan and the related Mortgaged Property; provided, however, that if
the Saint Louis Galleria Loan becomes a Specially Serviced Loan, the Special
Servicer shall also use its reasonable efforts to provide the Directing
Certificateholder and the Saint Louis Galleria Junior Loan Holders with the
report required to be provided in Section 3(c) of the Saint Louis Galleria
Intercreditor Agreement, provided, further, that delivery of an Asset Status
Report within the time frame required for a report to be delivered in Section
3(c) of the Saint Louis Galleria Intercreditor Agreement shall satisfy the
requirements of Section 3(c) of the Saint Louis Galleria Intercreditor
Agreement. The Special Servicer shall not take any action under an Asset Status
Report until such report has been delivered to each Master Servicer and, if
written confirmation from each Rating Agency that the proposed action will not
lead to a withdrawal, downgrade or qualification of any then current rating
assigned by each Rating Agency to any Class of Certificate is required under
this Agreement, the related Intercreditor Agreement or the related Loan
Documents, such written confirmation has been obtained. Any Asset Status Report
with respect to any CBA A/B Loan Pair will also be delivered to the related
Junior Loan Holder. Such Asset Status Report shall set forth the following
information to the extent reasonably determinable:

            (i) summary of the status of such Specially Serviced Loan;

            (ii) a discussion of the legal and environmental considerations
      reasonably known to the applicable Special Servicer, consistent with the
      Servicing Standard, that are applicable to the exercise of remedies as
      aforesaid and to the enforcement of any related guaranties or other
      collateral for the related Loan or Serviced Loan Combination and whether
      outside legal counsel has been retained;

            (iii) the most current rent roll (for properties other than
      residential cooperative properties) and income or operating statement
      available for the related Mortgaged Property;

            (iv) the Appraised Value of the Mortgaged Property, together with
      the assumptions used in the calculation thereof;

            (v) a recommendation by the applicable Special Servicer as to how
      such Specially Serviced Loan might be returned to performing status,
      returned to the applicable Master Servicer for regular servicing or
      otherwise realized upon;

            (vi) a summary of any proposed actions and an analysis of whether or
      not taking such action is reasonably likely to produce a greater recovery
      on a present value basis than not taking such action, setting forth the
      basis on which the applicable Special Servicer made such determination;

            (vii) a status report on any foreclosure actions or other
      proceedings undertaken with respect to such mortgaged real property, any
      proposed workouts with respect thereto and the status of any negotiations
      with respect to such workouts, and an assessment of the likelihood of
      additional events of default thereon; and

            (viii) such other information as the applicable Special Servicer
      deems relevant in light of the Servicing Standard.

      With respect to any Loan that becomes a Specially Serviced Loan, if within
10 Business Days of receiving an Asset Status Report, the Directing
Certificateholder (and, with respect to the Saint Louis Galleria Loan, the Saint
Louis Galleria Controlling Holder, if not the same party) does not disapprove
such Asset Status Report in writing, the applicable Special Servicer shall
implement the recommended action as outlined in such Asset Status Report;
provided, however, that the applicable Special Servicer may not take any action
that is contrary to applicable law or the terms of the applicable Loan
Documents. If the Directing Certificateholder (or, with respect to the Saint
Louis Galleria Loan, the Saint Louis Galleria Controlling Holder, if not the
same party) disapproves such Asset Status Report, the applicable Special
Servicer shall revise such Asset Status Report and deliver to the Directing
Certificateholder (and, with respect to the Saint Louis Galleria Loan, the Saint
Louis Galleria Controlling Holder, if not the same party), the Rating Agencies
and the applicable Master Servicer a new Asset Status Report as soon as
practicable, but in no event later than 30 days after such disapproval.

      The applicable Special Servicer shall revise such Asset Status Report as
described above in this Section 3.21(e) until the earlier of (a) the failure of
the Directing Certificateholder to disapprove such revised Asset Status Report
in writing within 10 Business Days of receiving such revised Asset Status
Report; (b) a determination by the applicable Special Servicer as set forth
below or (c) the passage of 60 days from the date of preparation of the first
Asset Status Report. The applicable Special Servicer shall deliver such
finalized Asset Status Report to the Directing Certificateholder (and, with
respect to the Saint Louis Galleria Loan, the Saint Louis Galleria Controlling
Holder, and with respect to the Carlton Court Apartments Loan, the Directing
Certificateholder of the Class CCA Certificates, if not the same party), the
Rating Agencies, the applicable Master Servicer, the Trustee and any Requesting
Subordinate Certificateholder (at the expense of such requesting Holder). The
applicable Special Servicer may, from time to time, modify any Asset Status
Report it has previously delivered and implement such report, provided such
report shall have been prepared, reviewed and not rejected pursuant to the terms
of this Section. Notwithstanding the foregoing, the applicable Special Servicer
(i) may, following the occurrence of an extraordinary event with respect to the
related Mortgaged Property, take any action set forth in such Asset Status
Report before the expiration of a 10 Business Day period if the applicable
Special Servicer has reasonably determined that failure to take such action
would materially and adversely affect the interests of the Certificateholders
and it has made a reasonable effort to contact the Directing Certificateholder
and (ii) in any case, shall determine whether any affirmative disapproval by the
Directing Certificateholder described in this paragraph is not in the best
interest of all the Certificateholders pursuant to the Servicing Standard.

      The applicable Special Servicer shall have the authority to meet with the
Borrower for any Specially Serviced Loan and, subject to Section 3.32 and the
next paragraph, take such actions consistent with the Servicing Standard and any
related Asset Status Report. Subject to Section 3.32 and the next paragraph, the
applicable Special Servicer shall not take any action inconsistent with the
related Asset Status Report, unless such action would be required in order to
act in accordance with the Servicing Standard.

      In addition to the foregoing, the applicable Special Servicer is required
to obtain the consent of the Directing Certificateholder (subject to the last
paragraph of Section 3.21(e) and any express provisions of this Agreement
deeming such consent to be given if there is no objection or response within a
specified time period) prior to the taking by the applicable Special Servicer of
the following actions: (i) any proposed or actual foreclosure upon or comparable
conversion of, which may include acquisitions of an REO Property, the ownership
of the property or properties securing any Specially Serviced Loans in the Trust
Fund as come into and continue in default; (ii) any modification, amendment or
waiver of a monetary term (including any change in the timing of payments but
excluding the waiver of Default Interest and late payment charges) or any
material non-monetary term (excluding any waiver of a due-on-sale or
due-on-encumbrance clause, which is covered by clause (ix) below) of a Loan;
(iii) any acceptance of a discounted payoff with respect to a Specially Serviced
Loan in the Trust Fund; (iv) any proposed or actual sale of an REO Property out
of the Trust Fund for less than the outstanding principal balance of, and
accrued interest (other than Default Interest and Excess Interest) on, the
related Loan, except in connection with a termination of the Trust Fund; (v) any
determination to bring an REO Property held by the Trust Fund into compliance
with applicable environmental laws or to otherwise address hazardous material
located at such REO Property; (vi) any release of material collateral for a
Loan, other than in accordance with the specific terms of, or upon satisfaction
of, that Loan; (vii) any acceptance of substitute or additional collateral for a
Specially Serviced Loan in the Trust Fund, other than in accordance with the
specific terms of that Loan; (viii) any releases of earn-out reserves or related
letters of credit with respect to a Mortgaged Property securing a Loan, other
than in accordance with the specific terms of, or upon satisfaction of, that
Loan; and (ix) any waiver of a due-on-sale or due-on-encumbrance clause in a
Loan (other than in the case of a Co-op Loan in Servicing Group C, any waiver
thereof the effect of which is to permit the related Borrower to incur
subordinate debt if the NCB Subordinate Debt Conditions have been satisfied). If
any of the previous listed items is set forth as proposed action in any Asset
Status Report, the applicable Special Servicer is required to follow the
approval procedures set forth above in this paragraph.

      Notwithstanding anything to the contrary contained in this Agreement, no
direction of the Directing Certificateholder or failure to consent to any action
requiring its or their consent under this Agreement shall (i) require or cause
the applicable Master Servicer or Special Servicer to violate the terms of a
Loan or Specially Serviced Loan, applicable law or any provision of this
Agreement, including the applicable Master Servicer's or Special Servicer's
obligation to act in accordance with the Servicing Standard and to maintain the
REMIC status of each Trust REMIC, or (ii) result in the imposition of a
"prohibited transaction" or "prohibited contribution" tax under the REMIC
Provisions, or (iii) expose the applicable Master Servicer, the applicable
Special Servicer, the Depositor, any of the Mortgage Loan Sellers, the Trust
Fund, the Trustee, or Junior Loan Holder or their Affiliates, shareholders,
officers, directors, members, managers, employees or agents to any claim, suit
or liability, or (iv) materially expand the scope of the applicable Special
Servicer's or the applicable Master Servicer's responsibilities under this
Agreement; and the applicable Master Servicer or Special Servicer, as the case
may be, (1) shall not follow any such direction if given by the Directing
Certificateholder, (2) shall not initiate any such actions having any of the
effects in clauses (i)-(iv) of this paragraph and (3) shall not refrain from
taking any action if the failure to take such action would violate the Servicing
Standard.

      (f) Upon receiving notice of the filing of a case under any federal or
state bankruptcy, insolvency or similar law or the commencing of any insolvency,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings with respect to a Serviced Loan or Serviced Loan Combination or the
related Borrower, the applicable Master Servicer shall promptly give notice
thereof, and shall deliver a copy of the related Servicing File to the
applicable Special Servicer and shall use its reasonable efforts to provide the
applicable Special Servicer with all information in its possession relating to
such Serviced Loan or Serviced Loan Combination and reasonably requested by the
applicable Special Servicer to enable it to negotiate with the related Borrower
and prepare for any such proceedings. The applicable Master Servicer shall use
its reasonable efforts to comply with the preceding sentence within five
Business Days of the occurrence of each such event, and upon receiving such
documents and information, the applicable Special Servicer shall use its
reasonable efforts to cause the related Borrower to cure any default and/or
remedy any such event, work out or modify the subject Serviced Loan or Serviced
Loan Combination consistent with the terms of this Agreement, and/or prepare for
such proceedings. Notwithstanding the foregoing, the occurrence of any of the
above-referenced events shall not in and of itself be considered a Servicing
Transfer Event.

      Section 3.22. Sub-Servicing Agreements. (a) Each Master Servicer may enter
into Sub-Servicing Agreements to provide for the performance by third parties of
any or all of its respective obligations under this Agreement; provided that the
Sub-Servicing Agreement: (i) is, to the extent of such Master Servicer's
obligations being performed by the related Sub-Servicer, consistent with this
Agreement in all material respects and requires the Sub-Servicer to comply with
conditions substantially similar in all material respects to the applicable
conditions of this Agreement; (ii) provides that if such Master Servicer shall
for any reason no longer act in such capacity hereunder (including by reason of
an Event of Default), the Trustee or its designee or any other successor to such
Master Servicer may thereupon assume all of the rights and, except to the extent
they arose prior to the date of assumption, obligations of such Master Servicer
under such agreement or, alternatively, may terminate such Sub-Servicing
Agreement without cause and without payment of any penalty or termination fee
(provided, however, that a Primary Servicing Agreement may not be terminated
except for cause pursuant to such Primary Servicing Agreement); (iii) provides
that the Trustee for the benefit of the Certificateholders shall be a
third-party beneficiary under such Sub-Servicing Agreement, but that (except to
the extent the Trustee or its designee assumes the obligations of such Master
Servicer thereunder as contemplated by the immediately preceding clause (ii),
and except with respect to the obligations of any successor Master Servicer
thereto under the Primary Servicing Agreements) none of the Trust Fund, the
Trustee, any successor or other Master Servicer, any Special Servicer or any
Certificateholder shall have any duties under such Sub-Servicing Agreement or
any liabilities arising therefrom; (iv) permits any purchaser of a Loan pursuant
to this Agreement to terminate such Sub-Servicing Agreement with respect to such
purchased Loan at its option and without penalty; (v) does not permit the
Sub-Servicer any direct rights of indemnification that may be satisfied out of
assets of the Trust Fund except to the extent of its rights of indemnification,
if any, as an agent of such Master Servicer; (vi) does not permit the
Sub-Servicer to foreclose on the related Mortgaged Property or consent to the
modification of any Loan without the prior consent of such Master Servicer or
the applicable Special Servicer, as applicable; (vii) provides that the
Sub-Servicer shall act in accordance either with the Servicing Standard under
this Agreement or a substantially similar (in all material respects) servicing
standard set forth in such Sub-Servicing Agreement; (viii) provides that in the
event of an act or failure to act by the Sub-Servicer that causes such Master
Servicer to be in default of its obligations under this Agreement, the
Sub-Servicer shall be in default of its obligations under such Sub-Servicing
Agreement; and (ix) provides that (A) the failure of the related Sub-Servicer to
comply with any of the requirements under Article XI of this Agreement that are
applicable to such Sub-Servicer under such Sub-Servicing Agreement (or with
requirements set forth in such Sub-Servicing Agreement that are substantially
similar in all material respects to the requirements under Article XI of this
Agreement), including the failure to deliver any reports or certificates at the
time such report or certification is required under Article XI and (B) the
failure of the related Sub-Servicer to comply with any requirements to deliver
any items required by Items 1122 and 1123 of Regulation AB under any other
pooling and servicing agreement relating to any other series of certificates
offered by the Depositor shall constitute an event of default by such
Sub-Servicer upon the occurrence of which either the applicable Master Servicer
or the Depositor may immediately terminate the related Sub-Servicer under the
related Sub-Servicing agreement and that such termination shall be deemed for
cause. Any successor Master Servicer, upon becoming successor Master Servicer,
(i) shall have the right to be assigned and shall have the right to assume any
Sub-Servicing Agreements from the predecessor Master Servicer and (ii) (other
than the Trustee or its designee) shall automatically succeed to the rights and
obligations of the prior Master Servicer under each related Primary Servicing
Agreement, subject to the termination rights set forth therein, it being
understood that any such succession by the Trustee or its designee shall not be
automatic but shall be in the discretion of the Trustee or such designee. With
respect to any Sub-Servicing agreement entered into by Master Servicer No. 2 or
Master Servicer No. 3 after the Closing Date and prior to the date upon which
the Trust's Exchange Act reporting obligations are terminated by the filing of a
Form 15 Suspension Notification as contemplated by Section 11.10, such
Sub-Servicer shall not be a Prohibited Party. Any such Sub-Servicing agreement
may permit the Sub-Servicer to delegate its duties to agents or subcontractors
so long as the related agreements or arrangements with such agents or
subcontractors are (or may be required to be), to the extent of the services to
be performed, consistent with the provisions of this Section 3.22 (including,
for the avoidance of doubt, that no such agent or subcontractor is a Prohibited
Party (other than with respect to Master Servicer No. 1 or Special Servicer No.
1) prior to the date upon which the Trust's Exchange Act reporting obligations
are terminated by the filing of a Form 15 Suspension Notification as
contemplated by Section 11.10).

      In addition, each Sub-Servicing Agreement entered into by a Master
Servicer may provide that the obligations of the Sub-Servicer thereunder shall
terminate with respect to any Loan serviced thereunder at the time such Loan
becomes a Specially Serviced Loan. Each Master Servicer shall deliver to the
Trustee copies of all Sub-Servicing Agreements, and any amendments thereto and
modifications thereof, entered into by it promptly upon its execution and
delivery of such documents. For purposes of this Agreement, each Master Servicer
shall be deemed to have received any payment when a Sub-Servicer retained by it
receives such payment. Each Master Servicer shall notify the applicable Special
Servicer, the Trustee and the Depositor in writing promptly of the appointment
by it of any Sub-Servicer (other than the Primary Servicers). Each Special
Servicer shall notify the applicable Master Servicer, the Trustee and the
Depositor in writing promptly of the appointment by it of any Sub-Servicer.

      (b) Each Sub-Servicer shall be authorized to transact business in the
state or states in which the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law.

      (c) As part of its servicing activities hereunder, each Master Servicer,
for the benefit of the Trustee, the Certificateholders and, with respect to any
Serviced Loan Combination, each related Junior Loan Holder, as applicable, shall
(at no expense to the Trustee, the Certificateholders, Junior Loan Holders or
the Trust Fund) monitor the performance and enforce the obligations of each
Sub-Servicer under the related Sub-Servicing Agreement entered into by such
Master Servicer. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Sub-Servicing Agreements in accordance
with their respective terms and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as such
Master Servicer would require were it the owner of the subject Loans and/or
Serviced Loan Combinations. Each Master Servicer shall have the right to remove
a Sub-Servicer retained by it in accordance with the terms of the related
Sub-Servicing Agreement upon the events of default and other termination events
specified in the related Sub-Servicing Agreement.

      (d) If the Trustee or its designee becomes successor to a Master Servicer
and elects or is required to assume the rights and obligations of such Master
Servicer under any Sub-Servicing Agreement, such Master Servicer, at its
expense, shall deliver to the assuming party all documents and records relating
to such Sub-Servicing Agreement and the Loans and/or Serviced Loan Combinations
then being serviced thereunder and an accounting of amounts collected and held
on behalf of it thereunder, and otherwise use reasonable efforts to effect the
orderly and efficient transfer of the Sub-Servicing Agreement to the assuming
party.

      (e) Notwithstanding the provisions of any Sub-Servicing Agreement, but
subject to Section 11.14, each Master Servicer shall remain obligated and liable
to the Trustee, the Certificateholders and, with respect to any Serviced Loan
Combination, each related Junior Loan Holder, for the performance of its
obligations and duties under this Agreement in accordance with the provisions
hereof to the same extent and under the same terms and conditions as if it alone
were servicing and administering the Loans and/or Serviced Loan Combinations for
which it is responsible, and such Master Servicer shall pay the fees of any
Sub-Servicer thereunder from its own funds or, with respect to the related
Primary Servicers, shall permit each to retain the Primary Servicing Fees and
any additional servicing compensation payable pursuant to the related
Sub-Servicing Agreement from amounts collected by such Primary Servicer. Such
additional servicing compensation shall not exceed the Additional Servicing
Compensation payable to the applicable Master Servicer under this Agreement,
shall be paid out of such Additional Servicing Compensation and shall not be
paid from any amount otherwise payable to the applicable Special Servicer
hereunder. In no event shall the Trust Fund bear any termination fee required to
be paid to any Sub-Servicer as a result of such Sub-Servicer's termination under
any Sub-Servicing Agreement.

      Section 3.23. Representations, Warranties and Covenants of the Master
Servicers. (a) Each Master Servicer hereby represents and warrants to the
Trustee for its own benefit and the benefit of the Certificateholders, and to
the other Master Servicers, the Depositor, the Special Servicers and the Junior
Loan Holders, as of the Closing Date, that:

            (i) Such Master Servicer is a corporation, duly organized, validly
      existing and in good standing under the laws of California (in the case of
      Master Servicer No. 1), or a corporation, duly organized, validly existing
      and in good standing under the laws of Ohio (in the case of Master
      Servicer No. 2), or a federal savings bank duly organized, validly
      existing and in good standing under the laws of the United States (in the
      case of Master Servicer No. 3), and such Master Servicer is in compliance
      with the laws of each State in which any Mortgaged Property is located to
      the extent necessary to perform its obligations under this Agreement,
      except where the failure to so qualify or comply would not have a material
      adverse effect on the ability of such Master Servicer to perform its
      obligations hereunder;

            (ii) The execution and delivery of this Agreement by such Master
      Servicer, and the performance and compliance with the terms of this
      Agreement by such Master Servicer, will not (A) violate the Master
      Servicer's certificate of incorporation or charter and by-laws or other
      comparable organizational documents or (B) constitute a default (or an
      event which, with notice or lapse of time, or both, would constitute a
      default) under, or result in the breach of, any material agreement or
      other material instrument to which it is a party or by which it is bound,
      or (C) result in the violation of any law, rule, regulation, order,
      judgment or decree binding on such Master Servicer which, in the case of
      either (B) or (C) is likely to materially and adversely affect such Master
      Servicer's ability to perform hereunder;

            (iii) This Agreement, assuming due authorization, execution and
      delivery by the other parties hereto, constitutes a valid, legal and
      binding obligation of such Master Servicer, enforceable against such
      Master Servicer in accordance with the terms hereof, except as such
      enforcement may be limited by (A) applicable bankruptcy, insolvency,
      reorganization, liquidation, receivership, moratorium and other laws
      relating to or affecting creditors' rights generally, and (B) general
      principles of equity, regardless of whether such enforcement is considered
      in a proceeding in equity or at law;

            (iv) Such Master Servicer is not in violation with respect to any
      law, any order or decree of any court, or any order, regulation or demand
      of any federal, state, municipal or governmental agency, which violations
      are reasonably likely to have consequences that would materially and
      adversely affect the financial condition or operations of such Master
      Servicer or its properties taken as a whole or are reasonably likely to
      have consequences that would materially and adversely affect its ability
      to perform its duties and obligations hereunder;

            (v) No litigation is pending or, to the best of such Master
      Servicer's knowledge, threatened against such Master Servicer which, if
      determined adversely to such Master Servicer, would prohibit such Master
      Servicer from entering into this Agreement or, in such Master Servicer's
      good faith and reasonable judgment, is likely to materially and adversely
      affect the ability of such Master Servicer to perform its obligations
      under this Agreement;

            (vi) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by such Master Servicer, or compliance by such Master Servicer
      with, this Agreement or the consummation of such Master Servicer's
      transactions contemplated by this Agreement, except for any consent,
      approval, authorization or order which has been obtained or cannot be
      obtained prior to the actual performance by such Master Servicer of its
      obligations under this Agreement, or which, if not obtained would not have
      a materially adverse effect on the ability of such Master Servicer to
      perform its obligations hereunder;

            (vii) Such Master Servicer has full corporate power and authority to
      enter into and perform in accordance with this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement;

            (viii) Such Master Servicer has examined each Sub-Servicing
      Agreement to which it is a party, and shall examine each Sub-Servicing
      Agreement to which it intends to become a party, and in each such case,
      the terms of such Sub-Servicing Agreements are not, or, in the case of any
      Sub-Servicing Agreement to be entered into by such Master Servicer at a
      future date, will not be, materially inconsistent with the terms of this
      Agreement; and

            (ix) Each officer and employee of such Master Servicer that has
      responsibilities concerning the servicing and administration of Loans
      and/or Junior Loans is covered by errors and omissions insurance and the
      fidelity bond in the amounts and with the coverage required by Section
      3.07(c).

      (b) The representations and warranties set forth in paragraph (a) above
shall survive the execution and delivery of the Agreement.

      Section 3.24. Representations, Warranties and Covenants of the Special
Servicers. (a) Each Special Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders, and to
the other Special Servicer, the Depositor, the Master Servicers and the Junior
Loan Holders, as of the Closing Date and as to such Special Servicer, that:

            (i) Such Special Servicer is a corporation duly organized, validly
      existing and in good standing under the laws of the State of California
      (in the case of Special Servicer No. 1) or a corporation duly organized,
      validly existing and in good standing under the laws of the United States
      (in the case of Special Servicer No. 2), and such Special Servicer is in
      compliance with the laws of each State in which any Mortgaged Property is
      located to the extent necessary to perform its obligations under this
      Agreement;

            (ii) The execution and delivery of this Agreement by such Special
      Servicer, and the performance and compliance with the terms of this
      Agreement by such Special Servicer, will not violate such Special
      Servicer's certificate of incorporation and by-laws or comparable
      organizational documents or constitute a default (or an event which, with
      notice or lapse of time, or both, would constitute a default) under, or
      result in the breach of, any material agreement or other instrument to
      which it is a party or which is applicable to it or any of its assets, or
      result in the violation of any law, rule, regulation, order, judgment or
      decree to which such Special Servicer or its property is subject;

            (iii) Such Special Servicer has the full power and authority to
      enter into and consummate all transactions contemplated by this Agreement,
      has duly authorized the execution, delivery and performance of this
      Agreement, and has duly executed and delivered this Agreement;

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of such Special Servicer, enforceable against such
      Special Servicer in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, reorganization, moratorium and other
      laws affecting the enforcement of creditors' rights generally and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law;

            (v) Such Special Servicer is not in violation of, and its execution
      and delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in such Special Servicer's good faith and
      reasonable judgment, is likely to affect materially and adversely either
      the ability of such Special Servicer to perform its obligations under this
      Agreement or the financial condition of such Special Servicer;

            (vi) No litigation is pending or, to the best of such Special
      Servicer's knowledge, threatened against such Special Servicer which would
      prohibit such Special Servicer from entering into this Agreement or, in
      such Special Servicer's good faith and reasonable judgment, is likely to
      materially and adversely affect either the ability of such Special
      Servicer to perform its obligations under this Agreement or the financial
      condition of such Special Servicer;

            (vii) Each officer, director or employee of such Special Servicer
      that has or, following the occurrence of a Servicing Transfer Event, would
      have responsibilities concerning the servicing and administration of Loans
      and/or Junior Loans is covered by errors and omissions insurance and
      fidelity bond in the amounts and with the coverage required by Section
      3.07(c). Neither such Special Servicer nor any of its officers, directors
      or employees that is or, following the occurrence of a Servicing Transfer
      Event, would be involved in the servicing or administration of Loans has
      been refused such coverage or insurance;

            (viii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by such Special Servicer, or compliance by such Special
      Servicer with, this Agreement or the consummation of the transactions
      contemplated by this Agreement, except for any consent, approval,
      authorization or order which has been obtained or cannot be obtained prior
      to the actual performance by such Special Servicer of its obligations
      under this Agreement, or which, if not obtained would not have a
      materially adverse effect on the ability of such Special Servicer to
      perform its obligations hereunder;

            (ix) The Special Servicing Fee payable to such Special Servicer
      represents reasonable servicing compensation for its services hereunder;
      and

            (x) Such Special Servicer has examined each Sub-Servicing Agreement
      to which it is a party, and shall examine each Sub-Servicing Agreement to
      which it intends to become a party, and in each such case, the terms of
      such Sub-Servicing Agreements are not, or, in the case of any
      Sub-Servicing Agreement to be entered into by such Special Servicer at a
      future date, will not, be materially inconsistent with the terms of this
      Agreement.

      (b) The representations and warranties set forth in paragraph (a) above
shall survive the execution and delivery of the Agreement.

      Section 3.25. Limitation on Liability of the Directing Certificateholder.
By its acceptance of a Certificate, each Certificateholder confirms its
understanding that the Directing Certificateholder may take actions that favor
the interests of one or more Classes of the Certificates over other Classes of
the Certificates and that the Directing Certificateholder may have special
relationships and interests that conflict with those of Holders of some Classes
of the Certificates and, that the Directing Certificateholder shall have no
liability to any Certificateholder other than a Controlling Class
Certificateholder for any action taken or not taken and shall have no liability
to a Controlling Class Certificateholder absent willful misfeasance, bad faith,
negligence or negligent disregard of obligations or duties on the part of the
Directing Certificateholder, it being acknowledged that actions that favor the
interests of one or more Classes of the Certificates over other Classes of the
Certificates shall be deemed to not constitute willful misfeasance, bad faith,
negligence or negligent disregard of obligations or duties on the part of the
Directing Certificateholder) and each Certificateholder agrees to take no action
against the Directing Certificateholder as a result of such a special
relationship or conflict. Nothing in this section shall relieve a Special
Servicer of any liability it may have under this Agreement.

      Section 3.26. [Reserved].

      Section 3.27. Lock-Box Accounts and Servicing Accounts. (a) The applicable
Master Servicer shall administer each Lock-Box Account, Cash Collateral Account
and Servicing Account in accordance with the related Mortgage or Loan Agreement,
Cash Collateral Account Agreement or Lock-Box Agreement, if any. Each Lock-Box
Account, Cash Collateral Account and Servicing Account shall be an Eligible
Account, except to the extent provided in the related Loan Documents.

      (b) For any Loan that provides that a Lock-Box Account will be established
upon the occurrence of certain events specified in the related Loan Documents,
the applicable Master Servicer shall establish or cause to be established on
behalf of the Trust such Lock-Box Account upon the occurrence of such events
unless the Master Servicer determines, in accordance with the Servicing
Standard, that such Lock-Box Account should not be established. Notwithstanding
the foregoing, the applicable Master Servicer shall establish or cause to be
established a Lock-Box Account for each ARD Loan (if permitted by the related
loan documents) no later than its Anticipated Repayment Date.

      (c) Reserved.

      (d) Within 60 days after a Servicing Account has been established on
behalf of a Borrower pursuant to the terms of the related Loan Documents, the
applicable Master Servicer (in accordance with the Uniform Commercial Code)
shall notify the financial institution maintaining such account of the Trustee's
security interest in the funds in such account in those jurisdictions where
required in order to perfect or maintain perfection of the related security
interest.

      Section 3.28. Interest Reserve Account. (a) The Trustee shall establish,
on or before the Closing Date, and maintain the Interest Reserve Account on
behalf of the Carlton Court Apartments Loan REMIC (with respect to the Carlton
Court Apartments Loan only) and the Lower-Tier REMIC. The Trustee shall give
notice to the Master Servicers, the Special Servicers and the Depositor of the
location of the Interest Reserve Account and, prior to any change thereof, any
new location of the Interest Reserve Account. On each Distribution Date during
February and on each Distribution Date during a January which occurs in a year
which is not a leap year, unless, in either case, such Distribution Date is the
final Distribution Date, the Trustee shall withdraw from the Distribution
Account and deposit into the Interest Reserve Account in respect of each Loan
and REO Loan accruing interest on an Actual/360 Basis, an amount withheld from
the related Monthly Payment or P&I Advance equal to one day's interest on the
Stated Principal Balance of such Loan as of the Distribution Date occurring in
the month preceding the month in which the Distribution Date occurs at the
related Original Net Mortgage Rate (or, in the case of a Specially Designated
Co-op Loan, at the related Original Net Mortgage Rate minus 0.10% per annum), to
the extent a full Monthly Payment or P&I Advance is made in respect thereof (all
amounts so deposited in any January, except in the case of a leap year, and in
any February, "Withheld Amounts").

      (b) On each Distribution Date occurring in March (or in February, if the
final Distribution Date occurs in such month) (prior to any distributions on the
Certificates on such date), the Trustee shall withdraw from the Interest Reserve
Account an amount equal to the Withheld Amounts from the preceding January and
February Distribution Dates, if any, and deposit such amount (excluding any net
investment income thereon) into the Distribution Account (or into the Carlton
Court Apartments Loan REMIC Distribution Account in the case of the Carlton
Court Apartments Loan). On each Distribution Date (prior to any distributions on
the Certificates on such date), the Trustee shall deposit any Net Investment
Loss into the Interest Reserve Account and, to the extent permitted by Section
3.06, shall be permitted to withdraw any Net Investment Earnings from the
Interest Reserve Account.

      Section 3.29. Limitations on and Authorizations of the Master Servicers
and Special Servicers with Respect to Certain Loans. (a) Prior to taking any
action with respect to a Loan secured by any Mortgaged Properties located in a
"one-action" state, the applicable Special Servicer shall consult with legal
counsel, the fees and expenses of which shall be a Servicing Advance.

      (b) Reserved.

      (c) With respect to any ARD Loan, so long as no event of default beyond
applicable notice and grace periods has occurred and is continuing, the
applicable Master Servicer and the applicable Special Servicer shall not take
any enforcement action with respect to the payment of Excess Interest or
principal in excess of the principal component of the constant Monthly Payment,
other than requests for collection, until the date on which principal and all
accrued interest (other than Excess Interest) has been paid in full (the failure
of the Borrower to pay Excess Interest shall not be considered an event of
default for purposes of this paragraph). Nothing in this paragraph shall limit
the obligation of the applicable Master Servicer and the applicable Special
Servicer to establish a Lock-Box Account pursuant to Section 3.28.

      (d) Neither the applicable Master Servicer nor the applicable Special
Servicer shall consent (to the extent it is entitled to withhold such consent
under the terms of the Loan) to a change of franchise affiliation with respect
to any hotel property that in whole or in part constitutes the Mortgaged
Property securing a Loan unless it obtains (in the case of a Significant Loan)
written confirmation from each Rating Agency that such change of franchise
affiliation would not, in and of itself, result in a downgrade, qualification or
withdrawal of then-current ratings on any Class of Certificates and further
obtains (in all cases) the consent of the Directing Certificateholder (such
consent subject to the last paragraph of Section 3.21(e)). The applicable Master
Servicer shall receive any such request from any Borrower under a Loan that is
not a Specially Serviced Loan, and shall forward its analysis and recommendation
to the applicable Special Servicer. The applicable Special Servicer shall
approve any such recommendation (which approval shall be deemed granted if not
denied within 15 Business Days of its receipt of the applicable Master
Servicer's recommendation and any additional documents and information that the
applicable Special Servicer may reasonably request) and promptly (in any event,
within not more than 10 Business Days of its receipt of the applicable Master
Servicer's recommendation and any additional documents and information that the
applicable Special Servicer may reasonably request) forward such analysis and
recommendation to the Directing Certificateholder, who shall approve or reject
such recommendation (such approval subject to the last paragraph of Section
3.21(e)). The Directing Certificateholder shall be deemed to have approved such
recommendation if not denied within five Business Days of its receipt of the
applicable Special Servicer's recommendation and any additional documents and
information that the Directing Certificateholder may reasonably request. The
applicable Master Servicer shall then process such documentation. Neither the
applicable Master Servicer nor the applicable Special Servicer shall be required
to obtain such written consent from Fitch if then-current principal balance of
such Loan is less than 2% of then-current aggregate principal balance of the
Mortgage Pool.

      (e) The applicable Master Servicer (or, in the case of CSMC Loans only,
the Depositor) shall, as to each Loan which is secured by the interest of the
related Borrower under a ground lease, promptly (and in any event within 45 days
of the Closing Date) notify the related ground lessor of the transfer of such
Loan to the Trust pursuant to this Agreement and inform such ground lessor that
any notices of default under the related ground lease should thereafter be
forwarded to the related Master Servicer.

      (f) The applicable Master Servicer shall not grant any discretionary
consent to a transfer of any Junior Loan pursuant to the related Intercreditor
Agreement or to any additional cure beyond those specifically provided for in
the related Intercreditor Agreement unless it obtains the consent of the
Directing Certificateholder (which consent with respect to the transfer of such
Junior Loan shall not be unreasonably withheld, conditioned or delayed) (such
consent subject to the last paragraph of Section 3.21(e)). The applicable Master
Servicer shall receive any such request for a discretionary consent from any
Junior Loan Holder, and shall forward its analysis and recommendation to the
applicable Special Servicer. The applicable Special Servicer shall approve any
such recommendation (which approval shall be deemed granted if not denied within
15 Business Days of its receipt of the applicable Master Servicer's
recommendation and any additional documents and information that the applicable
Special Servicer may reasonably request) and promptly (in any event, within not
more than 10 Business Days of its receipt of the applicable Master Servicer's
recommendation and any additional documents and information that the applicable
Special Servicer may reasonably request) forward such analysis and
recommendation to the Directing Certificateholder, who (subject to the last
paragraph of Section 3.21(e)) shall approve or reject such recommendation. The
Directing Certificateholder shall be deemed to have approved such recommendation
if not denied within five Business Days of its receipt of the applicable Special
Servicer's recommendation and any additional documents and information that the
Directing Certificateholder may reasonably request. The applicable Master
Servicer shall then process such documentation. Notwithstanding the foregoing,
the applicable Master Servicer shall not grant any discretionary consent to a
transfer of any Junior Loan pursuant to the related Intercreditor Agreement
unless it receives the rating agency confirmation required pursuant to such
Intercreditor Agreement.

      Section 3.30. REMIC and Grantor Trust Administration. (a) The Trustee
shall make or cause to be made elections to treat each of the Trust REMICs as a
REMIC under the Code and if necessary, under State Tax Laws. Each such election
will be made on Form 1066 or other appropriate federal tax or information return
or any appropriate state return for the taxable year ending on the last day of
the calendar year in which the Certificates are issued, which in each case shall
be signed by the Trustee. The Trustee shall designate the "regular interests"
and the "residual interests," within the meaning of the REMIC Provisions, in
each Trust REMIC as set forth in the Preliminary Statement hereto. To the extent
the affairs of the Trust Fund are within their control, none of the Master
Servicers, the Special Servicers and the Trustee shall permit the creation of
any "interests" (within the meaning of Section 860G of the Code) in any Trust
REMIC other than those interests outstanding on the Closing Date.

      (b) The Closing Date is hereby designated as the "startup day," within the
meaning of Section 860G(a)(9) of the Code, of each Trust REMIC.

      (c) The Holder of the largest Percentage Interest of the Class R
Certificates is hereby designated, and by the acceptance of its Class R
Certificate agrees to act, as Tax Matters Person for each Trust REMIC. The
Trustee is hereby designated as the agent of the Tax Matters Person of each
Trust REMIC and shall perform all the functions thereof, and the Holders of the
Class R Certificates, by their acceptance of such Certificates, agree to such
designation.

      (d) The Trustee shall prepare or cause to be prepared all of the Tax
Returns that it reasonably determines are required with respect to each Trust
REMIC and, as specified in Section 4.07, the Grantor Trust and shall sign and
file or cause to be filed such Tax Returns in a timely manner. The expenses of
preparing such returns shall be borne by the Trustee without any right of
reimbursement therefor.

      (e) The Trustee shall provide (i) upon request by any Transferor of a
Class R Certificate, such information to such Transferor and the IRS as is (x)
reasonably necessary for the application of any tax relating to the transfer of
a Class R Certificate to any Person who is not a Disqualified Organization or
(y) otherwise required to be provided by Treasury Regulations Section 1.860E-2
(and in the time and manner required to be provided to such person under such
Regulations), (ii) to the Certificateholders such information or reports as are
required by the Code, the REMIC Provisions or State Tax Laws including reports
relating to interest, original issue discount and market discount or premium
(using the Prepayment Assumption) and (iii) pursuant to Section 3.30(l), to the
Internal Revenue Service the name, title, address and telephone number of the
person who will serve as the representative of each of the Trust REMICs.

      (f) The Trustee shall take such actions and shall cause the Trust Fund to
take such actions as are reasonably within the Trustee's control and the scope
of its duties more specifically set forth herein as shall be necessary to
maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions
(and each of the Master Servicers and Special Servicers shall assist the
Trustee, to the extent reasonably requested by the Trustee to do so). None of
the Master Servicers, the Special Servicers and the Trustee shall knowingly or
intentionally take any action, cause any Trust REMIC to take any action or fail
to take (or fail to cause to be taken) any action reasonably within its control
and the scope of duties more specifically set forth herein, that, under the
REMIC Provisions, if taken or not taken, as the case may be, could, in such
Person's reasonable judgment, (i) cause any Trust REMIC to fail to qualify as a
REMIC or (ii) result in the imposition of a tax under the REMIC Provisions upon
any Trust REMIC (including but not limited to the tax on prohibited transactions
as defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC set forth in Section 860G(d) of the Code, but not including the tax on net
income from foreclosure property imposed by Section 860G(c) of the Code) (either
such event, an "Adverse REMIC Event") unless such party receives an Opinion of
Counsel (at the expense of the related Borrower (if such expense may be imposed
on the related Borrower pursuant to the applicable Mortgage Loan documents), or,
if the related Borrower fails or is not required to pay such expense, and the
applicable Master Servicer, Special Servicer or Trustee, as the case may be,
determines that taking such action is in the best interest of the Trust Fund and
the Certificateholders, at the expense of the Trust Fund, but in no event at the
expense of the applicable Master Servicer, Special Servicer or Trustee) to the
effect that the contemplated action will not, with respect to any Trust REMIC
cause such Trust REMIC to fail to qualify as a REMIC or, unless such party
(which is acceptable to the Trustee) determines that the monetary expense to
such Trust REMIC is not material and in its sole discretion agrees to indemnify
(to the extent reasonably acceptable to the Trustee) the Trust Fund against such
tax, result in the imposition of such a tax. Wherever in this Agreement a
contemplated action may not be taken because the timing of such action might
result in the imposition of a tax on the Trust Fund, or may be taken only
pursuant to an Opinion of Counsel that such action would not impose a tax on the
Trust Fund, such action may nonetheless be taken so long as (x) the indemnity
given in the preceding sentence with respect to any taxes that might be imposed
on the Trust Fund has been given and (y) all other preconditions to the taking
of such action have been satisfied. The Trustee shall not take any action
(whether or not authorized hereunder) as to which any Master Servicer has
advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to the Trust Fund or the
assets thereof, or causing the Trust Fund to take any action, which is not
expressly permitted under the terms of this Agreement, each of the parties
hereto will consult with the Trustee or its designee, in writing, with respect
to whether such action could cause an Adverse REMIC Event to occur with respect
to any Trust REMIC, and such party shall not take any such action, or cause the
Trust Fund to take any such action, as to which the Trustee has advised it in
writing that an Adverse REMIC Event could occur. The Trustee may consult with
counsel to make such written advice, and the cost of same shall be borne by the
party seeking to take the action not expressly permitted by this Agreement. At
all times as may be required by the Code, the Trustee will to the extent within
its control and the scope of its duties as specifically set forth herein,
maintain substantially all of the assets of the Trust Fund as "qualified
mortgages" as defined in Section 860G(a)(3) of the Code and "permitted
investments" as defined in Section 860G(a)(5) of the Code.

      (g) In the event that any tax is imposed on "prohibited transactions" of
any Trust REMIC as defined in Section 860F(a)(2) of the Code, on "prohibited
contributions" of any Trust REMIC as defined in Section 860G(d) of the Code, or
any other tax is imposed by the Code or any applicable provisions of state or
local tax laws (other than a tax on "net income from foreclosure property" as
defined in Section 860G(c) of the Code, provided that the applicable Special
Servicer complied with all requirements specified herein for foreclosure
property), such tax shall be charged (i) to the applicable Master Servicer, if
such tax arises out of or results from a breach, which breach constitutes
negligence or willful misconduct of such Master Servicer, by such Master
Servicer of any of its obligations under this Agreement and such breach is not
caused by the breach of another party, (ii) to the Trustee, if such tax arises
out of or results from a breach by the Trustee of any of its obligations under
this Agreement and such breach is not caused by the breach of another party,
(iii) to the applicable Special Servicer, if such tax arises out of or results
from a breach by such Special Servicer of any of its obligations under this
Agreement and such breach is not caused by the breach of another party and (iv)
otherwise, against amounts on deposit in the applicable Collection Account.

      (h) The Trustee shall, for federal income tax purposes, maintain books and
records with respect to each of the Trust REMICs on a calendar year and on an
accrual basis or as otherwise may be required by the REMIC Provisions.

      (i) Following the Startup Day, none of the Master Servicers, the Special
Servicers and the Trustee shall accept any contributions of assets to any Trust
REMIC unless the Master Servicers, the Special Servicers and the Trustee shall
have received an Opinion of Counsel (at the expense of the party seeking to make
such contribution) to the effect that the inclusion of such assets in such Trust
REMIC will not cause such Trust REMIC to fail to qualify as a REMIC at any time
that any Certificates are outstanding or subject either Trust REMIC to any tax
under the REMIC Provisions or other applicable provisions of federal, state and
local law or ordinances.

      (j) None of the Master Servicers, the Special Servicers and the Trustee
shall enter into any arrangement by which any Trust REMIC created hereunder will
receive a fee or other compensation for services nor, to the extent reasonably
within their control, permit any Trust REMIC to receive any income from assets
other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code.

      (k) For the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii),
the "latest possible maturity date" of the Carlton Court Apartments Loan REMIC
Regular Interests, the Uncertificated Lower-Tier Interests and the Regular
Certificates is the same date as the Rated Final Distribution Date.

      (l) Within 30 days after the Closing Date, the Trustee shall obtain a
taxpayer identification number for each Trust REMIC on Form SS-4 and shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" (or applicable successor form) for each REMIC
created hereunder.

      (m) None of the Trustee, the Master Servicers and the Special Servicers
shall sell or dispose of or substitute for any of the Loans (except in
connection with (i) the default, imminent default or foreclosure of a Loan,
including but not limited to, the acquisition or sale of a Mortgaged Property
acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund,
(iii) the termination of the Trust Fund created hereunder pursuant to Article X
of this Agreement or (iv) a purchase of Loans pursuant to or as contemplated by
Article II, Section 3.18 or Section 3.32 of this Agreement or pursuant to any
Intercreditor Agreement or mezzanine intercreditor agreement) nor acquire any
assets for any Trust REMIC, nor sell or dispose of any investments in any
account maintained by it hereunder for gain, nor accept any contributions to any
Trust REMIC after the Closing Date, unless it has received an Opinion of Counsel
(which opinion shall be the expense of the party seeking to take such action)
that such sale or disposition will not affect adversely the status of any Trust
REMIC as a REMIC or cause any Trust REMIC to be subject to a tax on "prohibited
transactions" or "contributions" pursuant to the REMIC Provisions.

      (n) The Depositor shall provide or cause to be provided to the Trustee,
within 10 days after the Closing Date, and thereafter on an ongoing basis, all
information or data requested by the Trustee that the Trustee reasonably
determines to be relevant for tax purposes as to the valuations and Issue Prices
of the Certificates, including without limitation, the price, yield, original
issue discount, issue premium and projected cash flow of the Certificates. In
addition, each of the Master Servicers, the Special Servicers and the Depositor
shall provide on a timely basis to the Trustee or its designee such information
with respect to the Trust Fund as is in its possession and reasonably requested
by the Trustee to enable it to perform its obligations under this Section. The
Trustee shall be entitled to rely conclusively upon all such information so
provided to it without recalculation or other investigation.

      (o) The Trustee shall pay out of its own funds, without any right of
reimbursement, any and all ordinary expenses of the Trust Fund incurred in the
performance of its duties under this Section but shall be reimbursed, except as
otherwise expressly provided for herein, by the Trust Fund for any of its
extraordinary expenses, including any taxes or tax-related payments including
any expenses involved in any tax examination, audit or proceeding.

      Section 3.31. Master Servicer and Special Servicer May Own Certificates.
(a) Each Master Servicer and any agent of such Master Servicer in its individual
or any other capacity may become the owner or pledgee of Certificates with the
same rights it would have if it were not a Master Servicer or such agent, except
with respect to Voting Rights, as set forth in the definition of
"Certificateholder".

      (b) Each Special Servicer and any agent of such Special Servicer in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not the Special Servicer or such
agent, except with respect to Voting Rights, as set forth in the definition of
"Certificateholder".

      Section 3.32. Certain Matters with Respect to the Saint Louis Galleria
Total Loan. (a) Master Servicer No. 1 (or, if the Saint Louis Galleria Loan is a
Specially Serviced Loan, then Special Servicer No. 1) shall service and
administer the Saint Louis Galleria Total Loan in a manner consistent with the
Saint Louis Galleria Intercreditor Agreement and, unless another party is
expressly responsible hereunder, shall (subject to the Servicing Standard)
satisfy all of the obligations required to be performed by the "Note A Holder"
or contemplated to be performed by a "Servicer" under Sections 3, 4, 5, 6, 7, 8,
10, 11, 19, 20, 22 and 25 the Saint Louis Galleria Intercreditor Agreement.

      (b) Prior to taking any of the Saint Louis Galleria Consultation Actions,
Master Servicer No. 1 (or, if the Saint Louis Galleria Loan is a Specially
Serviced Loan, then Special Servicer No. 1) shall provide notice of its intent
to take such particular action to the Directing Certificateholder and the Saint
Louis Galleria Junior Loan Holders. In connection with the foregoing, such
Master Servicer or such Special Servicer, as the case may be, shall promptly
provide to the Directing Certificateholder and each Saint Louis Galleria Junior
Loan Holder (other than a Saint Louis Galleria Junior Loan Holder who is also
the related Borrower or any Affiliate of the related Borrower) all information
in its possession with respect to any proposed Saint Louis Galleria Consultation
Action, including its reasons for determining to take or permit a proposed
action, in each case as such Saint Louis Galleria Junior Loan Holder (other than
a Saint Louis Galleria Junior Loan Holder who is also the related Borrower or
any Affiliate of the related Borrower) may reasonably request. For 10 Business
Days following its receipt of any notice delivered by Master Servicer No. 1 or
Special Servicer No. 1 pursuant to the prior sentence, and subject to Section
20(c) of the Saint Louis Galleria Intercreditor Agreement, each Saint Louis
Galleria Junior Loan Holder shall have the right, as and to the extent permitted
under the Saint Louis Galleria Intercreditor Agreement, to consent or to contact
and consult with Master Servicer No. 1 or Special Servicer No. 1, as applicable,
regarding any Saint Louis Galleria Consultation Actions; provided that if such
Master Servicer or Special Servicer, as the case may be, determines that
immediate action is necessary to protect the interests of the Certificateholders
and the Saint Louis Galleria Junior Loan Holders (as a collective whole, taking
into account the subordinate nature of the Junior Loan), then such Master
Servicer or Special Servicer, as the case may be, may take any Saint Louis
Galleria Consultation Action without waiting for a response to such notice.

      Notwithstanding anything herein to the contrary, no advice, direction or
objection from or by the Saint Louis Galleria Controlling Holder, as
contemplated by the foregoing provisions of this Section 3.32(b), may (and
Master Servicer No. 1 or Special Servicer No. 1, as the case may be, shall
ignore and act without regard to any such advice, direction or objection that
such Master Servicer or such Special Servicer, as the case may be, has
determined, in its reasonable, good faith judgment, will) require or cause such
Master Servicer or such Special Servicer, as the case may be or the Trustee to
take any action or refrain from taking any action which would violate any law of
any applicable jurisdiction, be inconsistent with the Servicing Standard or
violate the REMIC Provisions or violate any other provisions of this Agreement,
the Loan Documents, or any provisions of the Saint Louis Galleria Intercreditor
Agreement or materially expand the scope of any Master Servicer's or Special
Servicer's responsibilities under this Agreement.

      (c) If a Saint Louis Galleria Triggering Event of Default has occurred and
is continuing, then, upon written notice (a "Saint Louis Galleria Repurchase
Option Notice") of such occurrence (which notice Master Servicer No. 1 or
Special Servicer No. 1, as applicable, shall give promptly to the Saint Louis
Galleria Junior Loan Holders), each Saint Louis Galleria Junior Loan Holder
shall have the right, prior to any other party, by written notice to Master
Servicer No. 1 and Special Servicer No. 1 (a "Saint Louis Galleria Junior Loan
Holder Repurchase Notice"), at any time after the occurrence of the Saint Louis
Galleria Triggering Event of Default and prior to the earliest to occur of (a)
the cure of the Saint Louis Galleria Triggering Event of Default, (b) the
consummation of a foreclosure sale, sale by power of sale or delivery of a deed
in lieu of foreclosure with respect to the related Mortgaged Property, (c) the
modification of the related Loan Documents effected in accordance with the terms
of this Agreement and the Saint Louis Galleria Intercreditor Agreement and (d)
the date that is 90 days after such Saint Louis Galleria Junior Loan Holder's
receipt of the Saint Louis Galleria Repurchase Option Notice, to purchase the
Saint Louis Galleria Loan at the applicable "Defaulted Mortgage Loan Purchase
Price" (as defined in the Saint Louis Galleria Intercreditor Agreement). Upon
the delivery of the Saint Louis Galleria Junior Loan Holder Repurchase Notice to
Master Servicer No. 1 and Special Servicer No. 1, the Trustee shall sell (and
the applicable Saint Louis Galleria Junior Loan Holder shall purchase) the Saint
Louis Galleria Loan free and clear of any sub-interests therein or any other
liens, claims or encumbrances for the applicable "Defaulted Mortgage Loan
Purchase Price" (as defined in the Saint Louis Galleria Intercreditor
Agreement), on a date (the "Saint Louis Galleria Repurchase Date") not less than
five Business Days nor more than 10 Business Days after the date of the Saint
Louis Galleria Junior Loan Holder Repurchase Notice, as shall be established by
Special Servicer No. 1 and reasonably acceptable to the purchasing Saint Louis
Galleria Junior Loan Holder. The applicable "Defaulted Mortgage Loan Purchase
Price" (as defined in the Saint Louis Galleria Intercreditor Agreement) shall be
calculated by Special Servicer No. 1 three Business Days prior to the Saint
Louis Galleria Repurchase Date (and such calculation shall be accompanied by
reasonably detailed back-up documentation explaining how such price was
determined) and shall, absent manifest error, be binding upon the
Certificateholders and the Saint Louis Galleria Junior Loan Holder. The right of
a Saint Louis Galleria Junior Loan Holder to purchase the Saint Louis Galleria
Loan shall automatically terminate upon the consummation of a foreclosure sale,
sale by power of sale or delivery of a deed in lieu of foreclosure with respect
to the Mortgaged Property. For the avoidance of doubt, neither Saint Louis
Galleria Junior Loan Holder shall have any option to purchase the Saint Louis
Galleria Loan under Section 3.18 (without a direct assignment of such right to
such Saint Louis Galleria Junior Loan Holder from the Directing
Certificateholder).

      (d) In connection with any purchase of the Saint Louis Galleria Loan,
pursuant to or as contemplated by Section 3.32(c), the Master Servicer No. 1 or
Special Servicer No. 1 shall (i) if it receives the related Purchase Price or
"Defaulted Mortgage Loan Purchase Price" (as defined in the Saint Louis Galleria
Intercreditor Agreement) and/or any other amounts payable in connection with the
purchase, deposit same, or remit same to Master Servicer No. 1 for deposit, as
applicable, into Master Servicer No. 1's Collection Account and/or the related
Junior Loan Custodial Account, as applicable, and so notify the Trustee; and
(ii) deliver the related Servicing File to the Person effecting the purchase or
its designee. In addition, upon its receipt of a Request for Release from Master
Servicer No. 1, the Trustee shall: (i) deliver the Mortgage File to the Person
effecting the purchase or its designee; and (ii) execute and deliver such
endorsements, assignments and instruments of transfer as shall be provided to it
and are reasonably necessary to vest ownership of the Saint Louis Galleria Loan
in the appropriate transferee, without recourse, representations or warranties.

      (e) The parties hereto acknowledge the purchase options of the respective
Saint Louis Galleria Junior Loan Holders (and/or their respective designees
and/or representatives) in respect of the Saint Louis Galleria Loan pursuant to
Saint Louis Galleria Intercreditor Agreement. Upon its receipt of any Saint
Louis Galleria Junior Loan Holder Repurchase Notice, each party hereto shall
promptly forward a copy of such notice to the Directing Certificateholder.

      (f) In the event any monetary default beyond applicable notice and grace
periods or non-monetary default beyond applicable notice and grace periods (of
which Master Servicer No. 1 or applicable Special Servicer has knowledge) shall
exist with respect to the Saint Louis Galleria Total Loan, then, upon notice (a
"Saint Louis Galleria Cure Option Notice") of the occurrence of such default
beyond applicable notice and grace periods (which notice such Master Servicer or
such Special Servicer, as the case may be, shall promptly give to the Saint
Louis Galleria Junior Loan Holder Designee upon receipt of knowledge thereof),
each Saint Louis Galleria Junior Loan Holder shall have the right, exercisable
by the Saint Louis Galleria Junior Loan Holder Designee giving written notice of
its intent to cure a default within five (5) Business Days of receipt of the
Saint Louis Galleria Cure Option Notice, to cure such default; provided, in the
event that any Saint Louis Galleria Junior Loan Holder has elected to cure any
default, the default must be cured by such Saint Louis Galleria Junior Loan
Holder within, in the case of a monetary default, five (5) Business Days of
receipt of such Saint Louis Galleria Cure Option Notice and, in the case of a
non-monetary default, 30 days of receipt of such Saint Louis Galleria Cure
Option Notice. In the event that the Saint Louis Galleria Controlling Junior
Loan Holder elects to cure a default that can be cured by the payment of money
(each such payment, a "Saint Louis Galleria Cure Payment"), the curing Saint
Louis Galleria Junior Loan Holder shall make such Saint Louis Galleria Cure
Payment as directed by Master Servicer No. 1 or Special Servicer No. 1, as the
case may be, and each such Saint Louis Galleria Cure Payment shall include all
costs, expenses, losses, liabilities, obligations, damages, penalties, and
disbursements imposed on, incurred by or asserted against the Trustee, Master
Servicer No. 1 or Special Servicer No. 1 (including, without limitation, all
unreimbursed Advances (without regard to whether such Advance would be a
Nonrecoverable Advance) and any interest accrued thereon, and any unpaid Master
Servicing Fees (and Primary Servicing Fees) (but excluding Penalty Charges) with
respect to the Saint Louis Galleria Total Loan) during the period of time from
the expiration of the grace period under the Saint Louis Galleria Total Loan
until such Saint Louis Galleria Cure Payment is made or such other cure is
otherwise effected. The right of the curing Saint Louis Galleria Junior Loan
Holder to reimbursement of any Saint Louis Galleria Cure Payment shall be
subordinate in all respects to the rights of the holder of the Saint Louis
Galleria Loan to distributions with respect to the Saint Louis Galleria Total
Loan and to all amounts distributable to them. So long as a default exists that
is being cured by the Saint Louis Galleria Controlling Junior Loan Holder
pursuant to this Section 3.32(f) and Section 10(b) of the Saint Louis Galleria
Intercreditor Agreement and the cure period has not expired and the Saint Louis
Galleria Junior Loan Holder is permitted to cure under the terms of such
provisions, such default shall not constitute a default or an event of default
(i) for purposes of Sections 4 or 5 of the Saint Louis Galleria Intercreditor
Agreement; (ii) for purposes of accelerating the Saint Louis Galleria Total
Loan, modifying, amending or waiving any provisions of the related Loan
Documents or commencing proceedings for foreclosure or the taking of title by
deed-in-lieu of foreclosure or other similar legal proceedings with respect to
the related Mortgaged Property; or (iii) for purposes of treating the Saint
Louis Galleria Total Loan as a Specially Serviced Loan; provided that such
limitations shall not prevent Master Servicer No. 1 or Special Servicer No. 1
from sending notices of the default to the related Borrower or any related
guarantor or making demands on the related Borrower or any related guarantor or
from collecting Penalty Charges from the related Borrower. Notwithstanding
anything to the contrary contained in this subsection, (A) the Saint Louis
Galleria Controlling Junior Loan Holder's right to cure a monetary default or
non-monetary default shall be limited to six Saint Louis Galleria Cure Events
over the life of the Saint Louis Galleria Total Loan and (B) no single Saint
Louis Galleria Cure Event may exceed three consecutive months. Notwithstanding
the foregoing, the making of a Saint Louis Galleria Cure Payment by any Person
entitled to do so shall not act as a waiver of any amounts due under the related
Loan Documents by the related Borrower.

      (g) Any decisions made by Master Servicer No. 1 or Special Servicer No. 1,
as the case may be, with respect to the Saint Louis Galleria Total Loan pursuant
to and in accordance with the Servicing Standard and the other provisions of
this Agreement shall automatically be deemed to be reasonably exercised for
purposes of this Section 3.32 and this Agreement.

      (h) Master Servicer No. 1 and Special Servicer No. 1 each shall provide to
each Saint Louis Galleria Junior Loan Holder (other than a Saint Louis Galleria
Junior Loan Holder who is also the related Borrower or any Affiliate of the
related Borrower) or its designee, with respect to its Saint Louis Galleria
Junior Loan, or any related REO Property, subject to the same conditions and
restrictions on the distribution of information as apply with respect to the
Loans, the same reports, documents and other information that Master Servicer
No. 1 or Special Servicer No. 1, as the case may be, provides to the Trustee
with respect to the Saint Louis Galleria Loan or any related REO Property, and
on a concurrent basis (unless an earlier delivery is otherwise expressly
provided for herein). The Trustee, Master Servicer No. 1 and Special Servicer
No. 1 each shall provide to each Saint Louis Galleria Junior Loan Holder or its
designee, with respect to its Saint Louis Galleria Junior Loan or any related
REO Property, the same reports, documents and other information that the
Trustee, Master Servicer No. 1 or Special Servicer No. 1, as the case may be,
provides to the Directing Certificateholder with respect to the Saint Louis
Galleria Loan or any related REO Property, and on a concurrent basis. In
addition, the Trustee, Master Servicer No. 1 or Special Servicer No. 1, as
applicable, shall, upon receipt of a written request, subject to the same
conditions and restrictions on the distribution of information as apply with
respect to the Loans, provide to each Saint Louis Galleria Junior Loan Holder or
its designee (at such holder's cost) all other reports, documents and
information that such holder or its designee may reasonably request with respect
to the Saint Louis Galleria Whole Loan, the Borrower or its Saint Louis Galleria
Junior Loan or any related REO Property; provided, however, that in no event
shall a Saint Louis Galleria Junior Loan Holder be provided with any Fair Value
calculation in respect of the Saint Louis Galleria Loan. Notwithstanding the
foregoing, none of the Trustee, Master Servicer No. 1 or Special Servicer No. 1
shall be required to deliver to any Saint Louis Galleria Junior Loan Holder or
its designee any particular report, document or other information pursuant to
this Section 3.32(h) if and to the extent that (but only if and to the extent
that) such particular report, document or other information is otherwise
delivered to such Saint Louis Galleria Junior Loan Holder within the same time
period contemplated by this Section 3.32(h) pursuant to any other section of
this Agreement.

      (i) Each of the rights of the respective Junior Loan Holder under or
contemplated by this Section 3.32 shall be assignable to, and/or exercisable by,
a designee thereof; provided that Master Servicer No. 1, Special Servicer No. 1
and the Trustee are provided with written notice by the assignor of such
assignment (upon which such party may conclusively rely) and the contact details
of the assignee.

      (j) If any Saint Louis Galleria Junior Loan Holder purchases the Saint
Louis Galleria Loan pursuant to Section 3.32(c), or if any Person purchases the
Saint Louis Galleria Loan as a Defaulted Loan pursuant to Section 3.18, then the
Person effecting the purchase must also pay and/or reimburse to Master Servicer
No. 1, Special Servicer No. 1, the Trustee and the Depositor the respective
amounts then currently due and owing to them hereunder with respect to the Saint
Louis Galleria Total Loan and that, pursuant to the Saint Louis Galleria
Intercreditor Agreement, would otherwise have been payable out of future
collections on the Saint Louis Galleria Total Loan. Notwithstanding anything
herein to the contrary, any such purchase shall be subject to such
reimbursements.

      (k) If there are any conflicts between this Section 3.32 and any of the
Loan Documents relating to the Saint Louis Galleria Total Loan or between this
Section 3.32 and the Saint Louis Galleria Intercreditor Agreement, then such
Loan Documents or such Saint Louis Galleria Intercreditor Agreement shall
control. The parties hereto recognize and acknowledge the respective rights of
the Saint Louis Galleria Junior Loan Holders under the Saint Louis Galleria
Intercreditor Agreements.

      Section 3.33. Servicing of the Carlton Court Apartments Non-Pooled
Portion.

      (a) On or prior to each Distribution Date, amounts received during the
related Due Period on the Carlton Court Apartments Loan (including any amounts
advanced with respect thereto, any Cure Payments received thereon and any
proceeds received in connection with a sale thereof) will be applied first to
payment of any related Master Servicer Fees with respect to the Carlton Court
Apartments Pooled Portion and Non-Pooled Portion, Servicing Fees, Special
Servicing Fees and Trustee Fees, reimbursement of expenses incurred in
connection with the enforcement of any repurchase obligation against the
Mortgage Loan Seller with respect to the Carlton Court Apartments Loan together
with interest thereon and the reimbursement of any Advances made with respect
thereto and payment of any interest on such Advances, in each case to the extent
provided in Section 3.05(a), and the remainder will be allocated:

            (i) first, in respect of interest accrued at the Loan REMIC
      Remittance Rate during the related Mortgage Interest Accrual Period on the
      Carlton Court Apartments Pooled Portion;

            (ii) second, in respect of accrued and unpaid interest on the
      Carlton Court Apartments Pooled Portion from prior Mortgage Interest
      Accrual Periods;

            (iii) third, to the Carlton Court Apartments Pooled Portion (A)
      prior to an event of default under the Carlton Court Apartments Loan and
      so long as the Carlton Court Apartments Loan is not a specially serviced
      mortgage loan as a result of any event of default, its pro rata share
      (based on the Stated Principal Balances of the Carlton Court Apartments
      Pooled Portion and the Carlton Court Apartments Non-Pooled Portion) of the
      Carlton Court Apartments Principal Distribution Amount; (B) during the
      continuation of an event of default under the Carlton Court Apartments
      Loan or if the Carlton Court Apartments Loan becomes a specially serviced
      mortgage loan as a result of any event of default and prior to a final
      recovery determination with respect thereto, the Carlton Court Apartments
      Principal Distribution Amount and (C) with respect to the distribution
      date following a final recovery determination, an amount up to the entire
      principal balance of the Carlton Court Apartments Pooled Portion, in each
      case, until the principal balance of the Carlton Court Apartments Pooled
      Portion has been reduced to zero;

            (iv) fourth, to reimburse the Carlton Court Apartments Pooled
      Portion for any prior Carlton Court Apartments Collateral Support Deficit
      previously allocated thereto pursuant to Section 4.04(e) hereof;

            (v) fifth, in respect of interest accrued at the Loan REMIC
      Remittance Rate during the related Mortgage Interest Accrual Period on the
      Carlton Court Apartments Non-Pooled Portion;

            (vi) sixth, in respect of accrued and unpaid interest on the Carlton
      Court Apartments Non-Pooled Portion from prior Mortgage Interest Accrual
      Periods;

            (vii) seventh, to the Carlton Court Apartments Non-Pooled Portion
      (A) prior to an event of default under the Carlton Court Apartments Loan
      and so long as the Carlton Court Apartments Loan is not a specially
      serviced mortgage loan as a result of any event of default, its pro rata
      share (based on the Stated Principal Balances of the Carlton Court
      Apartments Pooled Portion and the Carlton Court Apartments Non-Pooled
      Portion) of the Carlton Court Apartments Principal Distribution Amount,
      (B) during the continuation of an event of default under the Carlton Court
      Apartments Loan or if the Carlton Court Apartments Loan becomes a
      specially serviced mortgage loan as a result of any event of default any
      remaining amounts of the Carlton Court Apartments Principal Distribution
      Amount after application of such amounts to the Carlton Court Apartments
      Pooled Portion pursuant to clause (B) in paragraph third above, and (C)
      with respect to the distribution date following a final recovery
      determination, an amount up to the entire principal balance of the Carlton
      Court Apartments Non-Pooled Portion after the application of the Carlton
      Court Apartments Principal Distribution Amount to the Carlton Court
      Apartments Pooled Portion pursuant to clause (C) in paragraph third above,
      in each case, until the principal balance of the Carlton Court Apartments
      Non-Pooled Portion has been reduced to zero;

            (viii) eighth, to reimburse the Carlton Court Apartments Non-Pooled
      Portion in the amount of any prior Carlton Court Apartments Collateral
      Support Deficits previously allocated to the Class CCA Certificates
      pursuant to Section 4.04(e) hereof;

            (ix) ninth, any Prepayment Premium or Yield Maintenance Charge in
      connection with a prepayment of the Carlton Court Apartments Loan shall be
      paid to the Carlton Court Apartments Pooled Portion and the Carlton Court
      Apartments Non-Pooled Portion on a pro rata basis (based on the amount of
      such prepayment allocated to reduce the Stated Principal Balances of the
      Carlton Court Apartments Pooled Portion and the Carlton Court Apartments
      Non-Pooled Portion);

            (x) tenth, to reimburse the Directing Certificateholder of the Class
      CCA Certificates for any unreimbursed Cure Payments previously made
      pursuant to Section 3.33(c) hereof; and

            (xi) any remaining amounts shall be distributed in respect of the
      Carlton Court Apartments Loan REMIC Residual Interest.

      Amounts distributable in respect of the Carlton Court Apartments Pooled
Portion and the Carlton Court Apartments Non-Pooled Portion in accordance with
this Section 3.33(a) shall be deemed distributable in respect of the Carlton
Court Apartments Loan REMIC Regular Interest A and Carlton Court Apartments Loan
REMIC Regular Interest B from the Carlton Court Apartments Loan REMIC to the
Lower-Tier REMIC pursuant to Section 4.01(g), and any amounts distributable in
respect of the Carlton Court Apartments Loan REMIC Residual Interest shall be
distributed to the Class R Certificates (other than Excess Liquidation Proceeds
held in accordance with Section 3.04(d)).

      (b) The Directing Certificateholder of the Class CCA Certificates shall
have the right, by written notice to Master Servicer No. 2 and Special Servicer
No. 1 (a "Class CCA Purchase Notice") delivered (i) during any Class CCA Cure
Period for which the Directing Certificateholder of the Class CCA Certificates
is entitled to make a Cure Payment or (ii) at any time the Carlton Court
Apartments Loan is a Specially Serviced Loan, provided that the Carlton Court
Apartments Loan is then in default or default with respect thereto is reasonably
foreseeable, to purchase the Carlton Court Apartments Loan in whole but not in
part at the Purchase Price. Upon the delivery of the Class CCA Purchase Notice
to Master Servicer No. 2 and Special Servicer No. 1, Master Servicer No. 2 or
Special Servicer No. 1, as applicable (depending upon whether the Loan is a
Specially Serviced Loan at such time), shall cause the Trust Fund to sell (and
the Directing Certificateholder of the Class CCA Certificates shall purchase)
the Carlton Court Apartments Loan at the Purchase Price, on a date (the "Class
CCA Purchase Date") not less than five (5) Business Days nor more than ten (10)
Business Days after the date of the Class CCA Purchase Notice, as shall be
established by Master Servicer No. 2 or Special Servicer No. 1, as applicable.
The Purchase Price shall be calculated by Master Servicer No. 2 or Special
Servicer No. 1, as applicable, three (3) Business Days prior to the Class CCA
Purchase Date and shall, absent manifest error, be binding upon the Directing
Certificateholder of the Class CCA Certificates. Concurrently with the payment
to the Trust Fund of the Purchase Price, Master Servicer No. 2 or Special
Servicer No. 1, as applicable, shall direct the Trustee to execute at the sole
cost and expense of the Directing Certificateholder of the Class CCA
Certificates in favor of the Directing Certificateholder of the Class CCA
Certificates assignment documentation which will assign the Carlton Court
Apartments Loan and the related Loan Documents without recourse, representations
or warranties. The right of the Directing Certificateholder of the Class CCA
Certificates to purchase the Carlton Court Apartments Loan under clause (i) of
the first sentence of this paragraph shall automatically terminate upon the
earlier of the expiration of the applicable Class CCA Cure Period or (ii) 90
days after (A) receipt of notice that the Carlton Court Apartments Loan is in a
Class CCA Cure Period or (B) the date on which the Carlton Court Apartments Loan
becomes a Specially Serviced Loan (the "Class CCA Purchase Option Period"). The
right of the Directing Certificateholder of the Class CCA Certificates to
purchase the Carlton Court Apartments Loan under clause (ii) of the first
sentence of this paragraph shall automatically terminate upon (a) 3 Business
Days after delivery of notification by Special Servicer No. 1 to the Directing
Certificateholder of the Class CCA Certificates of Special Servicer No. 1's
intention to sell the Carlton Court Apartments Loan (if it is a Specially
Serviced Loan) or the related Mortgaged Property or (b) a foreclosure sale, sale
by power of sale or delivery of a deed in lieu of foreclosure with respect to
the related Mortgaged Property.

      (c) Master Servicer No. 2 or Special Servicer No. 1, as applicable
(depending upon whether the Loan is a Specially Serviced Loan at such time),
shall deliver to the Directing Certificateholder of the Class CCA Certificates
notice of any monetary or non-monetary default with respect to the Carlton Court
Apartments Loan. Upon receipt of such notice, the Directing Certificateholder of
the Class CCA Certificates shall have the right to cure defaults with respect to
the Carlton Court Apartments Loan within 5 Business Days of receipt of notice
with respect to a monetary default and within 30 days of receipt of notice with
respect to a non-monetary default following the date of such notice (the "Class
CCA Cure Period"); provided, however, that no single Cure Event shall continue
for a period of more than 90 consecutive days. The Class CCA Directing
Certificateholder's rights to cure monetary defaults and non-monetary defaults
shall be limited to a total of four (4) Cure Events over the life of the Carlton
Court Apartments Loan. In the event that the Directing Certificateholder elects
to cure a default that can be cured by making a Cure Payment, the Directing
Certificateholder shall make such Cure Payment to Master Servicer No. 2. Master
Servicer No. 2 shall apply such funds to reimburse itself for any Advances,
together with interest thereon, made in respect of the default so cured pursuant
to Section 3.05(a)(xviii) and any related Trust Fund expenses. The right of the
Directing Certificateholder to reimbursement of any Cure Payment (including the
reimbursement of a previous Advance made by Master Servicer No. 2 or the
Trustee) will be subordinate to the payment of all other amounts due with
respect to the Carlton Court Apartments Loan. Notwithstanding the foregoing, the
making of a Cure Payment by the Directing Certificateholder of the Class CCA
Certificates shall not act as a waiver of any amounts due under the Loan
Documents by the related Borrower.

      (d) Any decisions made by Master Servicer No. 2 or Special Servicer No. 1,
as applicable, with respect to the Carlton Court Apartments Loan pursuant to and
in accordance with the Servicing Standard and the other provisions of this
Agreement shall automatically be deemed to be reasonably exercised for purposes
of this Section 3.33 and this Agreement. Prior to a Control Appraisal Event,
Special Servicer No. 1 shall consult with the Directing Certificateholder of the
Class CCA Certificates prior to the taking by Special Servicer No. 1 of the
following actions:

            (i) any modification of a monetary term or a material non-monetary
      term (including any material term related to insurance coverage) other
      than an extension of the original maturity date for two years or less of
      the Carlton Court Apartments Loan;

            (ii) any proposed sale of the defaulted Carlton Court Apartments
      Loan or REO Property for less than the applicable Purchase Price;

            (iii) any acceptance of a discounted payoff;

            (iv) any determination to bring the Mortgaged Property securing the
      Carlton Court Apartments Loan into compliance with applicable
      environmental laws;

            (v) any release of collateral for the Carlton Court Apartments Loan
      (other than in accordance with the terms of, or upon satisfaction of, the
      Carlton Court Apartments Loan);

            (vi) any acceptance of substitute or additional collateral for the
      Carlton Court Apartments Loan (other than in accordance with the terms of
      the Carlton Court Apartments Loan);

            (vii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause;

            (viii) any acceptance of an assumption agreement releasing the
      related borrower from liability under the Carlton Court Apartments Loan;

            (ix) any acceptance of a change in the property management company;
      and

            (x) approval of any material capital expenditure that requires the
      approval of the lender under the Mortgage Loan Documents.

      Master Servicer No. 2 or Special Servicer No. 1, as applicable (depending
upon whether the Loan is a Specially Serviced Loan at such time), shall provide
notice of such proposed action and include with such notice all material
information necessary in connection with evaluating such proposed action to the
Directing Certificateholder of the Class CCA Certificates. The Directing
Certificateholder of the Class CCA Certificates shall have 10 days following
receipt of such notice to object to Master Servicer No. 1's or Special Servicer
No. 2's, as applicable, proposed course of action; provided, that if such
Directing Certificateholder has not responded within such period, it shall be
deemed to have approved such action. Notwithstanding the foregoing, no such
advice, direction or objection contemplated by the foregoing may require or
cause Master Servicer No. 2 or Special Servicer No. 1 to (i) violate any
applicable law, (ii) be inconsistent with the Servicing Standard, (iii) cause
any Trust REMIC to fail to qualify as a REMIC or subject any Trust REMIC to
federal, state or local tax, (iv) violate any other provisions of this
Agreement, (v) require or cause Master Servicer No. 2 or Special Servicer No. 1
to violate the terms of a Loan, (vi) expose Master Servicer No. 2, Special
Servicer No. 1, the Depositor, any Mortgage Loan Seller, the Trust Fund, the
Trustee or any of their Affiliates, officers, directors, employees or agents to
any claim, suit or liability, or (vii) materially expand the scope of the Master
Servicer No. 2's or Special Servicer No. 1's responsibilities under this
Agreement; and neither Master Servicer No. 2 nor Special Servicer No. 1 will
follow any such direction if given by the Directing Certificateholder of the
Class CCA Certificates nor initiate any such actions.

      (e) Subject to Section 3.33(d) and the other terms and conditions of this
Agreement, if Master Servicer No. 2 or Special Servicer No. 1, as applicable, in
connection with a workout or proposed workout of the Carlton Court Apartments
Loan, modifies the terms thereof such that (i) the Stated Principal Balance is
decreased, (ii) the Mortgage Rate is reduced, (iii) payments of interest or
principal are waived, reduced or deferred or (iv) any other adjustment is made
to any of the terms of such Loan, all payments to the Carlton Court Apartments
Pooled Portion pursuant to Section 3.33(a) shall be made as though such workout
did not occur, with the payment terms of the Carlton Court Apartments Pooled
Portion remaining the same as they are on the Closing Date, and the Carlton
Court Apartments Non-Pooled Portion shall bear the full economic effect of all
waivers, reductions or deferrals of amounts due on such Loan attributable to
such workout.

      Prior to entering into any modification of the Carlton Court Apartments
Loan that would have any of the effects described in clauses (i) through (iii)
of the preceding paragraph (and only prior to a Control Appraisal Event), Master
Servicer No. 2 or Special Servicer No. 1, as applicable, shall provide the
Directing Certificateholder of the Class CCA Certificates with notice thereof
and with all information that Master Servicer No. 2 or Special Servicer No. 1,
as applicable, considers material (in its sole discretion), but in any case
including a draft of the agreement, if any, that sets forth such proposed
modification. The Directing Certificateholder of the Class CCA Certificates
shall have the right to purchase the Carlton Court Apartments Loan at a price
equal to the Purchase Price therefor by delivering notice to Master Servicer No.
2 or Special Servicer No. 1, within 5 Business Days of receipt of the materials
described in the preceding sentence, that it intends to exercise such purchase
option. In the event that it elects to exercise such purchase option, the
Directing Certificateholder of the Class CCA Certificates shall deliver such
Purchase Price to the Trustee within 3 Business Days of its exercise of such
purchase option. The purchase option granted under this paragraph shall be in
addition to the purchase option granted pursuant to Section 3.33(b) hereof.

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

      Section 4.01. Distributions. (a) On each Distribution Date, the Trustee
shall apply amounts on deposit in the Distribution Account for the following
purposes and in the following order of priority, in each case to the extent of
the remaining portion of the Available Distribution Amount (or in the case of
clause (lviii) below, the Available Class CCA Distribution Amount) for such
Distribution Date:

            (i) concurrently, (i) from that portion of the Available
      Distribution Amount attributable to Loan Group No. 1, to the Class A-1,
      Class A-2, Class A-AB, Class A-3 and Class A-4 Certificates, pro rata, up
      to the Optimal Interest Distribution Amounts for each such Class for such
      Distribution Date, (ii) from that portion of the Available Distribution
      Amount attributable to Loan Group No. 2, to the Class A-1-A Certificates,
      up to the Optimal Interest Distribution Amount for such Class for such
      Distribution Date and (iii) from the entire Available Distribution Amount,
      to the Class A-X and Class A-Y Certificates, pro rata, up to the Optimal
      Interest Distribution Amounts for each such Class for such Distribution
      Date; provided, however, that if the Available Distribution Amount for any
      Distribution Date (or the portion thereof attributable to any Group) is
      insufficient to pay in full the Optimal Interest Distribution Amount, as
      provided above, on such Distribution Date, then the entire Available
      Distribution Amount shall be applied to make distributions of interest to
      the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A,
      Class A-X and Class A-Y Certificates of, up to, and pro rata as among such
      Classes in accordance with, the respective Optimal Interest Distribution
      Amounts in respect of such Classes of Certificates for such Distribution
      Date;

            (ii) to make distributions of principal to the Holders of the Class
      A-1, Class A-1-A, Class A-2, Class A-AB, Class A-3 and Class A-4
      Certificates, in reduction of the Class Principal Balances thereof, up to,
      in the aggregate, the Principal Distribution Amount for such Distribution
      Date, in the following order of priority:

            First, to the Class A-1-A Certificates, equal to the portion of the
      Principal Distribution Amount for such Distribution Date that is
      attributable to Loan Group No. 2, until the Class Principal Balance
      thereof has been reduced to zero;

            Second, to the Class A-AB Certificates, until the Class Principal
      Balance thereof has been reduced to the Class A-AB Targeted Principal
      Balance set forth for such Distribution Date on Exhibit T hereto (net of
      any portion thereof distributed on such Distribution Date to the Holders
      of the Class A-1-A Certificates pursuant to subclause first of this clause
      (ii));

            Third, to the Class A-1 Certificates, until the Class Principal
      Balance thereof has been reduced to zero (net of any portion thereof
      distributed on such Distribution Date to the Holders of the Class A-1-A
      and Class A-AB Certificates pursuant to a prior subclause of this clause
      (ii));

            Fourth, to the Class A-2 Certificates, until the Class Principal
      Balance thereof has been reduced to zero (net of any portion thereof
      distributed on such Distribution Date to the Holders of the Class A-1-A,
      Class A-AB and Class A-1 Certificates pursuant to a prior subclause of
      this clause (ii));

            Fifth, to the Class A-3 Certificates, until the Class Principal
      Balance thereof has been reduced to zero (net of any portion thereof
      distributed on such Distribution Date to the Holders of the Class A-1-A,
      Class A-AB, Class A-1 and Class A-2 Certificates pursuant to a prior
      subclause of this clause (ii));

            Sixth, to the Class A-AB Certificates, until the Certificate Balance
      thereof has been reduced to zero (net of any portion thereof distributed
      on such Distribution Date to the Holders of the Class A-1-A, Class A-AB,
      Class A-1, Class A-2 and Class A-3 Certificates pursuant to a prior
      subclause of this clause (ii));

            Seventh, to the Class A-4 Certificates, until the Class Principal
      Balance thereof has been reduced to zero (net of any portion thereof
      distributed on such Distribution Date to the Holders of the Class A-1-A,
      Class A-AB, Class A-1, Class A-2, Class A-3 and Class A-AB Certificates
      pursuant to a prior subclause of this clause (ii)); and

            Eighth, to the Class A-1-A Certificates, until the Class Certificate
      Balance thereof has been reduced to zero (net of any distribution of
      principal made with respect to the Class A-1-A Certificates on such
      Distribution Date pursuant to subclause first of this clause (ii), up to
      an amount equal to the entire aggregate Principal Distribution Amount for
      such Distribution Date (net of any portion thereof distributed on such
      Distribution Date to the Holders of the Class A-1-A, Class A-1, Class A-2,
      Class A-3, Class A-AB and Class A-4 Certificates pursuant to a prior
      subclause of this clause (ii));

provided, however, that, notwithstanding the immediately preceding subclauses
First through Tenth, on each Distribution Date coinciding with or following the
Senior Principal Distribution Cross-Over Date, and in any event on the final
Distribution Date in connection with the termination of the Trust Fund, the
Trustee shall make distributions of principal to the Holders of the Class A-1,
Class A-1-A, Class A-2, Class A-AB, Class A-3 and Class A-4 Certificates, on a
pro rata basis, in accordance with the respective Class Principal Balances of
those Classes outstanding immediately prior to such Distribution Date, until the
Class Principal Balance of each such Class has been reduced to zero, up to, in
the aggregate, the entire Principal Distribution Amount for such Distribution
Date;

            (iii) to reimburse the Holders of the Class A-1, Class A-1-A, Class
      A-2, Class A-AB, Class A-3 and Class A-4 Certificates, pro rata (based on
      the aggregate unreimbursed amounts of Collateral Support Deficit
      previously allocated to each such Class), until all amounts of such
      amounts of Collateral Support Deficit previously allocated to such
      Classes, but not previously reimbursed, have been reimbursed in full;

            (iv) to make distributions of interest to the Holders of the Class
      A-M Certificates up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (v) to make distributions of principal to the Holders of the Class
      A-M Certificates, in reduction of the Class Principal Balance thereof, up
      to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (vi) to reimburse the Holders of the Class A-M Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class A-M Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (vii) to make distributions of interest to the Holders of the Class
      A-J Certificates up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (viii) to make distributions of principal to the Holders of the
      Class A-J Certificates, in reduction of the Class Principal Balance
      thereof, up to the Remaining Principal Distribution Amount for such Class
      for such Distribution Date, until such Class Principal Balance has been
      reduced to zero;

            (ix) to reimburse the Holders of the Class A-J Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class A-J Certificates, but not previously reimbursed, have been
      reimbursed in full;

            (x) to make distributions of interest to the Holders of the Class B
      Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xi) to make distributions of principal to the Holders of the Class
      B Certificates, in reduction of the Class Principal Balance thereof, up to
      the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xii) to reimburse the Holders of the Class B Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class B Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xiii) to make distributions of interest to the Holders of the Class
      C Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xiv) to make distributions of principal to the Holders of the Class
      C Certificates, in reduction of the Class Principal Balance thereof, up to
      the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xv) to reimburse the Holders of the Class C Certificates, until all
      amounts of Collateral Support Deficit previously allocated to the Class C
      Certificates, but not previously reimbursed, have been reimbursed in full;

            (xvi) to make distributions of interest to the Holders of the Class
      D Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xvii) to make distributions of principal to the Holders of the
      Class D Certificates, in reduction of the Class Principal Balance thereof,
      up to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xviii) to reimburse the Holders of the Class D Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class D Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xix) to make distributions of interest to the Holders of the Class
      E Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xx) to make distributions of principal to the Holders of the Class
      E Certificates, in reduction of the Class Principal Balance thereof, up to
      the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xxi) to reimburse the Holders of the Class E Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class E Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xxii) to make distributions of interest to the Holders of the Class
      F Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xxiii) to make distributions of principal to the Holders of the
      Class F Certificates, in reduction of the Class Principal Balance thereof,
      up to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xxiv) to reimburse the Holders of the Class F Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class F Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xxv) to make distributions of interest to the Holders of the Class
      G Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xxvi) to make distributions of principal to the Holders of the
      Class G Certificates, in reduction of the Class Principal Balance thereof,
      up to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xxvii) to reimburse the Holders of the Class G Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class G Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xxviii) to make distributions of interest to the Holders of the
      Class H Certificates, up to the Optimal Interest Distribution Amount for
      such Class for such Distribution Date;

            (xxix) to make distributions of principal to the Holders of the
      Class H Certificates, in reduction of the Class Principal Balance thereof,
      up to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xxx) to reimburse the Holders of the Class H Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class H Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xxxi) to make distributions of interest to the Holders of the Class
      J Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xxxii) to make distributions of principal to the Holders of the
      Class J Certificates, in reduction of the Class Principal Balance thereof,
      up to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xxxiii) to reimburse the Holders of the Class J Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class J Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xxxiv) to make distributions of interest to the Holders of the
      Class K Certificates, up to the Optimal Interest Distribution Amount for
      such Class for such Distribution Date;

            (xxxv) to make distributions of principal to the Holders of the
      Class K Certificates, in reduction of the Class Principal Balance thereof,
      up to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xxxvi) to reimburse the Holders of the Class K Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class K Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xxxvii) to make distributions of interest to the Holders of the
      Class L Certificates, up to the Optimal Interest Distribution Amount for
      such Class for such Distribution Date;

            (xxxviii) to make distributions of principal to the Holders of the
      Class L Certificates, in reduction of the Class Principal Balance thereof,
      up to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xxxix) to reimburse the Holders of the Class L Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class L Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xl) to make distributions of interest to the Holders of the Class M
      Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xli) to make distributions of principal to the Holders of the Class
      M Certificates, in reduction of the Class Principal Balance thereof, up to
      the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xlii) to reimburse the Holders of the Class M Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class M Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xliii) to make distributions of interest to the Holders of the
      Class N Certificates, up to the Optimal Interest Distribution Amount for
      such Class for such Distribution Date;

            (xliv) to make distributions of principal to the Holders of the
      Class N Certificates, in reduction of the Class Principal Balance thereof,
      up to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xlv) to reimburse the Holders of the Class N Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class N Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xlvi) to make distributions of interest to the Holders of the Class
      O Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (xlvii) to make distributions of principal to the Holders of the
      Class O Certificates, in reduction of the Class Principal Balance thereof,
      up to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (xlviii) to reimburse the Holders of the Class O Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class O Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (xlix) to make distributions of interest to the Holders of the Class
      P Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (l) to make distributions of principal to the Holders of the Class P
      Certificates, in reduction of the Class Principal Balance thereof, up to
      the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (li) to reimburse the Holders of the Class P Certificates, until all
      amounts of Collateral Support Deficit previously allocated to the Class P
      Certificates, but not previously reimbursed, have been reimbursed in full;

            (lii) to make distributions of interest to the Holders of the Class
      Q Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (liii) to make distributions of principal to the Holders of the
      Class Q Certificates, in reduction of the Class Principal Balance thereof,
      up to the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (liv) to reimburse the Holders of the Class Q Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class Q Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (lv) to make distributions of interest to the Holders of the Class S
      Certificates, up to the Optimal Interest Distribution Amount for such
      Class for such Distribution Date;

            (lvi) to make distributions of principal to the Holders of the Class
      S Certificates, in reduction of the Class Principal Balance thereof, up to
      the Remaining Principal Distribution Amount for such Class for such
      Distribution Date, until such Class Principal Balance has been reduced to
      zero;

            (lvii) to reimburse the Holders of the Class S Certificates, until
      all amounts of Collateral Support Deficit previously allocated to the
      Class S Certificates, but not previously reimbursed, have been reimbursed
      in full;

            (lviii) to the Class CCA Certificates, in the following order of
      priority:

                        (A) to the Class CCA Certificates, in respect of
                  interest, up to the Optimal Interest Distribution Amount for
                  such Class for such Distribution Date;

                        (B) to the Class CCA Certificates, (I) in reduction of
                  the Certificate Balance thereof, an amount up to (x) any
                  principal prepayments allocated to the Carlton Court
                  Apartments Non-Pooled Portion for such Distribution Date; and
                  (y) the portion of all principal due (including the Balloon
                  Payment, if then due) on the Carlton Court Apartments Loan
                  that is allocated to the Carlton Court Apartments Non-Pooled
                  Portion; and (II) after an event of default on the Carlton
                  Court Apartments Loan, or if the Carlton Court Apartments Loan
                  becomes a Specially Serviced Mortgage Loan as a result of any
                  event of default, all principal allocated the Carlton Court
                  Apartments Non-Pooled Portion, in any case until such
                  Certificate Balance has been reduced to zero; and

                        (C) to the Class CCA Certificates, until any prior
                  Carlton Court Apartments Collateral Support Deficits
                  previously allocated to the Class CCA Certificates, but not
                  previously reimbursed, have been reimbursed in full; and

            (lix) to make distributions to the Holders of the Class R
      Certificates in respect of the Upper-Tier REMIC residual interest of any
      portion of the Available Distribution Amount for such Distribution Date,
      remaining after all other distributions pursuant to this Section 4.01(a)
      and Section 4.01(e).

      Any distributions of interest made with respect to the Class A-X
Certificates on any Distribution Date pursuant to clause (i) of the prior
paragraph of this Section 4.01(a) shall be deemed allocated among the respective
Components of such Class of Certificates on a pro rata basis in accordance with
the respective Optimal Interest Distribution Amounts of such Components for such
Distribution Date.

      All distributions made in respect of each Class of Sequential Pay
Certificates and the Class CCA Certificates on each Distribution Date pursuant
to the foregoing provisions of this Section 4.01(a) shall be deemed to have
first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC with
respect to the Corresponding Uncertificated Lower-Tier Interest for such Class
of Certificates; all distributions made with respect to the Class A-X
Certificates on each Distribution Date pursuant to the foregoing provisions of
this Section 4.01(a) and allocable to any particular Component of such Class of
Interest-Only Certificates, shall be deemed to have first been distributed from
the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Corresponding
Uncertificated Lower-Tier Interest for such Component; and all distributions
made with respect to the Class A-Y Certificates on each Distribution Date
pursuant to the foregoing provisions of this Section 4.01(a) shall be deemed to
have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in
respect of the Class LA-Y Lower-Tier Interest. In each case, if such
distribution on any such Class of Certificates was a distribution of accrued
interest, of principal or in reimbursement of any Collateral Support Deficit
previously allocated to such Class of Certificates, then the corresponding
distribution deemed to be made on an Uncertificated Lower-Tier Interest pursuant
to the preceding sentence (and, if applicable, the following paragraph of this
Section 4.01(a)) shall be deemed to also be, respectively, a distribution of
accrued interest, of principal or in reimbursement of any Collateral Support
Deficit previously allocated to the Upper-Tier REMIC in respect of such
Uncertificated Lower-Tier Interest.

      (b) On each Distribution Date, the Trustee shall withdraw any amounts on
deposit in the Distribution Account that represent Yield Maintenance Charges
actually collected on Loans and/or REO Loans in the Mortgage Pool during the
related Due Period and shall distribute each such Yield Maintenance Charge as
follows:

            (i) a portion of such Yield Maintenance Charge shall be distributed
      to the Holders of the Class A-1, Class A-1-A, Class A-2, Class A-3, Class
      A-AB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E,
      Class F, Class G and Class H Certificates, respectively, in an amount that
      shall, as to each such Class, equal the product of (A) a fraction whose
      numerator is the amount distributed as principal with respect to such
      Class on such Distribution Date, and whose denominator is the Principal
      Distribution Amount for such Distribution Date, (B) the Base Interest
      Fraction for the related Principal Prepayment or other related early
      collection of principal and such Class of Certificates and (C) the entire
      amount of such Yield Maintenance Charge (net of any Liquidation Fee
      payable therefrom); and

            (ii) the entire remaining portion of such Yield Maintenance Charge
      (net of any Liquidation Fee payable therefrom) shall be paid to the
      Holders of the Class A-X Certificates;

provided, however, that, if the subject Yield Maintenance Charge was collected
in respect of a Specially Designated Co-op Loan or any successor REO Loan with
respect thereto, then such Yield Maintenance Charge shall be distributed as
follows (on a pro rata basis): (i) the amount distributable in accordance with
clauses (i) and (ii) of this sentence shall equal the amount of the Yield
Maintenance Charge that would have been payable with respect to such Co-op Loan
or any successor REO Loan with respect thereto if the related Mortgage Rate was
equal to the related Net Mortgage Rate minus 0.10% per annum and without regard
to any Yield Maintenance Minimum Amount and (ii) the remaining portion of such
Yield Maintenance Charge that would have been payable with respect to such Co-op
Loan or any successor REO Loan with respect thereto shall be distributed to the
Holders of the Class A-Y Certificates, in each such case net of a proportionate
share of any Liquidation Fee payable from such Yield Maintenance Charge.

      Any Yield Maintenance Charge in connection with a prepayment of the
Carlton Court Apartments Loan will be paid to the Carlton Court Apartments
Pooled Portion and the Carlton Court Apartments Non-Pooled Portion on a pro rata
basis (based on the amount of such prepayment allocated to reduce the Stated
Principal Balances of the Carlton Court Apartments Pooled Portion and the
Carlton Court Apartments Non-Pooled Portion).

      On each Distribution Date, the Trustee shall withdraw any amounts on
deposit in the Distribution Account that represent Static Prepayment Premiums
actually collected on Loans and/or REO Loans in the Mortgage Pool during the
related Due Period and shall distribute each such Static Prepayment Premium as
follows:

            (i) a portion of such Static Prepayment Premium shall be distributed
      to the Holders of the Class A-1, Class A-1-A, Class A-2, Class A-3, Class
      A-AB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E,
      Class F, Class G, Class H, Class J and Class K Certificates, in an amount
      that shall, as to each such Class, equal the product of (A) a fraction
      whose numerator is the amount distributed as principal with respect to
      such Class on such Distribution Date, and whose denominator is the
      Principal Distribution Amount for such Distribution Date, (B) the Base
      Interest Fraction for the related Principal Prepayment or other related
      early collection of principal and such Class of Certificates and (C) the
      entire amount of such Static Prepayment Premium (exclusive of any
      Liquidation Fee payable therefrom); and

            (ii) the entire remaining portion of such Static Prepayment Premium
      (exclusive of any Liquidation Fee payable therefrom) shall be distributed
      to the Class A-X Certificates;

provided, however, that, if such Static Prepayment Premium was collected with
respect to a Specially Designated Co-op Loan or any successor REO Loan with
respect thereto, then only 50% of such Static Prepayment Premium actually
collected shall be distributable pursuant to clauses (i) and (ii) of this
sentence, and the other 50% of such Static Prepayment Premium shall be
distributed to the Holders of the Class A-Y Certificates, in each case net of a
proportionate share of any Liquidation Fee payable from such Static Prepayment
Premium.

      Any distributions of additional interest, in the form of Static Prepayment
Premiums and Yield Maintenance Charges, made with respect to the Class A-X
Certificates on any Distribution Date pursuant to this Section 4.01(b) shall be
allocated among the respective Components of such Class of Certificates on a pro
rata basis in accordance with the relative amounts by which their respective
Component Notional Amounts declined as a result of deemed distributions of
principal on the Uncertificated Lower-Tier Interests on such Distribution Date
pursuant to Section 4.01(a) (or, if there were no such declines, then on a pro
rata basis in accordance with the relative sizes of their respective Component
Notional Amounts).

      All distributions of Static Prepayment Premiums and/or Yield Maintenance
Charges made on any Distribution Date in respect of a Class of Sequential Pay
Certificates or the Class CCA Certificates shall be deemed to have first been
distributed from the Lower-Tier REMIC to the Upper-Tier REMIC with respect to
the Corresponding Uncertificated Lower-Tier Interest; all distributions of
Static Prepayment Premiums and/or Yield Maintenance Charges made on any
Distribution Date in respect of the Class A-X Certificates and allocable to any
particular Component of such Class of Certificates, shall be deemed to have
first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC with
respect to such Component's Corresponding Uncertificated Lower-Tier Interest;
and all distributions of Static Prepayment Premiums and/or Yield Maintenance
Charges made on any Distribution Date in respect of the Class A-Y Certificates
shall be deemed to have first been distributed from the Lower-Tier REMIC to the
Upper-Tier REMIC with respect to the Class LA-Y Lower-Tier Interest.

      (c) On any applicable Distribution Date, any Excess Interest collected
during the related Due Period shall be distributed from the Excess Interest
Distribution Account to the Holders of the Class V Certificates.

      (d) All distributions made with respect to each Class on each Distribution
Date shall be allocated pro rata among the outstanding Certificates in such
Class based on their respective Percentage Interests. Except as otherwise
specifically provided in Sections 4.01(e), 4.01(f) and 9.01, all such
distributions with respect to each Class on each Distribution Date shall be made
to the Certificateholders of record of the respective Class at the close of
business on the related Record Date and shall be made by wire transfer of
immediately available funds to the account of any such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with written wiring
instructions on or prior to the related Record Date (which wiring instructions
may be in the form of a standing order applicable to all subsequent Distribution
Dates) or otherwise by check mailed to the address of such Certificateholder as
it appears in the Certificate Register. The final distribution on each
Certificate (determined without regard to any possible future reimbursement of
Collateral Support Deficit previously allocated to such Certificate) shall be
made in like manner, but only upon presentation and surrender of such
Certificate at the offices of the Trustee or such other location specified in
the notice to Certificateholders of such final distribution.

      Each distribution with respect to a Book-Entry Certificate shall be paid
to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the
Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Depositor, the Master Servicers, the Special Servicers, the Underwriters or the
Initial Purchasers shall have any responsibility therefor except as otherwise
provided by this Agreement or applicable law.

      (e) Except as otherwise provided in Section 9.01, whenever the Trustee
expects that the final distribution with respect to any Class of Certificates
(determined without regard to any possible future reimbursement of any amount of
Collateral Support Deficit previously allocated to such Class of Certificates)
will be made on the next Distribution Date, the Trustee shall, 30 days prior to
the final Distribution Date for such Class, post a notice on the Website to the
effect that no interest shall accrue on such Certificates from and after the end
of the Interest Accrual Period for such Distribution Date.

      Any funds not distributed to any Holder or Holders of Certificates of any
Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(e) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Definitive Certificates shall not have been
surrendered for cancellation, the Trustee, directly or through an agent, shall
take such steps to contact the remaining non-tendering Definitive
Certificateholders concerning the surrender of their Certificates as it shall
deem appropriate. The costs and expenses of holding such funds in trust and of
contacting such Certificateholders following the first anniversary of the
delivery of such second notice to the non-tendering Certificateholders shall be
paid out of such funds. No interest shall accrue or be payable to any
Certificateholder on any amount held in trust hereunder by the Trustee as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 4.01(e).

      (f) Distributions in reimbursement of Collateral Support Deficit
previously allocated to the Sequential Pay Certificates shall be made in the
amounts and manner specified in Section 4.01(a) to the Holders of the respective
Class otherwise entitled to distributions of interest and principal on such
Class on the relevant Distribution Date; provided, however, that all
distributions in reimbursement of Collateral Support Deficit previously
allocated to a Class of Sequential Pay Certificates which has since been retired
shall be to the prior Holders that surrendered the Certificates of such Class
upon retirement thereof and shall be made by check mailed to the address of each
such prior Holder last shown in the Certificate Register. Notice of any such
distribution to a prior Holder shall be made in accordance with Section 10.05 at
such last address. The amount of the distribution to each such prior Holder
shall be based upon the aggregate Percentage Interest evidenced by the
Certificates surrendered thereby. If the check mailed to any such prior Holder
is returned uncashed, then the amount thereof shall be set aside and held
uninvested in trust for the benefit of such prior Holder, and the Trustee shall
attempt to contact such prior Holder in the manner contemplated by Section
4.01(e) as if such Holder had failed to surrender its Certificates.

      (g) All payments made on the Carlton Court Apartments Loan or subsequently
acquired REO Property, other than amounts distributable in respect of the
Carlton Court Apartments Loan REMIC Residual Interest pursuant to Section
3.33(a)(xi), shall be deemed to be distributed from the Carlton Court Apartments
Loan REMIC to the Lower-Tier REMIC before distributions are deemed made to the
holders of the Uncertificated Lower-Tier Interests pursuant to Sections 4.01(a)
or 4.01(b), and shall be treated as principal, interest, Prepayment Premium or
Yield Maintenance Charges, as the case may be, based on these characterizations
with respect to the Carlton Court Apartments Loan (or related REO Property),
except where expressly noted and, in addition, any payment of principal on or
reduction in the Stated Principal Balance of the Carlton Court Apartments Loan
shall reduce the Loan REMIC Balances of the Carlton Court Apartments Loan REMIC
Regular Interests; provided, that payments of principal in reduction of the
Stated Principal Balance of the Carlton Court Apartments Loan shall be applied
to reduce the Stated Principal Balances of the Carlton Court Apartments Pooled
Portion and the Carlton Court Apartments Non-Pooled Portion, and consequently
the Carlton Court Apartments Loan REMIC Regular Interest A and Carlton Court
Apartments Loan REMIC Regular Interest B, as specified in Section 3.33(a). Any
payments on or with respect to the Carlton Court Apartments Loan in excess of
the principal, interest, Prepayment Premium or Yield Maintenance Charges
distributable on the Carlton Court Apartments Loan REMIC Regular Interests shall
be distributable to the Class R Certificates in respect of the Carlton Court
Apartments Loan REMIC Residual Interest as provided in Section 3.33(a).
Servicing Fees, Primary Servicing Fees, Trustee Fees and all other servicing
compensation with respect to the Carlton Court Apartments Loan shall be deemed
to be paid by the Carlton Court Apartments Loan REMIC.

      Section 4.02 Statements to Certificateholders; Reports by Trustee; Other
Information Available to the Holders and Others. (a) On each Distribution Date,
based solely upon the information regarding the Loans delivered to the Trustee
by the Master Servicers, the Trustee shall prepare and make available, and, upon
request, forward, to any Privileged Person, Bloomberg, L.P., the Trepp Group,
Charter Research Corporation and Intex Solutions, a statement substantially in
the form of and containing the information set forth in, Exhibit E hereto (the
"Statement to Certificateholders"), detailing the distributions on such
Distribution Date and the performance, both in the aggregate and individually to
the extent available, of the Loans and the Mortgaged Properties; provided that
the Trustee need not deliver to any Privileged Person any Statement to
Certificateholders that has been made available to such Person via the Trustee's
internet website as provided below; and provided, further, that the Trustee has
no affirmative obligation to discover the identities of Certificate Owners and
need only react to Persons claiming to be Certificate Owners in accordance with
Section 5.06; and provided, further, that during any period that reports are
required to be filed with the Commission with respect to the Trust pursuant to
Section 15(d) of the Exchange Act, each recipient of the Statement to
Certificateholders shall be deemed to have agreed to keep confidential the
information therein until such Statement to Certificateholders is filed with the
Commission.

      On each Distribution Date, the Trustee shall provide or make available
electronically (or, upon request, by first class mail) to each Privileged Person
each file and report comprising the CMSA Investor Reporting Package and any
other report at the direction of the Depositor, to the extent received by the
Trustee since the prior Distribution Date (or, in the case of the initial
Distribution Date, since the Closing Date); provided that during any period that
reports are required to be filed with the Commission with respect to the Trust
pursuant to Section 15(d) of the Exchange Act, each recipient of such files and
reports shall be deemed to have agreed to keep confidential the information in
any such file or report until such particular file or report is filed with the
Commission.

      The Trustee shall have no obligation to provide the information or reports
described in this Section 4.02(a) until it has received the requisite
information or reports from the Master Servicers provided for herein, and the
Trustee shall not be in default hereunder due to a delay in providing the
Certificateholder Reports caused by a Master Servicer's or Special Servicer's
failure to timely deliver any information or reports hereunder. None of the
Master Servicers, the Special Servicers or the Trustee shall be responsible for
the accuracy or completeness of any information supplied to it by a Borrower,
each other or a third party, and accepted by it in good faith, that is included
in any reports, statements, materials or information prepared or provided by
such Master Servicer, such Special Servicer or the Trustee, as applicable. None
of the Trustee, the Master Servicers or the Special Servicers shall have any
obligation to verify the accuracy or completeness of any information provided by
a Borrower, a third party or each other.

      The Trustee shall make available each month, to the general public, the
related Statement to Certificateholders via its internet website initially
located at "www.ctslink.com". In addition, the Trustee shall make available each
month, via its internet website on a restricted basis solely to Privileged
Persons, (i) the Unrestricted Master Servicer Reports, (ii) the CMSA Bond Level
File, CMSA Loan Periodic Update File, CMSA Loan Setup File and the CMSA
Collateral Summary File, (iii) any other report at the direction of the
Depositor and (iv) as a convenience to the general public (and not in
furtherance of the distribution thereof under the securities laws), the
Prospectus and this Agreement. Upon notification by the Depositor that the
Initial Purchaser has sold the Non-Registered Certificates to unaffiliated third
parties, the Trustee shall remove the restriction provided for in the preceding
sentence and shall make such reports and documents available to the general
public. The Trustee shall also make available each month, on a restricted basis
to any Privileged Person via its internet website, (i) the Restricted Master
Servicer Reports, and (ii) any other report at the direction of the Depositor.
During any period that reports are required to be filed with the Commission with
respect to the Trust pursuant to Section 15(d) of the Exchange Act, each
recipient of such files and reports shall be deemed to have agreed to keep
confidential any such information that has not been filed with the Commission.

      The Trustee makes no representations or warranties as to the accuracy or
completeness of any report, document or other information made available on its
internet website and assumes no responsibility therefor. In addition, the
Trustee may disclaim responsibility for any information distributed by the
Trustee for which it is not the original source.

      In connection with providing access to the Trustee's internet website, the
Trustee may require registration and the acceptance of a disclaimer. The Trustee
shall not be liable for the dissemination of information in accordance herewith.
Questions regarding the Trustee's internet website can be directed to the
Trustee's CMBS customer service desk at (301) 815-6600 or such other number as
the Trustee may hereinafter specify.

      The Trustee shall be entitled to rely on but shall not be responsible for
the content or accuracy of any information provided by third parties for
purposes of preparing the Statement to Certificateholders and may affix thereto
any disclaimer it deems appropriate in its reasonable discretion (without
suggesting liability on the part of any other party hereto).

      Within a reasonable period of time after the end of each calendar year,
upon request, the Trustee shall make available, and, upon written request, send
to each Person who at any time during the calendar year was a Certificateholder
of record, a report summarizing on an annual basis (if appropriate) the items
set forth on page 2 to Exhibit E hereto and such other information as may be
required to enable such Certificateholder to prepare its federal income tax
returns. Such information shall include the amount of original issue discount
accrued on each Class of Certificates held by Persons other than Holders
exempted from the reporting requirements and information regarding the expenses
of the Trust. Such requirement shall be deemed to be satisfied to the extent
such information is provided pursuant to applicable requirements of the Code
from time to time in force.

      (b) No less often than on a monthly basis, each Master Servicer and
Special Servicer shall, without charge, make a knowledgeable Servicing Officer
available to answer questions from the Directing Certificateholder regarding the
performance and servicing of the Loans and/or REO Properties for which such
Master Servicer or Special Servicer, as the case may be, is responsible. Each
Master Servicer and Special Servicer shall condition such disclosure upon the
Directing Certificateholder entering into a reasonable and customary
confidentiality agreement reasonably acceptable to such servicer regarding such
disclosure to it.

      No Master Servicer or Special Servicer shall be required to confirm,
represent or warrant the accuracy or completeness of any other Person's
information or report included in any communication from such Master Servicer or
Special Servicer under this Agreement.

      (c) No Master Servicer or Special Servicer shall be required to conduct
research or obtain information that is not available to such Master Servicer or
Special Servicer, as the case may be, in the ordinary course of its servicing
activities hereunder. In addition, no Master Servicer or Special Servicer shall
be required to (i) answer commercially unreasonable questions, (ii) answer
questions relating to matters that extend beyond the scope of its duties as a
Master Servicer or Special Servicer, as applicable, (iii) answer questions that
would, in such Master Servicer's or Special Servicer's sole discretion, require
such Master Servicer or Special Servicer, as the case may be, to devote an
unreasonable amount of time or resources to answer, (iv) disclose information
that would violate the terms of any of the Loan Documents or applicable law or
initiate contact with Borrowers or third parties except in connection with the
ordinary course of its servicing duties hereunder or (v) express opinions or
make recommendations under this Section 4.02(c) (it being understood that each
Master Servicer and Special Servicer may limit its responses to factual
matters). Provision of information pursuant to this Section 4.02(c) by a Master
Servicer or Special Servicer shall be subject to Sections 3.26(i) and 3.26(k).

      Section 4.03 P&I Advances. (a) On or before 2:30 p.m. New York City time
on each Master Servicer Remittance Date, each Master Servicer shall (i) remit to
the Trustee for deposit into the Distribution Account (or the Carlton Court
Apartments Loan REMIC Distribution Account in the case of the Carlton Court
Apartments Loan) from its own funds an amount equal to the aggregate amount of
P&I Advances, if any, to be made in respect of the related Distribution Date,
(ii) apply amounts held in such Master Servicer's Collection Account that are
not required to be part of the Available Distribution Amount for such
Distribution Date or (iii) make P&I Advances in the form of any combination of
(i) and (ii) aggregating the total amount of P&I Advances to be made by such
Master Servicer. Any amounts held in any Master Servicer's Collection Account
not required to be a part of the Available Distribution Amount for such
Distribution Date and so used to make P&I Advances shall be appropriately
reflected in such Master Servicer's records and replaced by such Master Servicer
by deposit in such Collection Account on or before the next succeeding P&I
Advance Determination Date (to the extent not previously replaced through the
deposit of Late Collections of the delinquent principal and/or interest in
respect of which such P&I Advances were made). To the extent that a Master
Servicer fails to make a P&I Advance required to be made by such Master Servicer
hereunder on the Distribution Date (other than a P&I Advance that such Master
Servicer or the Trustee determines is a Nonrecoverable Advance), the Trustee
shall make such P&I Advance unless the Trustee determines that any such P&I
Advance, if made, would be a Nonrecoverable Advance. To the extent the Trustee
is required hereunder to make P&I Advances on the Mortgage Pool, it shall
deposit the amount thereof in the Distribution Account (or the Carlton Court
Apartments Loan REMIC Distribution Account, as applicable) on or before 11:00
a.m. New York City time on the related Distribution Date.

      (b) Subject to Sections 4.03(c) and (e) below, the aggregate amount of P&I
Advances to be made by a Master Servicer with respect to any Distribution Date
shall equal the aggregate of: (i) with respect to the Loans as to which such
Master Servicer is the applicable Master Servicer, all Monthly Payments (in each
case, net of related Primary Servicing Fees, Master Servicing Fees, Broker Strip
Interest and Workout Fees, if any), other than Balloon Payments, that were due
on such Loans during any related Due Period and delinquent as of the close of
business on the Determination Date preceding the related Master Servicer
Remittance Date; and (ii) with respect to each Loan as to which such Master
Servicer is the applicable Master Servicer and as to which the related Balloon
Payment was due during or prior to the related Due Period and was delinquent as
of the end of the related Due Period, and also with respect to each successor
REO Loan with respect to a Loan as to which such Master Servicer was the
applicable Master Servicer, any uncollected portion of the Assumed Scheduled
Payment (in each case, net of related Primary Servicing Fees, Master Servicing
Fees and Workout Fees, if any) deemed due thereon during the related Due Period.
All P&I Advances for any Loans that have been modified shall be calculated on
the basis of their terms as modified. Subject to subsection (c) and (e) below,
the obligation of each Master Servicer to make such P&I Advances is mandatory
and, with respect to any Loan or REO Loan, shall continue until the Distribution
Date on which the proceeds, if any, received in connection with a Liquidation
Event with respect thereto are to be distributed. None of the Master Servicers
or the Trustee shall be required or permitted to make P&I Advances as to any
Junior Loan.

      (c) Notwithstanding anything herein to the contrary, neither a Master
Servicer nor the Trustee shall be required to make a P&I Advance, if such Master
Servicer or the Trustee determines, in accordance with the definition thereof,
that any such P&I Advance would be a Nonrecoverable Advance. The Trustee may
conclusively rely on any determination of nonrecoverability by the applicable
Master Servicer. No Special Servicer shall be required to make P&I Advances
under this Agreement. On each Determination Date, the applicable Special
Servicer shall report to the applicable Master Servicer such Special Servicer's
determination as to whether any P&I Advance made with respect to any previous
Distribution Date or required to be made with respect to such Distribution Date
with respect to any Specially Serviced Loan or REO Loan is a Nonrecoverable P&I
Advance. A Master Servicer shall be entitled to conclusively rely on (but shall
not be bound by) such determination.

      (d) In connection with the recovery of any P&I Advance out of any
Collection Account pursuant to Section 3.05(a), or out of the Distribution
Account pursuant to Section 3.05(b), the Master Servicer or other party (which
may include the Trustee) that made such P&I Advance shall be entitled to
receive, out of any amounts then on deposit in such Collection Account or
Distribution Account (subject to any limitations pursuant to Section 1.05 and/or
Section 3.05), interest at the Reimbursement Rate in effect from time to time,
accrued on the amount of such P&I Advance from the date made to but not
including the date of reimbursement; provided that such interest shall not
accrue on any P&I Advance made in respect of a delinquent Monthly Payment until
after the expiration of any applicable grace period relating thereto. Subject to
Section 3.19(e), a Master Servicer shall reimburse itself or the Trustee, as the
case may be, for any outstanding P&I Advance made in respect of any Loan for
which such Master Servicer is the applicable Master Servicer (or in respect of
any successor REO Loan with respect thereto), as soon as practicably possible
after funds available for such purpose are deposited in such Master Servicer's
Collection Account. In no event shall interest accrue in accordance with this
Section 4.03(d) on any P&I Advance as to which the corresponding Late Collection
was received by or on behalf of the Trust as of the related Master Servicer
Remittance Date. In addition, the Master Servicer shall not be entitled to
Advance Interest on any particular P&I Advance made thereby to the extent a
payment is received but is being held by or on behalf of the Master Servicer in
suspense.

      (e) Notwithstanding the foregoing, (i) neither a Master Servicer nor the
Trustee shall be required or permitted to make a P&I Advance for any Junior Loan
or an advance for Penalty Charges, Yield Maintenance Charges, Balloon Payments
or Excess Interest, (ii) the amount required to be advanced in respect of the
interest portion of delinquent Monthly Payments and Assumed Scheduled Payments
on any Loan or REO Loan in the Mortgage Pool that has been subject to an
Appraisal Reduction will equal, with respect to any Distribution Date, the
amount of interest that would be required to be advanced by the applicable
Master Servicer without giving effect to the Appraisal Reduction Amount,
multiplied by a fraction, the numerator of which is equal to the Stated
Principal Balance of such Loan or REO Loan, as the case may be, net of the
Appraisal Reduction Amount (or, in the case of an A Loan or any successor REO
Loan with respect thereto, the portion of the Appraisal Reduction Amount in
respect of the subject Loan Combination allocable to such A Loan or REO Loan, as
the case may be), and the denominator of which is equal to the Stated Principal
Balance of such Loan or REO Loan, as the case may be, for such Distribution
Date, and (iii) if the monthly payment on any Loan has been reduced or the final
maturity extended, in connection with a bankruptcy or similar proceeding
involving the related Borrower or a modification, waiver or amendment granted or
agreed to by the applicable Special Servicer pursuant to Section 3.20, and the
monthly payment due and owing during the extension period is less than the
amount of the Monthly Payments prior to such modification, then the applicable
Master Servicer shall, as to such Loan, advance only the amount of the Monthly
Payment due and owing after taking into account such reduction (net of related
Primary Servicing Fees, Master Servicing Fees and Workout Fees), in the event of
subsequent delinquencies thereon.

      Section 4.04 Allocation of Collateral Support Deficit. (a) On each
Distribution Date, immediately following the distributions to be made on such
date pursuant to Section 4.01, the Trustee shall calculate the amount, if any,
by which (i) the aggregate Stated Principal Balance (for purposes of this
calculation only, not giving effect to any reductions of the Stated Principal
Balance for payments and other collections of principal on the Mortgage Pool
that were used to reimburse any Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts pursuant to Section 3.05(a) and/or Section 3.05(b), other
than payments and other collections of principal used to reimburse
Nonrecoverable Advances or Workout-Delayed Reimbursement Amounts with respect to
Loans and REO Loans as to which a Final Recovery Determination has been made) of
the Mortgage Pool (excluding the Carlton Court Apartments Non-Pooled Portion)
expected to be outstanding immediately following such Distribution Date is less
than (ii) then aggregate Certificate Principal Balance of the Sequential Pay
Certificates (other than the Class CCA Certificates) after giving effect to
distributions of principal on such Distribution Date (any such deficit, the
"Collateral Support Deficit"). Any allocation of Collateral Support Deficit to a
Class of Sequential Pay Certificates (other than the Class CCA Certificates)
shall be made by reducing the Class Principal Balance thereof by the amount so
allocated. Any Collateral Support Deficit allocated to a Class of Sequential Pay
Certificates shall be allocated among the respective Certificates of such Class
in proportion to the Percentage Interests evidenced thereby. The allocation of
Collateral Support Deficit shall constitute an allocation of losses and other
shortfalls experienced by the Trust Fund. Reimbursement of previously allocated
Collateral Support Deficit will not constitute distributions of principal for
any purpose and will not result in an additional reduction in the Class
Principal Balance of the Class of Sequential Pay Certificates in respect of
which any such reimbursement is made.

      (b) On each Distribution Date, the Class Principal Balances of the
Sequential Pay Certificates (other than the Class CCA Certificates) will be
reduced without distribution to the extent of the portion of any Collateral
Support Deficit, if any, allocable to such Certificates with respect to such
Distribution Date. Such reductions shall be allocated among the respective
Classes of Sequential Pay Certificates as follows: first, to the Class S
Certificates, second, to the Class Q Certificates, third, to the Class P
Certificates, fourth, to the Class O Certificates, fifth, to the Class N
Certificates; sixth, to the Class M Certificates; seventh, to the Class L
Certificates; eighth, to the Class K Certificates; ninth, to the Class J
Certificates; tenth, to the Class H Certificates; eleventh, to the Class G
Certificates; twelfth, to the Class F Certificates; thirteenth, to the Class E
Certificates; fourteenth, to the Class D Certificates; fifteenth, to the Class C
Certificates; sixteenth, to the Class B Certificates; seventeenth, to the Class
A-J Certificates; and eighteenth, to the Class A-M Certificates, in each case,
until the remaining Class Principal Balance of each such Class of Certificates
has been reduced to zero. Following the reduction of the Class Principal
Balances of all such Classes to zero, any remaining Collateral Support Deficit
shall be allocated among the Class A-1, Class A-1-A, Class A-2, Class A-3, Class
A-AB and Class A-4 Certificates, pro rata (based upon the Class Principal
Balance of each such Class), until the remaining Class Principal Balances of
such Classes have been reduced to zero. Any Collateral Support Deficit allocated
to a Class of Certificates will be allocated among respective Certificates of
such Class in proportion to the Percentage Interests evidenced thereby.

      (c) If, on any Distribution Date, any portion of a Collateral Support
Deficit is allocated to any particular Class of Sequential Pay Certificates,
then such portion of such Collateral Support Deficit shall, on such Distribution
Date, also be deemed allocated to such Class' Corresponding Uncertificated
Lower-Tier Interest(s), in reduction of the related Lower-Tier Principal Amount.

      (d) On each Distribution Date, immediately following the distribution to
be made on such date pursuant to Section 4.01, the Trustee shall calculate the
amount, if any, by which (i) the Stated Principal Balance of the Carlton Court
Apartments Loan (or any related REO Mortgage Loan) expected to be outstanding
immediately following such Distribution Date is less than (ii) the sum of the
Stated Principal Balance of the Carlton Court Apartments Pooled Portion and the
Certificate Balance of the Class CCA Certificates, respectively, after giving
effect to distributions of principal on such Distribution Date (any such
deficit, the "Carlton Court Apartments Collateral Support Deficit"). Following
each Servicer Remittance Date, the Carlton Court Apartments Collateral Support
Deficit will be allocated as follows: first, to the Class CCA Certificates,
until the remaining Certificate Balance of such Class has been reduced to zero;
and then, to the Carlton Court Apartments Pooled Portion, until the Stated
Principal Balance thereof has been reduced to zero. Any allocation of Carlton
Court Apartments Collateral Support Deficits to any class of the Class CCA
Certificates shall be made by reducing the Certificate Balance thereof by the
amount so allocated. Any allocation of Carlton Court Apartments Collateral
Support Deficit to the Carlton Court Apartments Pooled Portion shall be made by
reducing the Stated Principal Balance thereof by the amount so allocated, and
shall reduce the Loan REMIC Balance of the Carlton Court Apartments Loan REMIC
Regular Interest A. Any Carlton Court Apartments Collateral Support Deficit
allocated to Class CCA Certificates shall be allocated among the respective
Certificates of such Class in proportion to the Percentage Interests evidenced
thereby. Any Carlton Court Apartments Collateral Support Deficit allocated to
the Class CCA Certificates with respect to a Distribution Date shall reduce the
Lower-Tier Principal Amount of the Class LCCA Uncertificated Interests as a
write off, as applicable, and shall reduce the Loan REMIC Balance of the Carlton
Court Apartments Loan REMIC Regular Interest B. The allocation of Carlton Court
Apartments Collateral Support Deficits shall constitute an allocation of losses
and other shortfalls experienced by the Trust Fund with respect to the Carlton
Court Apartments Loan. Any Carlton Court Apartments Collateral Support Deficit
allocated to the Carlton Court Apartments Pooled Portion shall be treated as a
loss on the related loan consisting of the Carlton Court Apartments Pooled
Portion and will result in a Collateral Support Deficit. Reimbursement of
previously allocated Carlton Court Apartments Collateral Support Deficits will
not constitute distributions of principal for any purpose and will not result in
an additional reduction in the Certificate Balance of the Class CCA
Certificates, the Lower-Tier Principal Amount of the related Uncertificated
Lower-Tier Interests or the Stated Principal Balance of the Carlton Court
Apartments Pooled Portion or the Carlton Court Apartments Non-Pooled Portion (or
Loan REMIC Balances of the Carlton Court Apartments Loan REMIC Regular
Interest).

      Section 4.05 Allocations of Uncovered Prepayment Interest Shortfall
Amounts. (a) The portion of any Uncovered Prepayment Interest Shortfall Amount
for any Distribution Date that is allocable to any particular Class of Regular
Certificates (other than the Class CCA Certificates and the Class A-Y
Certificates) shall equal the product of:

            (i) the total amount of such Uncovered Prepayment Interest Shortfall
      Amount (exclusive of any portion thereof allocable to the Class A-Y
      Certificates in accordance with the next paragraph), multiplied by

            (ii) a fraction, the numerator of which is the Accrued Certificate
      Interest Amount with respect to the subject Class of Regular Certificates
      for such Distribution Date, and the denominator of which is the aggregate
      Accrued Certificate Interest Amount with respect to all of the Classes of
      Regular Certificates (other than the Class A-Y Certificates) for such
      Distribution Date.

      The portion of any Uncovered Prepayment Interest Shortfall Amount for any
Distribution Date that is allocable to the Class A-Y Certificates shall equal
the sum of the products obtained by multiplying, in the case of each Specially
Designated Co-op Loan that was the subject of a Prepayment Interest Shortfall
incurred during the related Due Period:

            (iii) the total amount of such Uncovered Prepayment Interest
      Shortfall Amount attributable to such Specially Designated Co-op Loan
      (after reduction for any Compensating Interest or Prepayment Interest
      Excess remitted by Master Servicer No. 3 to offset Prepayment Interest
      Shortfalls incurred during the related Collection Period), multiplied by

            (iv) a fraction, the numerator of which is 0.10%, and the
      denominator of which is the Net Mortgage Rate for such Specially
      Designated Co-op Loan.

      No portion of any Uncovered Prepayment Interest Shortfall Amount for any
Distribution Date that is attributable to a Loan that is not a Specially
Designated Co-op Loan shall be allocable to or reduce interest distributions on
the Class A-Y Certificates.

      Any portion of an Uncovered Prepayment Interest Shortfall Amount for any
Distribution Date that is allocable to the Class A-X Certificates shall, in
turn, be deemed allocated to the respective Components of such Class of
Certificates on a pro rata basis in accordance with the respective Accrued
Component Interest Amounts of such Components for such Distribution Date.

      (b) Any portion of an Uncovered Prepayment Interest Shortfall Amount for
any Distribution Date that is allocable to any Class of Sequential Pay
Certificates shall be deemed to have first been allocated to the Corresponding
Uncertificated Lower-Tier Interest; any portion of an Uncovered Prepayment
Interest Shortfall Amount for any Distribution Date that is allocable to any
Component of the Class A-X Certificates shall be deemed to have first been
allocated to the Corresponding Uncertificated Lower-Tier Interest for such
Component; and any portion of an Uncovered Prepayment Interest Shortfall Amount
for any Distribution Date that is allocable to the Class A-Y Certificates shall
be deemed to have first been allocated to the Class LA-Y Lower-Tier Interest.

      (c) Uncovered Prepayment Interest Shortfalls on the Carlton Court
Apartments Loan shall be applied pro rata to the Carlton Court Apartments Pooled
Portion and Carlton Court Apartments Non-Pooled Portion, based on their
respective accrued interest amounts.

      Section 4.06 Reserved.

      Section 4.07 Grantor Trust Reporting. The parties intend that the portion
of the Trust Fund consisting of Excess Interest and the Excess Interest
Distribution Account and the Broker Strip Interests and related amounts in the
Collection Account shall constitute, and that the affairs of such portion of the
Trust Fund shall be conducted so as to qualify such portion as, a "grantor
trust" under subpart E, Part I of subchapter J of the Code, and the provisions
hereof shall be interpreted consistently with this intention. Accordingly, the
Trustee agrees not to vary the investment of the Class V Certificateholders or
the Broker Strip Payees in the Grantor Trust with a view to taking advantage of
fluctuations in market rates of interest to improve their rates of return. In
furtherance of such intention, the Trustee shall furnish or cause to be
furnished to Class V Certificateholders and each Broker Strip Payee information
returns with respect to income relating to their share of Excess Interest or the
related Broker Strip Interest, as applicable, and such other information as may
be required pursuant to the Code, and shall file or cause to be filed with the
Internal Revenue Service, such information returns, schedules and other
information, together with Form 1041 or such other form as may be applicable, at
the time or times and in the manner required by the Code.

                                   ARTICLE V

                                THE CERTIFICATES

      Section 5.01 The Certificates. (a) The Certificates shall consist of 23
Classes with the following respective alphabetic or alphanumeric Class
designations: "A-X," "A-Y," "A-1," "A-1-A," "A-2," "A-3," "A-AB," "A-4," "A-M,"
"A-J," "B," "C," "D," "E," "F," "G," "H," "J," "K," "L," "M," "N," "O," "P,"
"R," "CCA," and "V," respectively. Any reference in any other section or
subsection of this Agreement to any Certificate or Certificates preceded by a
Class designation shall be to a Certificate or Certificates of the Class so
designated in this Section 5.01(a).

      (b) The Certificates will be substantially in the respective forms
attached hereto as Exhibits A-1 through A-6; provided, however, that any of the
Certificates may be issued with appropriate insertions, omissions, substitutions
and variations, and may have imprinted or otherwise reproduced thereon such
legend or legends, not inconsistent with the provisions of this Agreement, as
may be required to comply with any law or with rules or regulations pursuant
thereto, or with the rules of any securities market in which the Certificates
are admitted to trading, or to conform to general usage. The Certificates will
be issuable in registered form only; provided, however, that in accordance with
Section 5.03 beneficial ownership interests in the Regular Certificates (other
than the Class A-Y Certificates) initially shall (and, at the option of the
Depositor, following the Closing Date, all or a portion of any other Class of
Certificates may) be held and transferred through the book-entry facilities of
the Depository. The Class A-Y Certificates shall be initially issued as
Definitive Certificates. The Regular Certificates will be issuable only in
denominations corresponding to initial Certificate Principal Balances (or, in
the case of the Interest-Only Certificates, initial Certificate Notional
Amounts) as of the Closing Date of not less than $10,000 (or, in the case of the
Interest-Only Certificates, $100,000) and any whole dollar denomination in
excess thereof. The Class R and Class V Certificates will be issuable only in
denominations representing Percentage Interests in the related Class of not less
than 10.0%.

      (c) The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee in its capacity as trustee hereunder by an authorized
signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized signatory of the Trustee shall
be entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Certificate Registrar by manual signature, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.

      Section 5.02 Registration of Transfer and Exchange of Certificates. (a) At
all times during the term of this Agreement, there shall be maintained at the
office of the Certificate Registrar a Certificate Register in which, subject to
such reasonable regulations as the Certificate Registrar (located as of the
Closing Date at Wells Fargo Center, Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479-0113) may prescribe, the Certificate Registrar
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. The Trustee is hereby initially
appointed (and hereby agrees to act in accordance with the terms hereof) as
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided. The Trustee may appoint, by a
written instrument delivered to the other parties hereto, any other bank or
trust company to act as Certificate Registrar under such conditions as the
Trustee may prescribe; provided that the Trustee shall not be relieved of any of
its duties or responsibilities hereunder as Certificate Registrar by reason of
such appointment. If the Trustee resigns or is removed in accordance with the
terms hereof, the successor trustee shall immediately succeed to its
predecessor's duties as Certificate Registrar. The Depositor, the Master
Servicers and the Special Servicers shall each have the right to inspect the
Certificate Register or to obtain a copy thereof at all reasonable times, and to
rely conclusively upon a certificate of the Certificate Registrar as to the
information set forth in the Certificate Register.

      If three or more Certificateholders make a written request to the Trustee,
and such request states that such Certificateholders desire to communicate with
other Certificateholders with respect to their rights under this Agreement or
under the Certificates and is accompanied by a copy of the communication that
such requesting Certificateholders propose to transmit, then the Trustee shall,
within 30 days after the receipt of such request, afford (or cause any other
Certificate Registrar to afford) the requesting Certificateholders access during
normal business hours to, or deliver to the requesting Certificateholders a copy
of, the most recent list of Certificateholders held by the Certificate Registrar
(which list shall be current as of a date no earlier than 30 days prior to the
Trustee's receipt of such request). Every Certificateholder, by receiving such
access, acknowledges that neither the Certificate Registrar nor the Trustee will
be held accountable in any way by reason of the disclosure of any information as
to the names and addresses of any Certificateholder regardless of the source
from which such information was derived.

      (b) No transfer, sale, pledge or other disposition of any Non-Registered
Certificate or interest therein shall be made unless that transfer, sale, pledge
or other disposition is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws, or
is otherwise made in accordance with the Securities Act and such state
securities laws.

      If a transfer of any Non-Registered Certificate is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Certificates or a transfer of such Non-Registered Certificate by
the Depositor or an Affiliate of the Depositor or, in the case of a Global
Certificate, any transfer of such Certificate to a successor Depository or, in
the case of a Definitive Certificate issued with respect to a Global
Certificate, any transfer of such Certificate to the applicable Certificate
Owner in accordance with Section 5.03(c)), then the Certificate Registrar shall
refuse to register such transfer unless it receives (and, upon receipt, may
conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as
Exhibit F-1A; or (ii) a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached hereto as Exhibit F-1B
and a certificate from such Certificateholder's prospective Transferee
substantially in the form attached hereto either as Exhibit F-2A or as Exhibit
F-2B; or (iii) an Opinion of Counsel satisfactory to the Trustee to the effect
that such transfer may be made without registration under the Securities Act
(which Opinion of Counsel shall not be an expense of the Trust or of the
Depositor, any Master Servicer, either Special Servicer, the Trustee or the
Certificate Registrar in their respective capacities as such), together with the
written certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

      Each Global Certificate shall be deposited with the Trustee as custodian
for the Depository and registered in the name of Cede & Co. as nominee of the
Depository.

      If a transfer of an interest in any Rule 144A Global Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance of the Certificates or a transfer of an interest in
such Rule 144A Global Certificate by the Depositor or an Affiliate of the
Depositor), then (except as provided in the next succeeding paragraph or in the
penultimate paragraph of this Section 5.02(b)) the Certificate Owner desiring to
effect such transfer shall require from its prospective Transferee: (i) a
certificate substantially in the form attached as Exhibit F-2C hereto; or (ii)
an Opinion of Counsel to the effect that the prospective Transferee is a
Qualified Institutional Buyer and such transfer may be made without registration
under the Securities Act. Except as provided in the next succeeding paragraph or
in the penultimate paragraph of this Section 5.02(b), any interest in a Rule
144A Global Certificate shall not be transferred to any Person other than a
Qualified Institutional Buyer that takes delivery in the form of an interest in
such Rule 144A Global Certificate. If any Transferee of an interest in a Rule
144A Global Certificate does not, in connection with the subject transfer,
deliver to the Transferor the Opinion of Counsel or the certification described
in the second preceding sentence, then such Transferee shall be deemed to have
represented and warranted that all the certifications set forth in Exhibit F-2C
hereto are, with respect to the subject transfer, true and correct.

      Notwithstanding the preceding paragraph, any interest in any Rule 144A
Global Certificate may be transferred (without delivery of any certificate or
Opinion of Counsel described in clauses (i) and (ii) of the first sentence of
the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate for the same Class as
such Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Trustee of (i) a certificate from the Certificate Owner desiring to effect
such transfer substantially in the form attached hereto as Exhibit F-1D and a
certificate from such Certificate Owner's prospective Transferee substantially
in the form attached hereto as Exhibit F-2D and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and/or Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in such Rule 144A Global
Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the subject Class of Book-Entry
Certificates, as applicable, to be transferred. Upon delivery to the Trustee of
such certifications and such orders and instructions, the Trustee, subject to
and in accordance with the applicable procedures of the Depository, shall reduce
the denomination of the Rule 144A Global Certificate with respect to the subject
Class of Book-Entry Certificates, as applicable, and increase the denomination
of the Regulation S Global Certificate for such Class, by the denomination of
the beneficial interest in such Class specified in such orders and instructions.

      Except as provided in the next succeeding paragraph or in the penultimate
paragraph of this Section 5.02(b), beneficial interests in any Regulation S
Global Certificate shall not be transferred to any Person other than a
non-United States Securities Person that takes delivery in the form of a
beneficial interest in such Regulation S Global Certificate, and the Certificate
Owner desiring to effect such transfer shall be required to obtain from such
prospective Transferee a certification substantially in the form attached hereto
as Exhibit F-2D. On or prior to the Release Date, beneficial interests in any
Regulation S Global Certificate may be held only through Euroclear or
Clearstream.

      Notwithstanding the preceding paragraph, any interest in any Regulation S
Global Certificate may be transferred (without delivery of any certificate
described in the first sentence of the preceding paragraph) to any Person who
takes delivery in the form of a beneficial interest in the Rule 144A Global
Certificate for the same Class as such Regulation S Global Certificate upon
delivery to the Certificate Registrar and the Trustee of (i) a certificate from
the Certificate Owner desiring to effect such transfer substantially in the form
attached hereto as Exhibit F-1C and a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached hereto as Exhibit F-2C
and (ii) such written orders and instructions as are required under the
applicable procedures of the Depository, Clearstream and/or Euroclear to direct
the Trustee to debit the account of a Depository Participant by a denomination
of interests in such Regulation S Global Certificate, and credit the account of
a Depository Participant by a denomination of interests in such Rule 144A Global
Certificate, that is equal to the denomination of beneficial interests in the
subject Class of Book-Entry Certificates, as applicable, to be transferred. Upon
delivery to the Trustee of such certifications and such orders and instructions,
the Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the Regulation S Global Certificate
with respect to the subject Class of Book-Entry Certificates, as applicable, and
increase the denomination of the Rule 144A Global Certificate for such Class, by
the denomination of the beneficial interest in such Class specified in such
orders and instructions.

      Notwithstanding the foregoing, any interest in a Global Certificate may be
transferred by any Certificate Owner holding such interest to any Institutional
Accredited Investor (other than a Qualified Institutional Buyer) that takes
delivery in the form of a Definitive Certificate of the same Class as such
Global Certificate upon delivery to the Certificate Registrar and the Trustee of
(i) such certifications and/or opinions as are contemplated by the second
paragraph of this Section 5.02(b) and (ii) such written orders and instructions
as are required under the applicable procedures of the Depository, Clearstream
and/or Euroclear to direct the Trustee to debit the account of a Depository
Participant by the denomination of the transferred interests in such Global
Certificate. Upon delivery to the Certificate Registrar of the certifications
and/or opinions contemplated by the second paragraph of this Section 5.02(b),
the Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the subject Global Certificate, and
cause a Definitive Certificate of the same Class as such Global Certificate, and
in a denomination equal to the reduction in the denomination of such Global
Certificate, to be executed, authenticated and delivered in accordance with this
Agreement to the applicable Transferee.

      None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the transfer of any
Non-Registered Certificate or interest therein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
transfer, sale, pledge or other disposition of any Non-Registered Certificate or
interest therein shall, and does hereby agree to, indemnify the Depositor, the
Initial Purchaser, the Master Servicers, the Special Servicers and the
Certificate Registrar against any liability that may result if such transfer,
sale, pledge or other disposition is not exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.

      (c) No transfer of any Certificate or interest therein shall be made to a
Plan or to any Person who is directly or indirectly purchasing such Certificate
or interest therein on behalf of, as named fiduciary of, as trustee of, or with
assets of a Plan, if the purchase and holding of such Certificate or interest
therein by the prospective Transferee would result in a violation of Section 406
or 407 of ERISA or Section 4975 of the Code or would result in the imposition of
an excise tax under Section 4975 of the Code (or, in the case of a governmental
plan, would result in a similar violation of Similar Law).

      Except in connection with the initial issuance of the Certificates or any
transfer of a Non-Registered Certificate by the Depositor or an Affiliate of the
Depositor or, in the case of a Global Certificate, any transfer of such
Certificate to a successor Depository or, in the case of a Definitive
Certificate issued with respect to a Global Certificate, any transfer of such
Certificate to the applicable Certificate Owner in accordance with Section
5.03(c), the Certificate Registrar shall refuse to register the transfer of a
Non-Registered Certificate unless it has received from the prospective
Transferee one of the following: (i) a certification to the effect that such
prospective Transferee is not a Plan and is not directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan or a governmental plan subject to
Similar Law; or (ii) except in the case of a Class R or Class V Certificate, a
certification to the effect that the purchase and continued holding of such
Certificate by such prospective Transferee is exempt from the prohibited
transaction provisions of Section 406 and 407 of ERISA and Section 4975 of the
Code by reason of Sections I and III of Prohibited Transaction Class Exemption
95-60; or (iii) in the case of a Non-Registered Certificate (other than a Class
R or Class V Certificate) that is rated investment grade by at least one of the
Rating Agencies and is being acquired by or on behalf of a Plan in reliance on
PTE 89-90, a certification to the effect that such Plan (X) is an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y)
is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
Trustee, any Exemption-Favored Party, the Depositor, any Mortgage Loan Seller,
any Master Servicer, either Special Servicer, any Primary Servicer, any
Sub-Servicer or any Borrower with respect to Loans constituting more than 5% of
the aggregate unamortized principal of all the Loans determined as of the
Closing Date, or by any Affiliate of such Person, and (Z) agrees that it will
obtain from each of its Transferees a written representation that such
Transferee, if a Plan, satisfies the requirements of the immediately preceding
clauses (iii)(X) and (iii)(Y), together with a written agreement that such
Transferee will obtain from each of its Transferees that are Plans a similar
written representation regarding satisfaction of the requirements of the
immediately preceding clauses (iii)(X) and (iii)(Y); or (iv) or, in the case of
a governmental plan subject to Similar Law, a certification that the purchase
and holding of such Certificate by the governmental plan would not result in a
violation of, or imposition of tax under, such Similar Law; or (v) except in the
case of a Class R or Class V Certificate, a certification of facts and an
Opinion of Counsel (which Opinion of Counsel shall not be an expense of the
Trustee, the Certificate Registrar or the Trust) which otherwise establish to
the reasonable satisfaction of the Trustee that such transfer will not result in
a violation of Sections 406 or 407 of ERISA or Section 4975 of the Code or
result in the imposition of an excise tax under Section 4975 of the Code (or, in
the case of a governmental plan, would not result in a violation of applicable
Similar Law). It is hereby acknowledged that the form of certification attached
hereto as Exhibit G-1 is acceptable for purposes of the preceding sentence.

      Except in connection with the initial issuance of the Certificates or any
transfer of an interest in a Book-Entry Non-Registered Certificate by the
Depositor or an Affiliate of the Depositor, the Certificate Owner desiring to
effect a transfer of an interest in a Book-Entry Non-Registered Certificate
shall obtain from its prospective Transferee one of the following: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing such interest in such Certificate on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan or a
governmental plan subject to Similar Law; or (ii) except in the case of a Class
R or Class V Certificate, a certification to the effect that the purchase and
continued holding of an interest in such Certificate by such prospective
Transferee is exempt from the prohibited transaction provisions of Sections 406
and 407 of ERISA and Section 4975 of the Code by reason of Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) if such Certificate is
not a Class R or Class V Certificate, if such Certificate is rated investment
grade by at least one of the Rating Agencies and if the interest in such
Certificate is being acquired by or on behalf of a Plan in reliance on PTE
89-90, a certification to the effect that such Plan (X) is an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y)
is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
Trustee, the Depositor, any Mortgage Loan Seller, any applicable Master
Servicer, either Special Servicer, any Primary Servicer, any Sub-Servicer or any
Borrower with respect to Loans constituting more than 5% of the aggregate
unamortized principal of all the Loans determined as of the Closing Date, or by
any Affiliate of such Person, and (Z) agrees that it will obtain from each of
its Transferees a written representation that such Transferee, if a Plan,
satisfies the requirements of the immediately preceding clauses (iii)(X) and
(iii)(Y), together with a written agreement that such Transferee will obtain
from each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(iii)(X) and (iii)(Y); or (iv) or, in the case of a governmental plan subject to
Similar Law, a certification that the purchase and holding of such Certificate
by the governmental plan would not result in a violation of, or imposition of
tax under, such Similar Law; or (v) except in the case of a Class R or Class V
Certificate, a certification of facts and an Opinion of Counsel to the effect
that such transfer will not result in a violation of Sections 406 or 407 of
ERISA or Section 4975 of the Code or result in the imposition of an excise tax
under Section 4975 of the Code (or, in the case of a governmental plan, would
not result in a violation of applicable Similar Law). It is hereby acknowledged
that the form of certification attached hereto as Exhibit G-2 is acceptable for
purposes of the preceding sentence.

      Each Transferee of any Registered Certificate or interest therein or of an
interest in any Book-Entry Non-Registered Certificate shall be deemed to have
represented and warranted that either: (i) such Transferee is not a Plan and is
not directly or indirectly purchasing such Certificate or interest therein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan or a
governmental plan subject to Similar Law; or (ii) the purchase and continued
holding of such Certificate or interest therein by such Transferee is exempt
from the prohibited transaction provisions of Section 406 and 407 of ERISA and
Section 4975 of the Code (or, in the case of a governmental plan, would not
result in a violation of applicable Similar Law).

      (d) (i) Each Person who has or acquires any Ownership Interest in a Class
R Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions and to have
irrevocably authorized the Trustee under clause (d)(ii) below to deliver
payments to a Person other than such Person and, further, to negotiate the terms
of any mandatory disposition and to execute all instruments of Transfer and do
all other things necessary in connection with any such disposition. The rights
of each Person acquiring any Ownership Interest in a Class R Certificate are
expressly subject to the following provisions:

                        (A) Each Person holding or acquiring any Ownership
                  Interest in a Class R Certificate shall be a Permitted
                  Transferee and shall promptly notify the Trustee of any change
                  or impending change in its status as a Permitted Transferee.

                        (B) In connection with any proposed Transfer of any
                  Ownership Interest in a Class R Certificate, the Certificate
                  Registrar shall require delivery to it, and shall not register
                  the Transfer of any Class R Certificate until its receipt, of
                  an affidavit and agreement substantially in the form attached
                  hereto as Exhibit H-1 (a "Transfer Affidavit and Agreement"),
                  from the proposed Transferee, representing and warranting,
                  among other things, that such Transferee is a Permitted
                  Transferee, that it is not acquiring its Ownership Interest in
                  the Class R Certificate that is the subject of the proposed
                  Transfer as a nominee, trustee or agent for any Person that is
                  not a Permitted Transferee, that for so long as it retains its
                  Ownership Interest in a Class R Certificate it will endeavor
                  to remain a Permitted Transferee, and that it has reviewed the
                  provisions of this Section 5.02(d) and agrees to be bound
                  by them.

                        (C) Notwithstanding the delivery of a Transfer Affidavit
                  and Agreement by a proposed Transferee under clause (B) above,
                  if a Responsible Officer of either the Trustee or the
                  Certificate Registrar has actual knowledge that the proposed
                  Transferee is not a Permitted Transferee, no Transfer of an
                  Ownership Interest in a Class R Certificate to such proposed
                  Transferee shall be effected.

                        (D) Each Person holding or acquiring any Ownership
                  Interest in a Class R Certificate shall agree (1) to require a
                  Transfer Affidavit and Agreement in the form attached hereto
                  as Exhibit H-1 from any prospective Transferee to whom such
                  Person attempts to transfer its Ownership Interest in such
                  Class R Certificate and (2) not to transfer its Ownership
                  Interest in such Class R Certificate unless it provides to the
                  Certificate Registrar and the Trustee a certificate
                  substantially in the form attached hereto as Exhibit H-2
                  stating that, among other things, it has no actual knowledge
                  that such prospective Transferee is not a Permitted
                  Transferee.

                        (E) Each Person holding or acquiring an Ownership
                  Interest in a Class R Certificate, by purchasing such
                  Ownership Interest, agrees to give the Trustee written notice
                  that it is a "pass-through interest holder" within the meaning
                  of temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A)
                  immediately upon acquiring an Ownership Interest in a Class R
                  Certificate if it is, or is holding an Ownership Interest in a
                  Class R Certificate on behalf of, a "pass-through interest
                  holder".

            (ii) (A) If any purported Transferee shall become a Holder of a
      Class R Certificate in violation of the provisions of this Section
      5.02(d), then the last preceding Holder of such Class R Certificate that
      was in compliance with the provisions of this Section 5.02(d) shall be
      restored, to the extent permitted by law, to all rights as Holder thereof
      retroactive to the date of registration of such Transfer of such Class R
      Certificate. None of the Depositor, the Trustee or the Certificate
      Registrar shall be under any liability to any Person for any registration
      of Transfer of a Class R Certificate that is in fact not permitted by this
      Section 5.02(d) or for making any payments due on such Certificate to the
      Holder thereof or for taking any other action with respect to such Holder
      under the provisions of this Agreement.

                        (B) If any purported Transferee shall become a Holder of
                  a Class R Certificate in violation of the restrictions in this
                  Section 5.02(d), then, to the extent that retroactive
                  restoration of the rights of the preceding Holder of such
                  Class R Certificate as described in the preceding paragraph of
                  this clause (d)(ii) shall be invalid, illegal or
                  unenforceable, the Trustee shall have the right, but not the
                  obligation, to cause the transfer of such Class R Certificate
                  to a Permitted Transferee selected by the Trustee on such
                  terms as the Trustee may choose, and the Trustee shall not be
                  liable to any Person having an Ownership Interest in such
                  Class R Certificate or any other Person as a result of its
                  exercise of such discretion. Such purported Transferee shall
                  promptly endorse and deliver such Class R Certificate in
                  accordance with the instructions of the Trustee. Such
                  Permitted Transferee may be the Trustee itself or any
                  Affiliate of the Trustee.

            (iii) The Trustee shall make available to the IRS and to those
      Persons specified by the REMIC Provisions all information furnished to it
      by the other parties hereto necessary to compute any tax imposed (A) as a
      result of the Transfer of an Ownership Interest in a Class R Certificate
      to any Person who is a Disqualified Organization, including the
      information described in Treasury Regulations Sections 1.860D-1(b)(5) and
      1.860E-2(a)(5) with respect to the "excess inclusions" for the sole class
      of residual interests in each Trust REMIC and (B) as a result of any
      regulated investment company, real estate investment trust, common trust
      fund, partnership, trust, estate or organization described in Section 1381
      of the Code that holds an Ownership Interest in a Class R Certificate
      having as among its record holders at any time any Person which is a
      Disqualified Organization, and each of the other parties hereto shall
      furnish to the Trustee all information in its possession necessary for the
      Trustee to discharge such obligation. The Person holding such Ownership
      Interest shall be responsible for the reasonable compensation of the
      Trustee for providing such information.

            (iv) The provisions of this Section 5.02(d) set forth prior to this
      clause (iv) may be modified, added to or eliminated; provided that there
      shall have been delivered to the Trustee the following:

                        (A) written confirmation from each Rating Agency to the
                  effect that the modification of, addition to or elimination of
                  such provisions will not result in the downgrading, withdrawal
                  or qualification of the then-current rating assigned by such
                  Rating Agency to any Certificate; and

                        (B) an Opinion of Counsel, in form and substance
                  satisfactory to the Trustee, obtained at the expense of the
                  party seeking such modification of, addition to or elimination
                  of such provisions (but in no event at the expense of the
                  Trustee or the Trust), to the effect that doing so will not
                  (1) cause either Trust REMIC to cease to qualify as a REMIC or
                  be subject to an entity-level tax caused by the Transfer of
                  any Class R Certificate to a Person which is not a Permitted
                  Transferee or (2) cause a Person other than the prospective
                  Transferee to be subject to a REMIC-related tax caused by the
                  Transfer of a Class R Certificate to a Person that is not a
                  Permitted Transferee.

      (e) If a Person is acquiring any Non-Registered Certificate as a fiduciary
or agent for one or more accounts, such Person shall be required to deliver to
the Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee to confirm that, it has
(i) sole investment discretion with respect to each such account and (ii) full
power to make the applicable foregoing acknowledgments, representations,
warranties, certifications and/or agreements with respect to each such account
as set forth in subsections (b), (c) and/or (d), as appropriate, of this Section
5.02.

      (f) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Trustee shall execute and
the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of authorized
denominations of the same Class evidencing a like aggregate Percentage Interest.

      (g) At the option of any Holder, its Certificates may be exchanged for
other Certificates of authorized denominations of the same Class evidencing a
like aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at the offices of the Certificate Registrar maintained for such
purpose. Whenever any Certificates are so surrendered for exchange, the Trustee
shall execute and the Certificate Registrar shall authenticate and deliver the
Certificates which the Certificateholder making the exchange is entitled to
receive.

      (h) Every Certificate presented or surrendered for transfer or exchange
shall (if so required by the Certificate Registrar) be duly endorsed by, or be
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.

      (i) No service charge shall be imposed for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax, expense or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      (j) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

      (k) The Certificate Registrar or the Trustee shall provide to each of the
other parties hereto, upon reasonable written request, an updated copy of the
Certificate Register.

      Section 5.03 Book-Entry Certificates. (a) The Regular Certificates
(exclusive of the Class A-Y Certificates) shall, in the case of each Class
thereof, initially be issued (and, at the option of the Depositor, subsequent to
the Closing Date, all or any portion of any other Class of Certificates may be
issued) as one or more Certificates registered in the name of the Depository or
its nominee and, except as provided in Section 5.02(b) or Section 5.03(c),
transfer of such Certificates may not be registered by the Certificate Registrar
unless such transfer is to a successor Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. Such Certificate Owners shall hold and, subject to Section 5.02,
transfer their respective Ownership Interests in and to such Certificates
through the book-entry facilities of the Depository; and, except as provided in
Section 5.02(b) or Section 5.03(c) below, such Certificate Owners shall not be
entitled to fully registered, physical Certificates ("Definitive Certificates")
in respect of such Ownership Interests. All transfers by Certificate Owners of
their respective Ownership Interests in the Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or indirect participating brokerage firm representing each such Certificate
Owner. Each Depository Participant shall only transfer the Ownership Interests
in the Book-Entry Certificates of Certificate Owners it represents or of
indirect participating brokerage firms for which it acts as agent in accordance
with the Depository's normal procedures. Neither the Trustee nor the Certificate
Registrar shall have any responsibility to monitor or restrict the transfer of
any ownership interest in a Book-Entry Certificate transferable through the
book-entry facilities of the Depository.

      (b) Except as expressly provided to the contrary herein, the Depositor,
each Master Servicer, each Special Servicer, the Trustee and the Certificate
Registrar may for all purposes, including the making of payments due on the
Book-Entry Certificates, deal with the Depository as the authorized
representative of the Certificate Owners with respect to such Certificates for
the purposes of exercising the rights of Certificateholders hereunder. Except as
expressly provided to the contrary herein, the rights of Certificate Owners with
respect to the Book-Entry Certificates shall be limited to those established by
law and agreements between such Certificate Owners and the Depository
Participants and indirect participating brokerage firms representing such
Certificate Owners. Multiple requests and directions from, and votes of, the
Depository as Holder of the Book-Entry Certificates with respect to any
particular matter shall not be deemed inconsistent if they are made with respect
to different Certificate Owners. The Trustee may establish a reasonable record
date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

      (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
discharge properly its responsibilities with respect to any Class of Book-Entry
Certificates, and (B) the Depositor is unable to locate a qualified successor,
or (ii) the Depositor at its option advises the Trustee and the Certificate
Registrar in writing that it elects to terminate the book-entry system through
the Depository with respect to all or any portion of any Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same. Upon surrender to the Certificate Registrar of any Class of Book-Entry
Certificates (or any portion of any Class thereof) by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall execute, and the Certificate Registrar shall
authenticate and deliver, the Definitive Certificates in respect of such Class
(or portion thereof) to the Certificate Owners identified in such instructions.
None of the Depositor, any Master Servicer, either Special Servicer, the Trustee
or the Certificate Registrar shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates for purposes of
evidencing ownership of any Book-Entry Certificates, the registered holders of
such Definitive Certificates shall be recognized as Certificateholders hereunder
and, accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.

      Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates.

      If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be reasonably required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same Class and like Percentage Interest.
Upon the issuance of any new Certificate under this Section, the Trustee and the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.

      Section 5.05 Persons Deemed Owners.

      Prior to due presentment for registration of transfer, the Depositor, the
Master Servicers, the Special Servicers, the Trustee, the Certificate Registrar
and any agent of any of them may treat the Person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and for all other purposes whatsoever,
and none of the Depositor, any Master Servicer, either Special Servicer, the
Trustee, the Certificate Registrar or any agent of any of them shall be affected
by notice to the contrary.

      Section 5.06 Certification by Certificateholders and Certificate Owners.
(a) Each Certificate Owner is hereby deemed by virtue of its acquisition of an
Ownership Interest in the Book-Entry Certificates to agree to comply with the
transfer requirements of Section 5.02.

      (b) To the extent that it is necessary, pursuant to the terms of this
Agreement, to determine whether any Person is a Certificateholder or a
Certificate Owner, the Trustee shall make such determination based on a
certificate of such Person, which certificate shall be in such form as shall be
reasonably acceptable to the Trustee and shall specify the Class and Certificate
Principal Balance or Certificate Notional Amount, as the case may be, of the
Book-Entry Certificate beneficially owned; provided, however, that the Trustee
shall not knowingly recognize such Person as a Certificate Owner if such Person,
to the knowledge of a Responsible Officer of the Trustee, acquired its Ownership
Interest in a Book-Entry Certificate in violation of Section 5.02, or if such
Person's certification that it is a Certificate Owner is in direct conflict with
information obtained by the Trustee from the Depository, Depository Participants
and/or indirect participating brokerage firms for which Depository Participants
act as agents, with respect to the identity of a Certificate Owner (although the
Trustee has no obligation to obtain any such information). The Trustee shall
exercise its reasonable discretion in making any determination under this
Section 5.06(b) and shall afford any Person providing information with respect
to its beneficial ownership of any Book-Entry Certificate an opportunity to
resolve any discrepancies between the information provided and any other
information available to the Trustee.

      (c) From time to time, upon the request of and at no expense to the
Trustee, the Certificate Registrar shall deliver to the Trustee the list of
Certificateholders and their addresses as currently reflected in the Certificate
Register.

                                   ARTICLE VI

          THE DEPOSITOR, THE MASTER SERVICERS AND THE SPECIAL SERVICERS

      Section 6.01 Liability of the Depositor, the Master Servicers and the
Special Servicers. The Depositor, the Master Servicers and the Special Servicers
shall each be liable in accordance herewith only to the extent of the respective
obligations specifically imposed upon and undertaken by the Depositor, each
Master Servicer and each Special Servicer herein.

      Section 6.02 Merger, Consolidation or Conversion of the Depositor, the
Master Servicers or the Special Servicers. (a) Subject to subsection (b) below,
the Depositor, each Master Servicer and each Special Servicer each will keep in
full effect its existence, rights and franchises under the laws of the
jurisdiction of its incorporation or organization, and each will obtain and
preserve its qualification to do business as a foreign corporation or limited
partnership in each jurisdiction in which such qualification is or shall be
necessary to protect the enforceability of the Loans and to perform its
respective duties under this Agreement.

      (b) The Depositor, each Master Servicer and each Special Servicer may each
be merged or consolidated with or into any Person (other than the Trustee), or
transfer all or substantially all of its assets to any Person (other than the
Trustee), in which case any Person resulting from any merger or consolidation to
which the Depositor, such Master Servicer or such Special Servicer shall be a
party, or any Person succeeding to the business of the Depositor, such Master
Servicer or such Special Servicer, shall be the successor of the Depositor, such
Master Servicer or such Special Servicer, as the case may be, hereunder, without
the execution or filing of any paper (other than an assumption agreement wherein
the successor shall agree to perform the obligations of and serve as the
Depositor, Master Servicer No. 1, Master Servicer No. 2, Master Servicer No. 3,
Special Servicer No. 1 or Special Servicer No. 2, as the case may be, in
accordance with the terms of this Agreement) or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that such merger, consolidation or succession will not or has
not resulted in a withdrawal, downgrading or qualification of then-current
ratings of the Classes of Certificates that have been so rated (as evidenced by
a letter to such effect from each Rating Agency, obtained at the expense of the
Person resulting from such merger or consolidation or succeeding to such
business). Notwithstanding the foregoing, prior to the date upon which the
Trust's Exchange Act reporting obligation is suspended by the filing of the Form
15 Suspension Notification as contemplated by Section 11.10, no Master Servicer
or Special Servicer may remain the Master Servicer or Special Servicer under
this Agreement after (x) being merged or consolidated with or into any Person
that is a Prohibited Party in the case of Master Servicer No. 2 or Master
Servicer No. 3, or (y) transferring all or substantially all of its assets to
any Person if such Person is a Prohibited Party in the case of Master Servicer
No. 2 or Master Servicer No. 3, except to the extent (i) such Master Servicer or
Special Servicer is the surviving entity (which may include any direct or
indirect subsidiary of such Master Servicer or Special Servicer, or in the case
of Master Servicer No. 2 may include any direct or indirect subsidiary of
KeyCorp) of such merger, consolidation or transfer and has been and continues to
be in compliance with its Regulation AB reporting obligations hereunder or (ii)
the Depositor consents to such merger, consolidation or transfer, which consent
shall not be unreasonably withheld. The Depositor hereby consents to the
transaction described in the Prospectus Supplement where General Motors
Acceptance Corporation and GMAC Mortgage Group, Inc. would sell a seventy-eight
percent equity interest in GMAC Commercial Holding Corp. ("GMACCH"), the direct
parent of GMACCM, to an investment vehicle controlled by affiliates of Five Mile
Capital Partners LLC, Kohlberg Kravis Roberts & Co. L.P., and The Goldman Sachs
Group, Inc.

      Section 6.03 Limitation on Liability of the Trustee, the Depositor, the
Master Servicers, the Special Servicers and Others. (a) None of the Depositor,
the Trustee, any Master Servicer, either Special Servicer nor any of the
Affiliates, directors, partners, members, managers, shareholders, officers,
employees or agents of any of them shall be under any liability to the Trust
Fund, the Underwriters, the parties hereto, the Certificateholders, the holder
of any Junior Loan or any other Person for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect any
of the Depositor, the Trustee, any Master Servicer and/or either Special
Servicer against any breach of warranties or representations made by such party
herein or any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of its duties or by
reason of negligent disregard of its obligations and duties hereunder. The
Depositor, each Master Servicer, each Special Servicer, the Trustee and any
director, officer, employee or agent of the Depositor, the Trustee, any Master
Servicer or either Special Servicer may rely in good faith on any document of
any kind which, prima facie, is properly executed and submitted by any Person
respecting any matters arising hereunder.

      The Depositor, each Master Servicer, each Special Servicer, the Trustee
and any Affiliate, director, shareholder, member, partner, manager, officer,
employee or agent of any of the foregoing shall be indemnified and held harmless
by the Trust Fund and/or any affected Junior Loan Holder(s), out of amounts on
deposit in a Collection Account, the Distribution Account or, if applicable or a
Junior Loan Custodial Account, all as provided in Section 3.04 and Section 3.05,
against any loss, liability or expense incurred in connection with or relating
to this Agreement, the Loans, any Junior Loan or the Certificates (including the
distribution or posting of reports or other information as contemplated by this
Agreement), other than any loss, liability or expense: (i) specifically required
to be borne by such party pursuant to the terms hereof; (ii) incurred in
connection with any breach of a representation or warranty made by it herein;
(iii) incurred by reason of bad faith, willful misconduct or negligence in the
performance of its obligations or duties hereunder, or by reason of negligent
disregard of such obligations or duties; or (iv) in the case of the Depositor
and any of its directors, officers, employees and agents, incurred in connection
with any violation by any of them of any state or federal securities law;
provided that this provision is in no way intended to apply to the payment of
servicing compensation, the reimbursement of Advances or the payment of interest
on Advances, which the parties hereto acknowledge are expressly addressed
elsewhere in this Agreement; and provided, further, that this provision is not
intended to apply to ordinary expenses (including allocable overhead) incurred
in the customary performance by a Master Servicer or Special Servicer of its
duties hereunder or any expenses that would not constitute "unanticipated
expenses incurred by the REMIC" within the meaning of Treasury Regulations
Section 1.860G-1(b)(iii).

      (b) None of the Depositor, the Trustee, any Master Servicer or either
Special Servicer shall be under any obligation to appear in, prosecute or defend
any legal or administrative action, proceeding, hearing or examination that is
not incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability which it is not reasonably
assured of reimbursement thereof by the Trust; provided, however, that the
Depositor, any Master Servicer, either Special Servicer or the Trustee may in
its discretion undertake any such action, proceeding, hearing or examination
that it may deem necessary or desirable in respect to this Agreement and the
rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal fees, expenses and costs
of such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Depositor, such Master Servicer, such Special Servicer and the Trustee shall be
entitled to be reimbursed therefor out of amounts on deposit in a Collection
Account, the Distribution Account or, if applicable, a Junior Loan Custodial
Account, all as provided in Section 3.04 and Section 3.05.

      (c) Each Master Servicer and Special Servicer agrees to indemnify the
Depositor, the Trust Fund and the Trustee, and hold it harmless, from and
against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related out-of-pocket costs, judgments, and any other
out-of-pocket costs, liabilities, fees and expenses that any of them may sustain
arising from or as a result of any willful misfeasance, bad faith or negligence
of such Master Servicer or Special Servicer, as the case may be, in the
performance of its obligations and duties under this Agreement or by reason of
negligent disregard by such Master Servicer or Special Servicer, as the case may
be, of its duties and obligations hereunder or by reason of breach of any
representations or warranties made by it herein. Each Master Servicer and
Special Servicer may consult with counsel, and any written advice or Opinion of
Counsel shall be full and complete authorization and protection with respect to
any action taken or suffered or omitted by it hereunder in good faith in
accordance with the Servicing Standard and in accordance with such advice or
Opinion of Counsel relating to (i) tax matters, (ii) any amendment of this
Agreement under Article X, (iii) the defeasance of any Defeasance Loan or (iv)
any matter involving legal proceeding with a Borrower.

      The Trustee shall immediately notify the applicable Master Servicer or the
applicable Special Servicer, as applicable, if a claim is made by a third party
with respect to this Agreement or the Loans entitling the Trust Fund or the
Trustee to indemnification hereunder, whereupon such Master Servicer or Special
Servicer, as the case may be, shall assume the defense of such claim and pay all
expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or
them in respect of such claim. Any failure to so notify a Master Servicer or
Special Servicer, as the case may be, shall not affect any rights that the Trust
Fund or the Trustee may have to indemnification under this Agreement or
otherwise, unless such Master Servicer's or Special Servicer's, as the case may
be, defense of such claim is materially prejudiced thereby. The indemnification
provided herein shall survive the termination of this Agreement and the
termination or resignation of the indemnifying party hereunder.

            The Depositor shall immediately notify the Trustee, the applicable
Master Servicer or the applicable Special Servicer, as applicable, if a claim is
made by a third party with respect to this Agreement or the Loans entitling the
Depositor to indemnification hereunder, whereupon such Master Servicer or
Special Servicer, as the case may be, shall assume the defense of such claim and
pay all expenses in connection therewith, including counsel fees, and promptly
pay, discharge and satisfy any judgment or decree which may be entered against
it or them in respect of such claim. Any failure to so notify a Master Servicer
or Special Servicer, as the case may be, shall not affect any rights that the
Depositor may have to indemnification under this Agreement or otherwise, unless
such Master Servicer's or Special Servicer's, as the case may be, defense of
such claim is materially prejudiced thereby. The indemnification provided herein
shall survive the termination of this Agreement and the termination or
resignation of the indemnifying party.

      The Depositor agrees to indemnify each Master Servicer, each Special
Servicer and the Trustee and any Affiliate, director, officer, employee or agent
thereof, and hold them harmless, from and against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related out-of-pocket
costs, judgments, and any other out-of-pocket costs, liabilities, fees and
expenses that any of them may sustain arising from or as a result of any breach
of representations and warranties or failure in the performance of the
Depositor's obligations and duties under this Agreement. The applicable Master
Servicer, the applicable Special Servicer or the Trustee, as applicable, shall
immediately notify the Depositor if a claim is made by a third party with
respect to this Agreement or the Loans entitling it to indemnification
hereunder, whereupon the Depositor shall assume the defense of such claim and
pay all expenses in connection therewith, including counsel fees, and promptly
pay, discharge and satisfy any judgment or decree which may be entered against
it or them in respect of such claim. Any failure to so notify the Depositor
shall not affect any rights that any of the foregoing Persons may have to
indemnification under this Agreement or otherwise, unless the Depositor's
defense of such claim is materially prejudiced thereby. The indemnification
provided herein shall survive the termination of this Agreement and the
termination or resignation of the indemnifying party.

      The Trustee agrees to indemnify each Master Servicer, each Special
Servicer and the Depositor and any Affiliate, director, officer, employee or
agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related
out-of-pocket costs, judgments, and any other out-of-pocket costs, liabilities,
fees and expenses that any of them may sustain arising from or as a result of
any breach of representations and warranties made by it herein or as a result of
any willful misfeasance, bad faith or negligence of the Trustee in the
performance of its obligations and duties under this Agreement or the negligent
disregard by the Trustee of its duties and obligations hereunder. The Depositor,
the applicable Master Servicer or the applicable Special Servicer, as
applicable, shall immediately notify the Trustee if a claim is made by a third
party with respect to this Agreement or the Loans entitling it to
indemnification hereunder, whereupon the Trustee shall assume the defense of
such claim and pay all expenses in connection therewith, including counsel fees,
and promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or them in respect of such claim. Any failure to so notify
the Trustee shall not affect any rights that any of the foregoing Persons may
have to indemnification under this Agreement or otherwise, unless the Trustee's
defense of such claim is materially prejudiced thereby. The indemnification
provided herein shall survive the termination of this Agreement and the
termination or resignation of the indemnifying party.

      Section 6.04 Master Servicers and Special Servicers Not to Resign. Subject
to the provisions of Section 6.02, no Master Servicer or Special Servicer shall
resign from its obligations and duties hereunder except upon (a) a determination
that such party's duties hereunder are no longer permissible under applicable
law or (b) upon the appointment of, and the acceptance of such appointment by, a
successor to the resigning Master Servicer or Special Servicer, as applicable,
and, at the expense of the resigning Master Servicer or Special Servicer, as
applicable, receipt by the Trustee of written confirmation from each applicable
Rating Agency that such resignation and appointment will not cause such Rating
Agency to downgrade, withdraw or qualify any of the then-current ratings
assigned by such Rating Agency to any Class of Certificates. Any such
determination permitting the resignation of a Master Servicer or Special
Servicer pursuant to above clause (a) of the preceding sentence shall be
evidenced by an Opinion of Counsel (the cost of which, together with any other
expenses of such resignation, shall be at the expense of the resigning party) to
such effect delivered to the Trustee. No such resignation by a Master Servicer
or Special Servicer shall become effective until the Trustee or another
successor thereto shall have assumed the resigning Master Servicer's or Special
Servicer's, as applicable, responsibilities and obligations in accordance with
Section 7.02. This section shall not apply to any "deemed resignation" imposed
under any other section of this Agreement except to the extent expressly set
forth in that other section.

      Section 6.05 Rights of the Depositor in Respect of the Master Servicers
and the Special Servicers. The Depositor may, but is not obligated to, enforce
the obligations of the Master Servicers and the Special Servicers hereunder and
may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of a Master Servicer or Special Servicer hereunder or
exercise the rights of a Master Servicer or Special Servicer, as applicable,
hereunder; provided, however, that any such Master Servicer or Special Servicer
shall not be relieved of any of its obligations hereunder by virtue of such
performance by the Depositor or its designee. The Depositor shall not have any
responsibility or liability for any action or failure to act by a Master
Servicer or Special Servicer and is not obligated to supervise the performance
of the Master Servicers or the Special Servicers under this Agreement or
otherwise.

                                  ARTICLE VII

                                     DEFAULT

      Section 7.01 Events of Default; Master Servicer and Special Servicer
Termination.

      (a) "Event of Default," wherever used herein, means any one of the
following events:

            (i) any failure by a Master Servicer to (A) deposit into a
      Collection Account, a Junior Loan Custodial Account, a Servicing Account,
      a Cash Collateral Account or a Lock-Box Account any amount required to be
      so deposited by it pursuant to this Agreement, which failure is not cured
      within two Business Days after such deposit was required to be made, or
      (B) deposit into, or remit to the Trustee for deposit into, the Excess
      Interest Distribution Account, the Excess Liquidation Proceeds Account,
      the Interest Reserve Account or the Distribution Account, as applicable,
      any amount (including a P&I Advance or a payment to cover a Prepayment
      Interest Shortfall) required to be so deposited or remitted by it on any
      Master Servicer Remittance Date, which failure is not cured by 11:00 a.m.
      New York City time on the related Distribution Date (and such Master
      Servicer shall pay to the Trustee, for the account of the Trustee,
      interest on such late remittance at the Reimbursement Rate from and
      including the subject Master Servicer Remittance Date to but excluding the
      subject Distribution Date), or (C) make any Servicing Advance required to
      be made by it pursuant to this Agreement, which failure remains uncured
      for 15 days (or such shorter time as is necessary to avoid the lapse of
      any required Insurance Policy or the foreclosure of any tax lien on the
      related Mortgaged Property); or

            (ii) any failure by a Special Servicer to deposit into, or to remit
      to the applicable Master Servicer for deposit into, a Collection Account,
      a Junior Loan Custodial Account, a Servicing Account or an REO Account, or
      to deposit into, or to remit to the Trustee for deposit into, the
      Distribution Account any amount required to be so deposited or remitted by
      such Special Servicer pursuant to the terms of this Agreement, which
      failure is not cured within two Business Days after such deposit or
      remittance was required to be made, provided, however, that if a Special
      Servicer fails to make any deposit or remittance so required to be made by
      such Special Servicer, and the applicable Master Servicer is required to
      make an Advance for such amount, such Special Servicer shall pay to the
      applicable Master Servicer for deposit into the applicable Collection
      Account, interest on such late deposit or remittance at the Prime Rate
      from and including the date such payment was due until the date such
      payment was actually made; or

            (iii) any failure on the part of a Master Servicer or Special
      Servicer to duly observe or perform in any material respect any other of
      the covenants or agreements on the part of such Master Servicer or Special
      Servicer, as the case may be, contained in this Agreement which continues
      unremedied for a period of 30 days (15 days in the case of a failure to
      pay the premium for any Insurance Policy required to be maintained
      hereunder) after the date on which written notice of such failure,
      requiring the same to be remedied, shall have been given to such Master
      Servicer or Special Servicer, as the case may be, by any other party
      hereto and, with respect to any Loan Combination, by any related Junior
      Loan Holder, as applicable, or to such Master Servicer or Special
      Servicer, as the case may be, the Depositor and the Trustee by the Holders
      of Certificates of any Class evidencing, as to such Class, Percentage
      Interests aggregating not less than 25%; provided, however, that, with
      respect to any such failure which is not curable within such 30-day period
      or 15 day period, as applicable, such Master Servicer or Special Servicer,
      as the case may be, shall have an additional cure period of 30 days to
      effect such cure so long as such Master Servicer or Special Servicer, as
      the case may be, has commenced to cure such failure within such initial
      30-day period or 15 day period, as applicable, and has diligently pursued,
      and is continuing to pursue, a full cure; or

            (iv) any breach on the part of a Master Servicer or a Special
      Servicer of any representation or warranty contained in Section 3.23 or
      Section 3.24, as applicable, which materially and adversely affects the
      interests of any Class of Certificateholders and which continues
      unremedied for a period of 30 days after the date on which notice of such
      breach, requiring the same to be remedied, shall have been given to such
      Master Servicer or Special Servicer, as the case may be, by any other
      party hereto and, with respect to any Loan Combination, by any related
      Junior Loan Holder, as applicable, or to such Master Servicer or Special
      Servicer, as the case may be, the Depositor and the Trustee by the Holders
      of Certificates of any Class evidencing, as to such Class, Percentage
      Interests aggregating not less than 25%; provided, however, that with
      respect to any such breach which is not curable within such 30-day period,
      such Master Servicer or Special Servicer, as the case may be, shall have
      an additional cure period of 30 days to effect such cure so long as such
      Master Servicer or Special Servicer, as the case may be, has commenced to
      cure such breach within the initial 30-day period and has diligently
      pursued, and is continuing to pursue, a full cure; or

            (v) a decree or order of a court or agency or supervisory authority
      having jurisdiction in the premises in an involuntary case under any
      present or future federal or state bankruptcy, insolvency or similar law
      for the appointment of a conservator, receiver, liquidator, trustee or
      similar official in any bankruptcy, insolvency, readjustment of debt,
      marshaling of assets and liabilities or similar proceedings, or for the
      winding-up or liquidation of its affairs, shall have been entered against
      a Master Servicer or a Special Servicer and such decree or order shall
      have remained in force undischarged or unstayed for a period of 60 days;
      provided, however, that, with respect to any such decree or order that
      cannot be discharged, dismissed or stayed within such 60-day period, such
      Master Servicer or Special Servicer, as the case may be, shall have an
      additional period of 30 days to effect such discharge, dismissal or stay
      so long as it has commenced proceedings to have such decree or order
      dismissed, discharged or stayed within the initial 60-day period and has
      diligently pursued, and is continuing to pursue, such discharge, dismissal
      or stay;

            (vi) a Master Servicer or Special Servicer shall consent to the
      appointment of a conservator, receiver, liquidator, trustee or similar
      official in any bankruptcy, insolvency, readjustment of debt, marshaling
      of assets and liabilities or similar proceedings of or relating to such
      Master Servicer or Special Servicer or relating to all or substantially
      all of its property; or

            (vii) a Master Servicer or Special Servicer shall admit in writing
      its inability to pay its debts generally as they become due, file a
      petition to take advantage of any applicable bankruptcy, insolvency or
      reorganization statute, make an assignment for the benefit of its
      creditors, voluntarily suspend payment of its obligations or take any
      corporate action in furtherance of the foregoing; or

            (viii) such master servicer is no longer listed on S&P's Select
      Servicer List as a U.S. Commercial Mortgage Master Servicer (or, with
      respect to NCB, FSB, as a U.S. Commercial Mortgage Servicer), or such
      special servicer is no longer listed on S&P's Select Servicer List as a
      U.S. Commercial Mortgage Special Servicer, and that master servicer or
      special servicer, as the case may be, is not reinstated to such status
      within 60 days, provided that any such master servicer shall have 60 days
      after removal from such default within which it may sell the servicing
      rights to a party acceptable under Section 7.02 of this Agreement; or

            (ix) a servicing officer of the Master Servicer or the Special
      Servicer obtains actual knowledge that Fitch has (a) qualified, downgraded
      or withdrawn any rating then assigned by it to any class of series 2006-C1
      certificates, or (b) placed any class of series 2006-C1 certificates on
      "watch status" in contemplation of possible rating downgrade or withdrawal
      (and that "watch status" placement has not have been withdrawn by it
      within 60 days of such servicing officer obtaining such knowledge), and,
      in either case, cited servicing concerns with the Master Servicer or the
      Special Servicer as the sole or a material factor in such rating action,
      provided that any such master servicer shall have 60 days after removal
      from such default within which it may sell the servicing rights to a party
      acceptable under Section 7.02 of this Agreement.

      If any Event of Default shall have occurred with respect to a Master
Servicer or a Special Servicer and a Responsible Officer has actual knowledge of
such Event of Default, the Trustee shall provide notice of such Event of Default
to each affected Junior Loan Holder.

      (b) If any Event of Default with respect to a Master Servicer or Special
Servicer (in either case, for purposes of this Section 7.01(b), the "Defaulting
Party") shall occur and be continuing, then, and in each and every such case, so
long as such Event of Default shall not have been remedied, the Trustee may, and
at the written direction of the Holders of Certificates entitled to at least 25%
of the Voting Rights, shall, terminate, by notice in writing to the Defaulting
Party (a "Termination Notice"), with a copy of such notice to the Depositor, the
Certificate Registrar and, with respect to any Loan Combination, each related
Junior Loan Holder, all of the rights and obligations of the Defaulting Party
under this Agreement and in and to the Loans and the Junior Loans and the
proceeds thereof; provided, however, that the Defaulting Party shall be entitled
to the payment of any and all compensation, indemnities and reimbursements
accrued by or owing to it on or prior to the date of such termination, as well
as such similar amounts due to it thereafter, if any, including (subject to
reduction in accordance with Section 3.11(a)) with respect to the related Excess
Servicing Strip and Assignable Primary Servicing Fees (in the case of a Master
Servicer), as provided for under this Agreement for services rendered and
expenses incurred.

      From and after the receipt by the Defaulting Party of such written notice,
all authority and power of the Defaulting Party under this Agreement, whether
with respect to the Certificates (other than as a Holder of any Certificate) or
the Loans, the Junior Loans or otherwise, shall pass to and be vested in the
Trustee pursuant to and under this Section, and, without limitation, the Trustee
is hereby authorized and empowered to execute and deliver, on behalf of and at
the expense of the Defaulting Party, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Loans and the Junior Loans and related documents, or otherwise.

      Each Master Servicer and each Special Servicer agrees that if it is
terminated pursuant to this Section 7.01(b), it shall promptly (and in any event
no later than 20 Business Days after its receipt of the notice of termination)
provide the Trustee with all documents and records requested by it to enable the
Trustee to assume such Master Servicer's or Special Servicer's, as the case may
be, functions hereunder, and shall reasonably cooperate with the Trustee in
effecting the termination of such Master Servicer's or Special Servicer's, as
the case may be, responsibilities and rights hereunder, including, without
limitation, the transfer within five Business Days to the Trustee for
administration by it of all cash amounts which shall at the time be or should
have been credited by such Master Servicer to the applicable Collection Account
or any Junior Loan Custodial Account, Servicing Account, Cash Collateral Account
or Lock-Box Account or by such Special Servicer to the applicable REO Account,
as the case may be, or thereafter be received with respect to any Loan, any
Junior Loan or any REO Property (provided, however, that such Master Servicer or
Special Servicer, as the case may be, shall, if terminated pursuant to this
Section 7.01(b), continue to be entitled to receive all amounts accrued or owing
to it under this Agreement on or prior to the date of such termination, whether
in respect of Advances (in the case of a terminated Master Servicer) or
otherwise, as well as amounts due to it thereafter, if any, and it and its
Affiliates, directors, partners, members, managers, shareholders, officers,
employees and agents shall continue to be entitled to the benefits of Section
6.03 notwithstanding any such termination).

      (c) The Holder or Holders of Certificates more than 50% of the Class
Principal Balance of the Controlling Class shall, subject to the provisions of
the following paragraph, be entitled to terminate the rights and obligations of
either Special Servicer under this Agreement, with or without cause, upon 10
Business Days' notice to the Master Servicers, the Special Servicers and the
Trustee, and to appoint a successor Special Servicer; provided, however, that
(i) such successor shall meet the requirements set forth in Section 7.02, (ii)
as evidenced in writing by each of the Rating Agencies (such writing to be
obtained by and at the expense of such Holders), the proposed replacement of a
Special Servicer shall not, in and of itself, result in a downgrading,
withdrawal or qualification of the then-current ratings provided by the Rating
Agencies with respect to any Class of then outstanding Certificates that is
rated, and (iii) the Trustee shall have received (A) an Acknowledgment of
Proposed Special Servicer in the form attached hereto as Exhibit R, executed by
the Person designated to be the successor to such terminated Special Servicer,
and (B) an Opinion of Counsel (which shall not be an expense of the Trustee or
the Trust) substantially to the effect that (1) the removal of such terminated
Special Servicer and/or the appointment of the Person designated to serve as
successor thereto is in compliance with this Section 7.01(c), (2) such
designated Person is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, (3) the Acknowledgment of
Proposed Special Servicer, the form of which is attached hereto as Exhibit I,
has been duly authorized, executed and delivered by such designated Person and
(4) upon the execution and delivery of the Acknowledgment of Proposed Special
Servicer, such designated Person shall be bound by the terms of this Agreement
and, subject to customary bankruptcy and insolvency exceptions and customary
equity exceptions, this Agreement shall be enforceable against such designated
Person in accordance with its terms. Any Special Servicer terminated pursuant to
this Section 7.01(c) shall be deemed to have been so terminated simultaneously
with the designated successor's becoming such Special Servicer hereunder. Such
terminated Special Servicer shall take all reasonable actions necessary to
promptly transfer its rights and obligations hereunder to its successor.

      No penalty or fee shall be payable to a Special Servicer with respect to
any termination pursuant to this Section 7.01(c). Any expenses of the trust as a
result of any termination pursuant to this Section 7.01(c) shall be paid by the
Persons who effected such termination, if the termination was without cause, and
otherwise by the terminated Special Servicer.

      If the Controlling Class Certificates are held in book-entry form, then
the related Certificate Owners with beneficial interests in Controlling Class
Certificates representing more than 50% of the Class Principal Balance of the
Controlling Class, may exercise the same rights set forth above in this Section
7.01(c) to which they would otherwise be entitled if they were
Certificateholders.

      (d) Reserved.

      Section 7.02 Trustee to Act; Appointment of Successor. On and after the
time a Master Servicer or Special Servicer, as the case may be, either resigns
pursuant to clause (a) of the first sentence of Section 6.04(a) or receives a
notice of termination for cause pursuant to Section 7.01(b), and provided that
no acceptable successor has been appointed in accordance with the requirements
of this Agreement, the Trustee shall be and become the successor to such Master
Servicer or Special Servicer, as the case may be, in all respects in its
capacity as a Master Servicer or Special Servicer, as applicable, under this
Agreement and the transactions set forth or provided for herein and shall be
subject to all the responsibilities, duties, liabilities and limitations on
liability relating thereto and that arise thereafter placed on or for the
benefit of such Master Servicer or Special Servicer by the terms and provisions
hereof; provided, however, that any failure to perform such duties or
responsibilities caused by the terminated party's failure under Section 7.01 to
provide information or moneys required hereunder shall not be considered a
default by such successor hereunder.

      The appointment of a successor Master Servicer shall not affect any
liability of the predecessor Master Servicer which may have arisen prior to its
termination as a Master Servicer, and the appointment of a successor Special
Servicer shall not affect any liability of the predecessor Special Servicer
which may have arisen prior to its termination as a Special Servicer. The
Trustee in its capacity as successor to a Master Servicer or Special Servicer
shall not be liable for any of the representations and warranties of such Master
Servicer or Special Servicer, as the case may be, herein or in any related
document or agreement, for any acts or omissions of the predecessor Master
Servicer or Special Servicer, as the case may be, or for any losses incurred by
the predecessor Master Servicer or Special Servicer, as the case may be,
pursuant to Section 3.06 hereunder, nor shall the Trustee be required to
purchase any Loan hereunder.

      As compensation therefor, the Trustee as a successor Master Servicer shall
be entitled to all Master Servicing Fees and other compensation relating to the
applicable Loans, Junior Loans and REO Loans to which the predecessor Master
Servicer would have been entitled to if such Master Servicer had continued to
act hereunder, including but not limited to any income or other benefit from any
Permitted Investment of funds in a Master Servicer Account maintained thereby
pursuant to Section 3.06), and as successor to a Special Servicer shall be
entitled to the Special Servicing Fees to which the predecessor Special Servicer
would have been entitled if such Special Servicer had continued to act
hereunder. Notwithstanding the foregoing, the Trustee shall not (subject to
Section 3.11(a)) be entitled to receive any Excess Servicing Strip or Assignable
Primary Servicing Fees. If the Trustee succeeds to the capacity of a Master
Servicer or Special Servicer hereunder, the Trustee shall be afforded the same
standard of care and liability hereunder as such Master Servicer or Special
Servicer, as the case may be, notwithstanding anything in Section 8.01 to the
contrary, but only with respect to actions taken by it in its role as a
successor Master Servicer or successor Special Servicer as the case may be, and
not with respect to its role as Trustee hereunder.

      Notwithstanding the above, the Trustee may, if it shall be unwilling to
act as successor to a Master Servicer or Special Servicer, as the case may be,
or shall, if it is unable to so act or if the Trustee is not approved as a
servicer or special servicer, as applicable, by each Rating Agency, or if the
Holders of Certificates entitled to at least 51% of the Voting Rights so request
in writing to the Trustee, promptly appoint, or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution
which meets the criteria set forth herein, as the successor hereunder to the
departing Master Servicer or Special Servicer, as applicable, in the assumption
of all or any part of the responsibilities, duties or liabilities of such Master
Servicer or Special Servicer, as the case may be, hereunder. No appointment of a
successor to a Master Servicer or Special Servicer under this Section 7.02 shall
be effective until (i) each of the Rating Agencies shall have confirmed in
writing that its then-current rating (if any) of each Class of Certificates will
not be qualified (as applicable), downgraded or withdrawn by reason thereof and
(ii) the assumption in writing by the successor to such Master Servicer or
Special Servicer, as the case may be, of all the responsibilities, duties and
liabilities as a Master Servicer or Special Servicer, as the case may be,
hereunder that arise thereafter. Pending the appointment of a successor to a
Master Servicer or Special Servicer hereunder, unless the Trustee shall be
prohibited by law from so acting, the Trustee shall act in such capacity as
hereinabove provided.

      In connection with such appointment and assumption of a successor to a
Master Servicer or Special Servicer as described herein, subject to Section
3.11(a), the Trustee may make such arrangements for the compensation of such
successor out of payments on Loans as it and such successor shall agree;
provided, however, that no such compensation with respect to a successor Master
Servicer or successor Special Servicer, as the case may be, shall be in excess
of that permitted the terminated Master Servicer or Special Servicer, as the
case may be, hereunder; provided, further, that if no successor can be obtained
for such compensation, then, subject to approval by the Rating Agencies,
additional amounts shall be paid to such successor and such amounts in excess of
that permitted the terminated Master Servicer or Special Servicer, as the case
may be, shall be treated as Additional Trust Fund Expenses. The Trustee, the
Master Servicers, the Special Servicers and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession. Any reasonable costs and expenses associated with the transfer
of the servicing function (other than with respect to a termination without
cause) under this Agreement shall be borne by the predecessor Master Servicer or
Special Servicer.

      Section 7.03 Notification to Certificateholders. (a) Upon any resignation
of a Master Servicer or Special Servicer pursuant to Section 6.04, any
termination of a Master Servicer or Special Servicer pursuant to Section 7.01 or
any appointment of a successor to a Master Servicer or Special Servicer pursuant
to Section 7.02, the Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and, to the extent that a Responsible Officer of the Trustee has actual
knowledge of the identities thereof, to each affected Junior Loan Holder, if
any.

      (b) Not later than the later of (i) 60 days after the occurrence of any
event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five days after the Trustee would be
deemed to have notice of the occurrence of such an event in accordance with
Section 8.02(vii) a Responsible Officer of the Trustee shall transmit by mail to
the Depositor, all Certificateholders and, to the extent that a Responsible
Officer of the Trustee has actual knowledge of the identities thereof, each
affected Junior Loan Holder, if any, notice of such occurrence, unless such
default shall have been cured.

      Section 7.04 Waiver of Events of Default. The Holders of Certificates
representing at least 66(2)/3% of the Voting Rights allocated to each Class of
Certificates affected by any Event of Default hereunder may waive such Event of
Default within 20 days of the receipt of notice from the Trustee of the
occurrence of such Event of Default; provided, however, that an Event of Default
under clause (i) or (ii) of Section 7.01(a) may only be waived by 100% of the
Certificateholders of the affected Classes and the Trustee. Upon any such waiver
of an Event of Default and reimbursement by the party requesting such waiver to
the Trustee of all costs and expenses incurred by it in connection with such
Event of Default and prior to its waiver, such Event of Default shall cease to
exist and shall be deemed to have been remedied for every purpose hereunder. No
such waiver shall extend to any subsequent or other Event of Default or impair
any right consequent thereon except to the extent expressly so waived.
Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Event of Default pursuant to this Section 7.04, Certificates registered in
the name of the Depositor or any Affiliate of the Depositor shall be entitled to
the same Voting Rights with respect to the matters described above as they would
if any other Person held such Certificates.

      Section 7.05 Trustee Advances. If a Master Servicer fails to fulfill its
obligations hereunder to make any Advances, the Trustee shall perform such
obligations (x) within one Business Day of such failure (a failure only
occurring after the Master Servicer's cure period under Section 7.01(a)(i)(C)
has expired) by such Master Servicer with respect to Servicing Advances to the
extent a Responsible Officer of the Trustee has been notified in writing or a
Responsible Officer of the Trustee otherwise has actual knowledge of such
failure with respect to such Servicing Advances and (y) by 1:00 p.m., New York
City time, on the related Distribution Date with respect to P&I Advances. With
respect to any such Advance made by the Trustee, the Trustee shall succeed to
all of the applicable Master Servicer's rights with respect to Advances
hereunder, including, without limitation, such Master Servicer's rights of
reimbursement and interest on each Advance at the Reimbursement Rate, and rights
to determine that a proposed Advance is a Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance, as the case may be; provided, however, that if
Advances made by both the Trustee and a Master Servicer shall at any time be
outstanding, or any interest on any Advance shall be accrued and unpaid, all
amounts available to repay such Advances and the interest thereon hereunder
shall be applied entirely to the Advances outstanding to the Trustee, until such
Advances shall have been repaid in full, together with all interest accrued
thereon, prior to reimbursement of the applicable Master Servicer for such
Advances. The Trustee shall be entitled to conclusively rely on any notice given
with respect to a Nonrecoverable Advance hereunder.

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

      Section 8.01 Duties of Trustee. (a) The Trustee, prior to the occurrence
of an Event of Default and after the curing or waiving of all Events of Default
which may have occurred, undertakes to perform such duties and only such duties
as are specifically set forth in this Agreement. If an Event of Default occurs
and is continuing, then (subject to Section 8.02(vii) below) the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs. Any
permissive right of the Trustee contained in this Agreement shall not be
construed as a duty.

      (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall make a request to the responsible party to
have the instrument corrected. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, any Master
Servicer or either Special Servicer, and accepted by the Trustee in good faith,
pursuant to this Agreement.

      (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:

            (i) Prior to the occurrence of an Event of Default, and after the
      curing of all such Events of Default which may have occurred, the duties
      and obligations of the Trustee shall be determined solely by the express
      provisions of this Agreement, the Trustee shall not be liable except for
      the performance of such duties and obligations as are specifically set
      forth in this Agreement, no implied covenants or obligations shall be read
      into this Agreement against the Trustee and, in the absence of bad faith
      on the part of the Trustee, the Trustee may conclusively rely, as to the
      truth of the statements and the correctness of the opinions expressed
      therein, upon any certificates or opinions furnished to the Trustee and
      conforming to the requirements of this Agreement;

            (ii) The Trustee shall not be liable for an error of judgment made
      in good faith by a Responsible Officer or Responsible Officers of the
      Trustee, unless it shall be proved that the Trustee was negligent in
      ascertaining the pertinent facts;

            (iii) The Trustee shall not be liable with respect to any action
      taken, suffered or omitted to be taken by it in good faith in accordance
      with the direction of Holders of Certificates entitled to at least 25% of
      the Voting Rights relating to the time, method and place of conducting any
      proceeding for any remedy available to the Trustee, or exercising any
      trust or power conferred upon the Trustee, under this Agreement (unless a
      higher percentage of Voting Rights is required for such action); and

            (iv) Subject to the other provisions of this Agreement and without
      limiting the generality of this Section 8.01, the Trustee shall have no
      duty except in the capacity as a successor Master Servicer or successor
      Special Servicer (A) to see to any recording, filing or depositing of this
      Agreement or any agreement referred to herein or any financing statement
      or continuation statement evidencing a security interest, or to see to the
      maintenance of any such recording or filing or depositing or to any
      re-recording, refiling or redepositing of any thereof, (B) to see to any
      insurance, and (C) to confirm or verify the contents of any reports or
      certificates of any Master Servicer or either Special Servicer delivered
      to the Trustee pursuant to this Agreement reasonably believed by the
      Trustee to be genuine and to have been signed or presented by the proper
      party or parties.

      Section 8.02 Certain Matters Affecting the Trustee. Except as otherwise
provided in Section 8.01:

            (i) The Trustee may rely upon and shall be protected in acting or
      refraining from acting upon any resolution, Officer's Certificate,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, Appraisal, bond or other
      paper or document reasonably believed by it to be genuine and to have been
      signed or presented by the proper party or parties;

            (ii) The Trustee may consult with counsel and the written advice of
      such counsel or any Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered or
      omitted by it hereunder in good faith and in accordance therewith;

            (iii) The Trustee shall be under no obligation to exercise any of
      the trusts or powers vested in it by this Agreement or to make any
      investigation of matters arising hereunder or to institute, conduct or
      defend any litigation hereunder or in relation hereto at the request,
      order or direction of any of the Certificateholders, pursuant to the
      provisions of this Agreement, unless, in the Trustee's reasonable opinion,
      such Certificateholders shall have offered to the Trustee reasonable
      security or indemnity against the costs, expenses and liabilities which
      may be incurred therein or thereby; the Trustee shall not be required to
      expend or risk its own funds or otherwise incur any financial liability in
      the performance of any of its duties hereunder, or in the exercise of any
      of its rights or powers, if it shall have reasonable grounds for believing
      that repayment of such funds or adequate indemnity against such risk or
      liability is not reasonably assured to it; nothing contained herein shall,
      however, relieve the Trustee of the obligation, upon the occurrence of an
      Event of Default which has not been cured, to exercise such of the rights
      and powers vested in it by this Agreement, and to use the same degree of
      care and skill in their exercise as a prudent man would exercise or use
      under the circumstances in the conduct of his own affairs;

            (iv) The Trustee shall not be liable for any action reasonably
      taken, suffered or omitted by it in good faith and believed by it to be
      authorized or within the discretion or rights or powers conferred upon it
      by this Agreement;

            (v) Prior to the occurrence of an Event of Default hereunder and
      after the curing of all Events of Default which may have occurred, the
      Trustee shall not be bound to make any investigation into the facts or
      matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, bond or other
      paper or document, unless requested in writing to do so by Holders of
      Certificates entitled to at least 50% of the Voting Rights; provided,
      however, that if the payment within a reasonable time to the Trustee of
      the costs, expenses or liabilities likely to be incurred by it in the
      making of such investigation is, in the opinion of the Trustee, not
      reasonably assured to the Trustee by the security afforded to it by the
      terms of this Agreement, the Trustee may require reasonable indemnity to
      its satisfaction from such Holders against such cost, expense or liability
      as a condition to taking any such action; The reasonable expense of every
      such reasonable examination shall be paid by the applicable Master
      Servicer or, if paid by the Trustee, shall be repaid by the applicable
      Master Servicer upon demand;

            (vi) The Trustee may execute any of the trusts or powers hereunder
      or perform any duties hereunder either directly or by or through agents or
      attorneys; provided, however, that the appointment of such agents or
      attorneys shall not relieve the Trustee of its duties or obligations
      hereunder; provided, further, that the Trustee may not perform any duties
      hereunder through any Person that is a Prohibited Party;

            (vii) For all purposes under this Agreement, the Trustee shall not
      be required to take any action with respect to, or be deemed to have
      notice or knowledge of any default or Event of Default unless a
      Responsible Officer of the Trustee has actual knowledge thereof or shall
      have received written notice thereof. In the absence of receipt of such
      notice and such actual knowledge otherwise obtained, the Trustee may
      conclusively assume that there is no default or Event of Default;

            (viii) The Trustee shall not be responsible for any act or omission
      of the any Master Servicer, either Special Servicer or the Directing
      Certificateholder (unless the Trustee is acting as a Master Servicer, a
      Special Servicer or the Directing Certificateholder, as the case may be)
      or of the Depositor; and

            (ix) The Trustee shall not be required to give any bond or surety in
      respect of the execution of the Trust Fund created hereby or the power
      granted hereunder.

      Section 8.03 Trustee Not Liable for Validity or Sufficiency of
Certificates or Loans. The recitals contained herein and in the Certificates,
other than the acknowledgments and expressed intentions of the Trustee in
Sections 2.01, 2.02, 2.04 and 10.07 and the representations and warranties of
the Trustee in Section 8.13, shall be taken as the statements of the Depositor,
the applicable Master Servicer or the applicable Special Servicer, as the case
may be, and the Trustee assumes no responsibility for their correctness. The
Trustee does not make any representations as to the validity or sufficiency of
this Agreement or of any Certificate or of any Loan or related document. The
Trustee shall not be accountable for the use or application by the Depositor of
any of the Certificates issued to it or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Depositor in respect of the
assignment of the Loans to the Trust Fund, or any funds deposited in or
withdrawn from any Collection Account or any other account by or on behalf of
the Depositor, any Master Servicer or either Special Servicer. The Trustee shall
not be responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Depositor, any Master Servicer or either Special Servicer, and accepted by the
Trustee, in good faith, pursuant to this Agreement.

      Section 8.04 Trustee May Own Certificates. The Trustee in its individual
capacity and not as Trustee, may become the owner or pledgee of Certificates,
and may deal with the Depositor, any Master Servicer, either Special Servicer,
the Initial Purchaser and the Underwriters in banking transactions, with the
same rights it would have if it were not Trustee.

      Section 8.05 Fees and Expenses of Trustee; Reimbursements and Other
Payments to Trustee. (a) As compensation for the performance of its duties, the
Trustee shall be paid the Trustee Fee, equal to one month's interest at the
Trustee Fee Rate on the Stated Principal Balance of each Loan and REO Loan in
the Mortgage Pool, which shall cover recurring and otherwise reasonably
anticipated expenses of the Trustee. With respect to each Loan and REO Loan in
the Mortgage Pool, the Trustee Fee shall accrue from time to time on the same
interest accrual basis (i.e., either an Actual/360 Basis or a 30/360 Basis, as
applicable) as is applicable to such Loan or REO Loan, as the case may be. The
Trustee Fee (which shall not be limited to any provision of law in regard to the
compensation of a trustee of an express trust) shall constitute the Trustee's
sole form of compensation for all services rendered by it in the execution of
the trusts hereby created and in the exercise and performance of any of the
powers and duties of the Trustee hereunder.

      (b) The Trustee shall be paid or reimbursed by the Trust Fund upon its
request for all reasonable expenses and disbursements incurred by the Trustee
pursuant to and in accordance with any of the provisions of this Agreement
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all persons not regularly in its employ) to the extent such
payments are "unanticipated expenses incurred by the REMIC" within the meaning
of Treasury Regulations Section 1.860G-1(b)(iii) except any such expense,
disbursement or advance as may arise from its negligence, bad faith or willful
misconduct; provided, however, that, subject to Section 8.02(iii), the Trustee
shall not refuse to perform any of its duties hereunder solely as a result of
the failure to be paid the Trustee Fee or the Trustee's expenses.
Notwithstanding the foregoing, this Section 8.05(b) shall not apply to the
reimbursement of Advances or the payment of interest thereof, it being
acknowledged that such reimbursement and/or payment is otherwise expressly
provided for herein.

      Section 8.06 Eligibility Requirements for Trustee. The Trustee hereunder
shall at all times be, and will be required to resign if it fails to be, (i) a
corporation, national bank, trust company or national banking association,
organized and doing business under the laws of any state or the United States of
America or the District of Columbia, authorized under such laws to exercise
corporate trust powers and to accept the trust conferred under this Agreement,
having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by federal or state authority and shall not be an
Affiliate of the Depositor, any Master Servicer or either Special Servicer
(except during any period when the Trustee is acting as, or has become successor
to, a Master Servicer or Special Servicer, as the case may be, pursuant to
Section 7.02), (ii) an institution insured by the Federal Deposit Insurance
Corporation and (iii) an institution whose long-term senior unsecured debt is
rated "AA-" or higher by S&P and Fitch (or such entity as would not, as
evidenced in writing by such Rating Agency, result in the qualification (as
applicable), downgrading or withdrawal of any of the then-current ratings then
assigned thereby to the Certificates).

      If such corporation, national bank, trust company or national banking
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
corporation, national bank, trust company or national banking association shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In the event the place of business from which
the Trustee administers the Trust REMICs is in a state or local jurisdiction
that imposes a tax on the Trust Fund on the net income of a REMIC (other than a
tax corresponding to a tax imposed under the REMIC Provisions), the Trustee
shall elect either to (i) resign immediately in the manner and with the effect
specified in Section 8.07, (ii) pay such tax at no expense to the Trust Fund or
(iii) administer the Trust REMICs from a state and local jurisdiction that does
not impose such a tax.

      Section 8.07 Resignation and Removal of the Trustee. (a) The Trustee may
at any time resign and be discharged from the trusts hereby created by giving
written notice thereof to the Depositor, the Master Servicers, the Special
Servicers and all Certificateholders. Upon receiving such notice of resignation,
the Depositor shall promptly appoint a successor trustee acceptable to the
Master Servicers, in their reasonable discretion, and the Rating Agencies (as
evidenced in writing by such Rating Agency that such appointment would not
result in the qualification (as applicable), downgrading or withdrawal of any of
the then-current ratings then assigned thereby to the Certificates) by written
instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee and to the successor trustee. A copy of such instrument shall be
delivered to the Master Servicers, the Special Servicers, the Certificateholders
and the Junior Loan Holders by the Depositor. If no successor trustee shall have
been so appointed and have accepted appointment within 30 days after the giving
of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee. The resigning
Trustee shall be responsible for the payment of all reasonable expenses incurred
in connection with such resignation and discharge and the appointment of a
successor trustee

      (b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 or if the Depositor has received notice from
the Rating Agencies that failure to remove the Trustee will result in a
downgrade or withdrawal of the then-current rating assigned to any Class of
Certificates, and shall fail to resign after written request therefor by the
Depositor or any of the Master Servicers, or if at any time the Trustee shall
become incapable of acting, or shall be adjudged bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may remove the Trustee and appoint a successor trustee acceptable to
the Master Servicers and the Rating Agencies (as evidenced in writing by such
Rating Agency that such removal and appointment would not result in the
qualification (as applicable), downgrading or withdrawal of any of the
then-current ratings then assigned thereby to the Certificates), by written
instrument, in duplicate, which instrument shall be delivered to the Trustee so
removed and to the successor trustee. A copy of such instrument shall be
delivered to the Master Servicers, the Special Servicers, the Certificateholders
and the Junior Loan Holders by the Depositor.

      (c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to Master Servicer No. 1, one complete set to the Trustee so
removed and one complete set to the successor so appointed. A copy of such
instrument shall be delivered to the Depositor, the Special Servicers and the
remaining Master Servicers and Certificateholders by Master Servicer No. 1. The
Trustee shall be reimbursed for all costs and expenses incurred by it in
connection with such removal within 30 days of demand therefor from amounts on
deposit in the Distribution Account (provided the Trustee is removed without
cause).

      Any resignation or removal of the Trustee and appointment of a successor
Trustee pursuant to any of the provisions of this Section 8.07 shall not become
effective until acceptance of appointment by the successor Trustee as provided
in Section 8.08.

      Within 30 days following any succession of the Trustee under this
Agreement, the predecessor Trustee shall be paid all accrued and unpaid
compensation and reimbursement as provided for under this Agreement for services
rendered and expenses incurred. No Trustee shall be liable for any action or
omission of any successor Trustee.

      Section 8.08 Successor Trustee. (a) Any successor Trustee appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the
Depositor, the Master Servicers, the Special Servicers and to its predecessor
Trustee, an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee, shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as Trustee
herein. The predecessor Trustee shall deliver to the successor trustee all
Mortgage Files and related documents and statements held by it hereunder, and
the Depositor, the Master Servicers, the Special Servicers and the predecessor
Trustee shall execute and deliver such instruments and do such other things as
may reasonably be required to more fully and certainly vest and confirm in the
successor Trustee all such rights, powers, duties and obligations, and to enable
the successor Trustee to perform its obligations hereunder.

      (b) No successor Trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee is or
shall be eligible under the provisions of Section 8.06 and is not a Prohibited
Party.

      (c) Upon acceptance of appointment by a successor Trustee as provided in
this Section 8.08, Master Servicer No. 1 shall mail notice of the succession of
such Trustee hereunder to the Depositor, the Special Servicers, the remaining
Master Servicers and the Certificateholders. Each Master Servicer shall mail a
copy of such notice to each holder of a Junior Loan as to which such Master
Servicer is the applicable Master Servicer. If any Master Servicers shall fail
to so mail such notice or a copy thereof, as applicable, within 10 days (or, in
the case of a mailing to a Junior Loan Holder, 20 days) after acceptance of
appointment by the successor Trustee, such successor Trustee shall cause such
notice to be mailed at the expense of the defaulting Master Servicer.

      Section 8.09 Merger or Consolidation of Trustee. Any Person into which the
Trustee may be merged or converted or with which it may be consolidated or any
Person resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any Person succeeding to all or substantially all
of the corporate trust business of the Trustee, shall be the successor of the
Trustee, hereunder (provided that, in the case of the Trustee, such successor
Person shall be eligible under the provisions of Section 8.06, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto), anything herein to the contrary notwithstanding.

      Section 8.10 Appointment of Co-Trustee or Separate Trustee. (a)
Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Trust Fund or property securing the same may at the time be located, the Master
Servicers and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as Master Servicers
and the Trustee may consider necessary or desirable. If a Master Servicer shall
not have joined in such appointment within 15 days after the receipt by it or
them, as applicable, of a request to do so, or in case an Event of Default shall
have occurred and be continuing, the Trustee (together with the joining Master
Servicer(s) or, if none of the Master Servicers have so joined, alone) shall
have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 8.06 hereunder and no notice to Holders of Certificates of
the appointment of co-trustee(s) or separate trustee(s) shall be required under
Section 8.08 hereof.

      (b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to a Master Servicer or Special Servicer hereunder), the Trustee
shall be incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations (including the holding of title to
the Trust Fund or any portion thereof in any such jurisdiction) shall be
exercised and performed by such separate trustee or co-trustee at the direction
of the Trustee.

      (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then-separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.

      (d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

      (e) The appointment of a co-trustee or separate trustee under this Section
8.10 shall not relieve the Trustee of its duties and responsibilities hereunder.

      Section 8.11 Appointment of Custodians. The Trustee may appoint at the
Trustee's own expense one or more Custodians to hold all or a portion of the
Mortgage Files as agent for the Trustee; provided that the Trustee shall inform
the Master Servicers of such appointment. Each Custodian shall be a depositary
institution supervised and regulated by a federal or state banking authority,
shall have combined capital and surplus of at least $10,000,000, shall be
qualified to do business in the jurisdiction in which it holds any Mortgage
File, shall not be the Depositor, any Mortgage Loan Seller or any Affiliate of
the Depositor or any Mortgage Loan Seller, and shall have in place a fidelity
bond and errors and omissions policy, each in such form and amount as is
customarily required of custodians acting on behalf of FHLMC or FNMA. Each
Custodian shall be subject to the same obligations, standard of care, protection
and indemnities as would be imposed on, or would protect, the Trustee hereunder
in connection with the retention of Mortgage Files directly by the Trustee. The
appointment of one or more Custodians shall not relieve the Trustee from any of
its obligations hereunder, and the Trustee shall remain responsible for all acts
and omissions of any Custodian.

      Section 8.12 Access to Certain Information. (a) On or prior to the date of
the first sale of any Non-Registered Certificate to an Independent third party,
the Depositor shall provide to the Trustee a copy of any private placement
memorandum or other disclosure document used by the Depositor or its Affiliate
in connection with the offer and sale of the Class of Certificates to which such
Non-Registered Certificate relates. In addition, if any such private placement
memorandum or disclosure document is revised, amended or supplemented at any
time following the delivery thereof to the Trustee, the Depositor promptly shall
inform the Trustee of such event and shall deliver to the Trustee a copy of the
private placement memorandum or disclosure document, as revised, amended or
supplemented.

      The Trustee shall maintain at its offices primarily responsible for
administering the Trust Fund and shall, upon reasonable advance written notice,
make available during normal business hours for review by any Certificateholder,
Certificate Owner or prospective purchaser of a Certificate or any interest
therein, the Depositor, the Master Servicers, the Special Servicers, the
Directing Certificateholder, any Rating Agency, the Underwriters, with respect
to any Loan Combination, the related Junior Loan Holder(s), or any other Person
to whom the Trustee believes such disclosure is appropriate, originals or copies
of the following items to the extent such documents have been delivered to the
Trustee: (i) in the case of a Holder or prospective transferee of a
Non-Registered Certificate, any private placement memorandum or other disclosure
document relating to the Class of Certificates to which such Non-Registered
Certificate belongs, in the form most recently provided to the Trustee and (ii)
in all cases, (A) this Agreement and any amendments hereto entered into pursuant
to Section 10.01, (B) all statements required to be delivered, or otherwise
required to be made available, to Certificateholders of the relevant Class
pursuant to Section 4.02 since the Closing Date, (C) all Officer's Certificates
delivered to the Trustee since the Closing Date pursuant to Section 11.12, (D)
all accountants' reports delivered to the Trustee since the Closing Date
pursuant to Section 11.14, (E) any and all modifications, waivers and amendments
of the terms of a Loan or Junior Loan entered into by a Master Servicer or a
Special Servicer and delivered to the Trustee pursuant to Section 3.20 (but only
for so long as the affected Loan is part of the Trust Fund), (F) any and all
Officer's Certificates delivered to the Trustee to support a Master Servicer's
determination that any P&I Advance or Servicing Advance was or, if made, would
be a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance, as the case
may be, (G) any and all of the Loan Documents contained in the Mortgage File,
(H) information provided to the Trustee regarding the occurrence of Servicing
Transfer Events as to the Loans, and (I) any and all Sub-Servicing Agreements
provided to the Trustee and any amendments thereto and modifications thereof.

      Copies of any and all of the foregoing items will be available from the
Trustee upon written request; provided, however, that the Trustee shall be
permitted to require payment of a sum sufficient to cover the reasonable costs
and expenses of providing such copies, except in the case of copies provided to
the Rating Agencies, which shall be free of charge. In addition, without
limiting the generality of the foregoing, any Requesting Subordinate
Certificateholder may upon written request from the Trustee obtain a copy of any
report delivered to the Rating Agencies under this Agreement.

      (b) Notwithstanding anything to the contrary herein, in addition to the
reports and information made available and distributed pursuant to the terms of
this Agreement (including the information set forth in Section 8.12(a)), each of
the Master Servicers and the Trustee shall, in accordance with such reasonable
rules and procedures as it may adopt (which may include the requirement that an
agreement that provides that such information shall be kept confidential and
used solely for purposes of evaluating the investment characteristics of the
Certificates be executed) also make the reports available to Certificateholders
pursuant to Section 4.02, and, with respect to any Loan Combination, the related
Junior Loan Holder(s), as well as certain additional information received by any
Master Servicer or the Trustee, as the case may be, to any Certificateholder,
the Underwriters, the Initial Purchasers, any Certificate Owner, any Junior Loan
Holder or any prospective investor identified as such by a Certificateholder, a
Certificate Owner, the Underwriters, the Initial Purchaser or, with respect to
any Loan Combination, a related Junior Loan Holder, that requests such reports
or information; provided that the applicable Master Servicer or the Trustee, as
the case may be, shall be permitted to require payment of a sum sufficient to
cover the reasonable costs and expenses of providing copies of such reports or
information; and provided, further, that no Junior Loan Holder or prospective
investor in a Junior Loan shall be entitled to any such report or information
except to the extent that it relates to the subject Loan Combination.

      (c) With respect to any information furnished by the Trustee or any Master
Servicer pursuant to this Agreement, the Trustee or such Master Servicer, as the
case may be, shall be entitled to indicate the source of such information and
the Trustee or such Master Servicer, as applicable, may affix thereto any
disclaimer it deems appropriate in its discretion. The Trustee or the applicable
Master Servicer, as applicable, shall notify Certificateholders, Certificate
Owners and, with respect to any Loan Combination, the related Companion Loan
Holder(s) and/or Junior Loan Holder(s), as applicable, of the availability of
any such information in any manner as it, in its sole discretion, may determine.
In connection with providing access to or copies of the items described in this
Section 8.12, the Trustee or the applicable Master Servicer, as the case may be,
may require: (i) in the case of Certificateholders and Certificate Owners and
the Directing Certificateholder, a confirmation executed by the requesting
Person substantially in the form of Exhibit S attached hereto or otherwise in
form and substance reasonably acceptable to such Master Servicer or the Trustee,
as applicable, generally to the effect that such Person is a registered or
beneficial holder of Certificates or an investment advisor representing such
Person and is requesting the information solely for use in evaluating such
Person's investment in the Certificates and will otherwise keep such information
confidential; and (ii) in the case of a prospective purchaser or an investment
advisor representing such Person, confirmation executed by the requesting Person
substantially in the form of Exhibit S attached hereto or otherwise in form and
substance reasonably acceptable to the Trustee or the applicable Master
Servicer, as the case may be, generally to the effect that such Person is a
prospective purchaser of a Certificate or an interest therein or an investment
advisor representing such Person, and is requesting the information solely for
use in evaluating a possible investment in Certificates and will otherwise keep
such information confidential. None of the Master Servicers or the Trustee shall
be liable for the dissemination of information in accordance with this
Agreement.

      Section 8.13 Representations, Warranties and Covenants of the Trustee. (a)
The Trustee hereby represents and warrants to the Depositor, the Master
Servicers and the Special Servicers and for the benefit of the
Certificateholders and the Junior Loan Holders, as of the Closing Date, that:

            (i) The Trustee is a national banking association, duly organized,
      validly existing and in good standing under the laws of the United States;

            (ii) The execution and delivery of this Agreement by the Trustee,
      and the performance and compliance with the terms of this Agreement by the
      Trustee, will not violate the Trustee's organizational documents or
      constitute a default (or an event which, with notice or lapse of time, or
      both, would constitute a default) under, or result in the breach of, any
      material agreement or other instrument to which it is a party or which is
      applicable to it or any of its assets;

            (iii) The Trustee has the full power and authority to enter into and
      consummate all transactions contemplated by this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement;

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Trustee, enforceable against the Trustee in
      accordance with the terms hereof, subject to (a) applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws affecting the
      enforcement of creditors' rights generally and the rights of creditors of
      banks specifically and (b) general principles of equity, regardless of
      whether such enforcement is considered in a proceeding in equity or at
      law;

            (v) The Trustee is not in violation of, and its execution and
      delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Trustee's good faith and reasonable
      judgment, is likely to affect materially and adversely the ability of the
      Trustee to perform its obligations under this Agreement;

            (vi) No litigation is pending or, to the best of the Trustee's
      knowledge, threatened against the Trustee which would prohibit the Trustee
      from entering into this Agreement or, in the Trustee's good faith and
      reasonable judgment, is likely to materially and adversely affect the
      ability of the Trustee to perform its obligations under this Agreement;
      and

            (vii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Trustee, or compliance by the Trustee with, this
      Agreement or the consummation of the transactions contemplated by this
      Agreement, except for any consent, approval, authorization or order which
      has not been obtained or cannot be obtained prior to the actual
      performance by the Trustee of its obligations under this Agreement, and
      which, if not obtained would not have a materially adverse effect on the
      ability of the Trustee to perform its obligations hereunder.

                                   ARTICLE IX

                                   TERMINATION

      Section 9.01 Termination Upon Repurchase or Liquidation of All Loans. (a)
Subject to Section 9.02, the Trust Fund and the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicers,
the Special Servicers and the Trustee (other than the obligations of the Trustee
to provide for and make payments to Certificateholders as hereafter set forth)
shall terminate upon payment (or provision for payment) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required hereunder to be so paid on the Distribution Date following the earliest
to occur of (i) the purchase (in the manner provided for in Section 9.01(b)) by
the Holders of a majority of the Percentage Interests of the Controlling Class,
Special Servicer No. 2, Master Servicer No. 1, Master Servicer No. 2, Master
Servicer No. 3, or Special Servicer No. 1 of all the Loans and each REO Property
remaining in the Trust Fund at a price equal to (A) the sum of (1) the aggregate
Purchase Price of all the Loans (exclusive of REO Loans) included in the Trust
Fund and (2) the Appraised Value of each REO Property, if any, included in the
Trust Fund (such Appraisals in this subclause (2) to be conducted by an
Appraiser selected and mutually agreed upon by the applicable Master
Servicer(s), the applicable Special Servicer(s) and the Trustee), minus (B) if
the purchaser is a Master Servicer or Special Servicer, the aggregate amount of
unreimbursed Advances made by such Person, together with any unpaid Advance
Interest in respect of such unreimbursed Advances and any unpaid servicing
compensation payable to such Person (which items shall be deemed to have been
paid or reimbursed to such Master Servicer or Special Servicer, as the case may
be, in connection with such purchase), (ii) the exchange by the Sole
Certificateholder pursuant to the terms of subsection (c), (iii) the
Distribution Date in October 2039 and (iv) the final payment or other
liquidation (or any advance with respect thereto) of the last Loan or REO
Property remaining in the Trust Fund; provided, however, that in no event shall
the trust created hereby continue beyond the earlier of (i) the Rated Final
Distribution Date and (ii) expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James's, living on the date hereof.

      (b) The Holders of a majority of the Percentage Interests of the
Controlling Class, Special Servicer No. 2, Master Servicer No. 1, Master
Servicer No. 2, Master Servicer No. 3 and Special Servicer No. 1, in that order
of preference at its (or their) option, may each elect to purchase all of the
Loans and each REO Property remaining in the Trust Fund as contemplated by
clause (i) of Section 9.01(a), by giving written notice to the Trustee and the
other parties hereto (and NCB, FSB if it is not then a Master Servicer) no later
than 60 days prior to the anticipated date of purchase; provided, however, that
the aggregate Stated Principal Balance of the Mortgage Pool is less than 1.0% of
the aggregate Cut-off Date Principal Balance of the Loans set forth in the
Preliminary Statement; and provided, further, that within 30 days after written
notice of such election is so given, no Person with a higher right of priority
to make such an election does so; and provided, further, that if any of the
Holders of a majority of the Percentage Interests of the Controlling Class,
Special Servicer No. 2, Master Servicer No. 1, Master Servicer No. 2, Master
Servicer No. 3 (if not then NCB, FSB) or Special Servicer No. 1 makes such an
election, then NCB, FSB will have the option, by giving written notice to the
other parties hereto and to the Holders of the Controlling Class no later than
30 days prior to the anticipated date of purchase, to purchase all of the Group
C Loans and each related REO Property remaining in the Trust Fund, and the
electing party will then have the option to purchase all of the other Loans and
other REO Properties remaining in the Trust Fund. It is agreed that NCB, FSB (if
it is not then a Master Servicer at the time of the anticipated purchase) is a
third-party beneficiary of the provisions of this paragraph.

      If all of the Loans and each REO Property remaining in the Trust Fund are
to be purchased in accordance with the preceding paragraph, the party or parties
effecting such purchase shall remit to the Trustee for deposit in the
Distribution Account not later than the Master Servicer Remittance Date relating
to the Distribution Date on which the final distribution on the Certificates is
to occur, an amount in immediately available funds equal to the above-described
purchase price (exclusive of (i) any portion thereof payable to any Person other
than the Certificateholders pursuant to Section 3.05(a), which portion shall be
deposited in the respective Collection Accounts and (ii) any respective portion
thereof representing accrued and unpaid Excess Interest, which shall be
deposited in the Excess Interest Distribution Account). In addition, the Master
Servicers shall remit to the Trustee for deposit in the Distribution Account all
amounts required to be transferred thereto on such Master Servicer Remittance
Date from their respective Collection Accounts pursuant to the first paragraph
of Section 3.04(b), together with any other amounts on deposit in their
respective Collection Accounts that would otherwise be held for future
distribution. Upon confirmation that such final deposits have been made, the
Trustee shall release or cause to be released to the party or parties effecting
the purchase of all of the Loans and each REO Property remaining in the Trust
Fund, the Mortgage Files for the remaining Loans purchased thereby, and the
Trustee shall execute all assignments, endorsements and other instruments
furnished to it by the party or parties effecting the purchase of all of the
Loans and each REO Property remaining in the Trust Fund, as applicable, as shall
be necessary to effectuate transfer of the Loans and REO Properties remaining in
the Trust Fund and its rights under the related Mortgage Loan Purchase
Agreement(s).

      (c) Following the date on which the aggregate of the Class Principal
Balances of the Class A-1, Class A-1-A, Class A-2, Class A-3, Class A-AB, Class
A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J and Class K Certificates are reduced to zero, the Sole
Certificateholder shall have the right to exchange all of its Certificates
(other than the Class V and Class R Certificates) for all of the Loans and each
REO Property remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) by giving written notice to all the parties hereto no later than
60 days prior to the anticipated date of exchange. In the event that the Sole
Certificateholder elects to exchange all of its Certificates (other than the
Class V and Class R Certificates) for all of the Loans and each REO Property
remaining in the Trust in accordance with the preceding sentence, such Sole
Certificateholder, not later than the Master Servicer Remittance Date related to
the Distribution Date on which the final distribution on the Certificates is to
occur, shall deposit in the respective Collection Accounts an aggregate amount
in immediately available funds equal to all amounts due and owing to the
Depositor, the Master Servicers, the Special Servicers and the Trustee hereunder
through the date of the liquidation of the Trust Fund that may be withdrawn from
the Collection Accounts, or an escrow account acceptable to the respective
parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the
Distribution Account pursuant to Section 3.05(b), but only to the extent that
such amounts are not already on deposit in the Collection Accounts. In
connection therewith, the holders of the Class CCA Certificates shall
simultaneously surrender such certificates in exchange for a junior
participation or junior note in the Carlton Court Apartments Loan which is
substantially similar in all material respects to the Class CCA Certificates,
provided that after the termination there will no longer be any advances made on
such participation or note. In addition, the Master Servicers shall remit to the
Trustee for deposit into the Distribution Account all amounts required to be
transferred to the Distribution Account on such Master Servicer Remittance Date
from their respective Collection Accounts pursuant to Section 3.04(b). Upon
confirmation that such final deposits have been made and following the surrender
of all its Certificates (other than the Class V and Class R Certificates) on the
Final Distribution Date, the Trustee shall, upon receipt of a Request for
Release from each Master Servicer as to the Loans for which it is the applicable
Master Servicer and any related REO Properties, release or cause to be released
to the Sole Certificateholder or any designee thereof, the Mortgage Files for
the remaining Loans and shall execute all assignments, endorsements and other
instruments furnished to it by the Sole Certificateholder as shall be necessary
to effectuate transfer of the Loans and REO Properties remaining in the Trust
Fund, and the Trust Fund shall be liquidated in accordance with Section 9.02.
For federal income tax purposes, the Sole Certificateholder shall be deemed to
have purchased the assets of the Lower-Tier REMIC (other than the Carlton Court
Apartments Loan REMIC Regular Interests) and the Carlton Court Apartments Pooled
Portion from the Carlton Court Apartments Loan REMIC and the holders of the
Class CCA Certificates shall be deemed to have purchased the Carlton Court
Apartments Non-Pooled Portion from the Carlton Court Apartments Loan REMIC for
an amount equal to the remaining aggregate Certificate Principal Balance of its
respective Certificates (other than the Class V and Class R Certificates), plus
accrued, unpaid interest with respect thereto, and the Trustee shall credit such
amount against amounts distributable in respect of such Certificates. The
remaining Loans and REO Properties are deemed distributed to the Sole
Certificateholder in liquidation of the Trust Fund pursuant to Section 9.02.

      For purposes of this Section 9.01, the Directing Certificateholder, with
the consent of the Holders of the Controlling Class, shall act on behalf of the
Holders of the Controlling Class in purchasing the assets of the Trust Fund and
terminating the Trust.

      In connection with any exchange of Certificates for Loans and/or REO
Properties contemplated by this Section 9.01(c) and a corresponding termination
of the Trust Fund, the Holders of the Class V and Class R Certificates shall
likewise surrender their Certificates.

      (d) Notice of any termination pursuant to this Section 9.01 shall be given
promptly by the Trustee by letter to the Certificateholders, the Junior Loan
Holders and each Rating Agency and, if not previously notified pursuant to this
Section 9.01, to the other parties hereto mailed (a) in the event such notice is
given in connection with the purchase of all of the Loans and each REO Property
remaining in the Trust Fund, not earlier than the 15th day and not later than
the 25th day of the month next preceding the month of the final distribution on
the Certificates, or (b) otherwise during the month of such final distribution
on or before the P&I Advance Determination Date in such month, in each case
specifying (i) the Distribution Date upon which the Trust Fund will terminate
and final payment of the Certificates will be made, (ii) the amount of any such
final payment and (iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon presentation
and surrender of the Certificates at the offices of the Trustee or such other
location therein designated.

      (e) Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Distribution Account and/or the Excess Interest Distribution
Account that are allocable to payments on the Class of Certificates so presented
and surrendered. Amounts distributed from the Distribution Account as of the
final Distribution Date shall be allocated for the purposes, in the amounts and
in accordance with the priority set forth in Sections 4.01(a), 4.01(b) and
4.01(g). Anything in this Section 9.01 to the contrary notwithstanding, the
Holders of the Class V Certificates shall receive that portion, if any, of the
proceeds of a sale of the assets of the Trust Fund allocable to accrued and
unpaid Excess Interest. Any funds not distributed on such Distribution Date
shall be set aside and held uninvested in trust for the benefit of
Certificateholders not presenting and surrendering their Certificates in the
aforesaid manner and shall be disposed of in accordance with this Section 9.01
and Section 4.01(e). Upon any termination pursuant to this Section 9.01, any
Excess Liquidation Proceeds remaining in the Excess Liquidation Proceeds Reserve
Account shall be distributed to the holders of the Class R Certificates.

      Section 9.02 Additional Termination Requirements. (a) If any one or more
of the Persons specified in Section 9.01 purchases all of the Loans and each REO
Property remaining in the Trust Fund or the Sole Certificateholder causes the
distribution of all the property of the Trust Fund as provided in Section 9.01,
the Trust Fund shall be terminated in accordance with the following additional
requirements, which meet the definition of a "qualified liquidation" of each
Trust REMIC, within the meaning of Section 860F(a)(4) of the Code:

            (i) the Trustee shall specify the first day in the 90-day
      liquidation period in a statement attached to each of the Trust REMIC's
      final Tax Returns pursuant to Treasury Regulations Section 1.860F-1;

            (ii) within such 90-day liquidation period and at or prior to the
      time of the making of the final payment on the Certificates, the Trustee
      shall either (A) sell all of the assets of the Carlton Court Apartments
      Loan REMIC and the Lower-Tier REMIC (other than the Carlton Court
      Apartments Loan REMIC Regular Interests, which shall be liquidated), which
      shall be liquidated to Person(s) purchasing all of the Loans and each REO
      Property remaining in the Trust Fund pursuant to Section 9.01 for cash or
      (B) distribute all such assets to the Sole Certificateholder on the
      designated exchange date in exchange for its Certificates; and

            (iii) immediately following the making of the final payment on the
      Carlton Court Apartments Loan REMIC Regular Interests, the Uncertificated
      Lower-Tier Interests and the Regular Certificates, the Trustee shall
      distribute or credit, or cause to be distributed or credited, all cash on
      hand in the Trust Fund (other than cash retained to meet claims) to the
      Holders of the Class R Certificates any amounts remaining in the Trust
      REMICs, and each Trust REMIC shall terminate at that time.

      (b) Notwithstanding the foregoing, the Carlton Court Apartments Loan REMIC
shall be liquidated upon a repurchase of the Carlton Court Apartments Loan,
respectively, from the Trust Fund as a result of a repurchase upon a breach of a
representation or warranty with respect to the Carlton Court Apartments Loan set
forth in the Mortgage Loan Purchase Agreement, and the date of such repurchase
shall be specified in the Carlton Court Apartment Loan REMIC's final federal
income tax return as the date of adoption of a plan of complete liquidation of
such REMIC.

      (c) By their acceptance of Certificates, the Holders thereof hereby agree
to authorize the Tax Administrator to specify the 90-day liquidation period for
each Trust REMIC, which authorization shall be binding upon all successor
Certificateholders.

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

      Section 10.01 Amendment. (a) This Agreement may be amended from time to
time by the mutual agreement of the parties hereto, without the consent of any
of the Certificateholders or any of the Junior Loan Holders, (i) to cure any
ambiguity, (ii) to correct, modify or supplement any provision herein which may
be inconsistent with any other provision herein or to correct any error, (iii)
to make any other provisions with respect to matters or questions arising
hereunder which shall not be inconsistent with the then existing provisions
hereof, (iv) as evidenced by an Opinion of Counsel delivered to the Trustee,
each Master Servicer and each Special Servicer, to relax or eliminate (A) any
requirement hereunder imposed by the REMIC Provisions (if the REMIC Provisions
are amended or clarified such that any such requirement may be relaxed or
eliminated) or (B) any transfer restriction imposed on the Certificates pursuant
to Section 5.02(b) or Section 5.02(c) (if applicable law is amended or clarified
such that any such restriction may be relaxed or eliminated), (v) as evidenced
by an Opinion of Counsel delivered to the Trustee, either (X) to comply with any
requirements imposed by the Code or any successor or amendatory statute or any
temporary or final regulation, revenue ruling, revenue procedure or other
written official announcement or interpretation relating to federal income tax
laws or any such proposed action which, if made effective, would apply
retroactively to any Trust REMIC or the Grantor Trust portion of the Trust Fund
at least from the effective date of such amendment, or (Y) to avoid the
occurrence of a prohibited transaction or to reduce the incidence of any tax
that would arise from any actions taken with respect to the operation of any
Trust REMIC or the portion of the Trust Fund that constitutes the Grantor Trust,
(vi) subject to Section 5.02(d)(iv), to modify, add to or eliminate any of the
provisions of Section 5.02(d)(i), (ii) or (iii), (vii) to avoid the downgrading,
withdrawal or qualification of then-current rating assigned by a Rating Agency
to any Class of Certificates, or (viii) to allow any Mortgage Loan Seller and
its Affiliates to obtain accounting "sale" treatment for the Loans sold by such
Mortgage Loan Seller to the Depositor under FAS 140; provided that no such
amendment may significantly change the activities of the Trust in a manner that
would adversely affect the Trust's status as a "qualifying special purpose
entity" for purposes of FAS 140; and provided, further, that any such amendment
for the specific purposes described in clause (iii), (iv), (vii) or (viii) above
shall not adversely affect in any material respect the interests of any
Certificateholder, any Junior Loan Holder or any third-party beneficiary to this
Agreement or any provision hereof, as evidenced by the Trustee's receipt of an
Opinion of Counsel to that effect or, alternatively, in the case of any
particular Certificateholder, Junior Loan Holder or third-party beneficiary, an
acknowledgment to that effect from such Person or, alternatively, in the case of
a Class of Certificates rated by either or both of the Rating Agencies, written
confirmation from each applicable Rating Agency to the effect that such
amendment shall not result in the downgrading, withdrawal or qualification of
the then-current rating assigned by such Rating Agency to such Class of
Certificates; and provided, further, that with respect to any such amendment for
the specific purposes described in clause (iii) above, the Trustee shall receive
written confirmation from each applicable Rating Agency to the effect that such
amendment shall not result in a downgrade, withdrawal or qualification of the
then-current rating assigned by such Rating Agency to any Class of Certificates.

      (b) This Agreement may also be amended from time to time by the mutual
agreement of the parties hereto, with the consent of the Holders of Certificates
entitled to not less than 51% of the Voting Rights allocated to all of the
Classes that are materially affected by the amendment, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided, however, that no such amendment shall (i) reduce in any
manner the amount of, or delay the timing of, payments received or advanced on
Loans and/or REO Properties which are required to be distributed on any
Certificate, without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Holders of any
Class of Certificates or the interests of any Junior Loan Holder in a manner
other than as described in clause (i) above, without the consent of the Holders
of all Certificates of such Class or the consent of any such Junior Loan Holder,
(iii) modify the provisions of this Section 10.01 or the definition of
"Servicing Standard," without the consent of the Holders of all Certificates
then outstanding and the consent of all the holders of Junior Loans, (iv)
significantly change the activities of the Trust, without the consent of the
Holders of Certificates entitled to not less than 66(2)/3% of all the Voting
Rights (not taking into account Certificates held by the Depositor or any of its
Affiliates or agents), or (v) adversely affect in any material respect the
interests of any third-party beneficiary to this Agreement or any provision
herein, without the consent of such third-party beneficiary. Notwithstanding any
other provision of this Agreement (except as contemplated by clause (iv) of the
prior sentence), for purposes of the giving or withholding of consents pursuant
to this Section 10.01, Certificates registered in the name of the Depositor or
any Affiliate of the Depositor shall be entitled to the same Voting Rights with
respect to the matters described above as they would if registered in the name
of any other Person.

      (c) Notwithstanding any contrary provision of this Agreement, the Trustee,
the Master Servicers and the Special Servicers shall not consent to any
amendment to this Agreement unless each of them shall first have received from
the party requesting the amendment an Opinion of Counsel to the effect that
neither such amendment nor the exercise of any power granted to any party hereto
in accordance with such amendment will result in an Adverse REMIC Event with
respect to any Trust REMIC or adversely affecting the remaining portion of the
Trust Fund as a Grantor Trust or result in a tax on such Grantor Trust.

      (d) Promptly after the execution and delivery of any amendment by all
parties thereto, the Trustee shall send a copy thereof to each
Certificateholder, Junior Loan Holder and Rating Agency.

      (e) It shall not be necessary for the consent of Certificateholders under
this Section 10.01 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization, execution
and delivery thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

      (f) The Trustee may but shall not be obligated to enter into any amendment
pursuant to this Section 10.01 that affects its rights, duties and immunities
under this Agreement or otherwise.

      (g) The cost of any Opinion of Counsel to be delivered pursuant to Section
10.01(a) or (c) shall be borne by the Person seeking the related amendment,
except that if the Trustee requests any amendment of this Agreement that it
reasonably believes protects or is in furtherance of the rights and interests of
Certificateholders, the cost of any Opinion of Counsel required in connection
therewith pursuant to Section 10.01(a) or (c) shall be payable out of the
Distribution Account.

      (h) Notwithstanding anything to the contrary contained in this Section
10.01, the parties hereto agree that this Agreement may not be amended in any
manner that is reasonably likely to have a material adverse effect on the Junior
Loan Holders without first obtaining the written consent of those parties. The
applicable Master Servicer may obtain, and each of the Master Servicers may rely
upon, an Opinion of Counsel to the effect that such action will not adversely
affect in any material respect the interests of the Junior Loan Holders.

      Section 10.02 Recordation of Agreement; Counterparts. (a) To the extent
permitted by applicable law, this Agreement is subject to recordation 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 Master Servicer No. 1 at the
expense of the Depositor on direction by the Trustee, but only upon direction
accompanied by an Opinion of Counsel (the cost of which shall be paid by the
Depositor or, to the extent that such recordation is for the benefit of a Junior
Loan Holder, by such Junior Loan Holder, as the case may be) to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders and/or one or more Junior Loan Holders.

      (b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

      Section 10.03 Limitation on Rights of Certificateholders. (a) The death or
incapacity of a Certificateholder shall not operate to terminate this Agreement
or the Trust Fund, nor entitle such Certificateholder's legal representatives or
heirs to claim an accounting or to take any action or proceeding in any court
for a partition or winding up of the Trust Fund, nor otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.

      (b) Except as expressly provided herein, no Certificateholder shall have
any right to vote or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

      (c) No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement or any Loan, unless with
respect to any suit, action or proceeding upon or under or with respect to this
Agreement, such Holder previously shall have given to the Trustee a written
notice of default hereunder, and of the continuance thereof, as hereinbefore
provided, and unless also (except in the case of a default by the Trustee) the
Holders of Certificates of any Class evidencing not less than 25% of the related
Percentage Interests in such Class shall have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding. The Trustee shall be under no obligation to
exercise any of the trusts or powers vested in it hereunder or to institute,
conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Holders of Certificates unless such Holders
have offered to the Trustee reasonable security against the costs, expenses and
liabilities which may be incurred therein or hereby.

      It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner
whatsoever by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
which priority or preference is not otherwise provided for herein, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 10.03(c), each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

      Section 10.04 Governing Law. This Agreement and the Certificates shall be
construed in accordance with the internal laws of the State of New York
applicable to agreements made and to be performed in said State, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws. The parties hereto intend that the provisions of
Section 5-1401 of the New York General Obligations Law shall apply to this
Agreement.

      Section 10.05 Notices. Any communications provided for or permitted
hereunder shall be in writing and, unless otherwise expressly provided herein,
shall be deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to: (i) (a) in the case
of the Depositor, Credit Suisse First Boston Mortgage Securities Corp., Eleven
Madison Avenue, New York, New York 10010, Attention: Edmund Taylor, with a copy
to Casey McCutcheon, Esq., Legal & Compliance Department, telecopy number.:
(917) 326-8433; (ii) in the case of the Underwriters and the Initial Purchaser,
(A) Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New
York 10010, Attention: Edmund Taylor, with a copy to Casey McCutcheon, Esq.,
Legal & Compliance Department, telecopy number: (917) 326-8433, (B) GMAC
Commercial Holding Capital Markets Corp. 200 Witmer Road, Horsham, Pennsylvania
19044-8015, Attention: David M. Lazarus, telecopy number: (215) 328-1775, (C)
McDonald Investments, Inc., 127 Public Square, Cleveland, Ohio 44114, Attention:
Joe Chinnici, telecopy number: (216) 689-4233, (D) Banc of America Securities
LLC, 214 North Tryon Street, NC1-027-22-03, Charlotte, North Carolina 28255,
Attention: Stephen Hogue, telecopy No.: (704) 386-1094, with a copy to Paul
Kurzeja, Esq., Legal Department, telecopy No.: (704) 409-0267; (iii) in the case
of Master Servicer No. 1, GMAC Commercial Mortgage Corporation, 200 Witmer Road,
Horsham, Pennsylvania, 19044, telecopy number: (215) 328-3478, Attention:
Managing Director, Commercial Servicing Operations; (iv) in the case of Master
Servicer No. 2, KeyCorp Real Estate Capital Markets, Inc., 911 Main Street,
Suite 1500, Kansas City, Missouri 64105, telecopy number: (816) 204-2290,
Attention: Bryan Nitcher with a copy to Robert C. Bowes, KeyBank National
Association, 127 Public Square, Cleveland, Ohio 44114, telecopy: (216) 689-5681
and with a copy a to Kraig Kohring, Polsinelli Shalton Welte Suelthaus P.C., 700
W. 47th Street, Suite 1000, Kansas City, Missouri 64112, telecopy: (816)
753-1536, (v) in the case of Master Servicer No. 3, NCB, FSB, 1725 Eye Street,
N.W., Washington, D.C. 20006, Attention: Kathleen Luzik, telecopy number: (202)
336-7800; (vi) in the case of Special Servicer No. 1, GMAC Commercial Mortgage
Corporation, 550 California Street, San Francisco, CA 94104, Attention: Henry
Bieber, telecopy number: (415) 391-2949; (vii) in the case of Special Servicer
No. 2, National Consumer Cooperative Bank, FSB, 1725 Eye Street, N.W.,
Washington, D.C. 20006, Attention: Kathleen Luzik, telecopy number: (202)
336-7800; (viii) in the case of the Trustee and Certificate Registrar, Wells
Fargo Bank, N.A., to the Corporate Trust Office, telecopy number: (410)
715-2380; (ix) in the case of the Rating Agencies, (A) Fitch, Inc., One State
Street Plaza, 31st Floor, New York, NY, Attention: Commercial Mortgage
Surveillance, telecopy number: (212) 635-0295; and (B) Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New
York, New York 10041, Attention: CMBS Surveillance Department, telecopy number:
(212) 438-2662; (ix) in the case of any Mortgage Loan Seller, the address and
telecopy number for notices to such Mortgage Loan Seller under the related
Mortgage Loan Purchase Agreement; and (x) in the case of the initial Directing
Certificateholder, Hyperion Brookfield Asset Management, Inc., Three World
Financial Center, 200 Vesey Street, 10th Floor, New York, NY 10281-1010,
Attention: Julie Madnick, telecopy number: (212) 549-8304; or as to each such
Person such other address as may hereafter be furnished by such Person to the
parties hereto in writing. Any communication required or permitted to be
delivered to a Certificateholder shall be deemed to have been duly given when
mailed first class, postage prepaid, to the address of such Holder as shown in
the Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice.

      Section 10.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

      Section 10.07 Grant of a Security Interest. The Depositor and the Trustee
intend that the conveyance of the Depositor's right, title and interest in and
to the Loans pursuant to this Agreement shall constitute a sale and not a pledge
of security for a loan. If such conveyance is deemed to be a pledge of security
for a loan, however, the Depositor and the Trustee intend that the rights and
obligations of the parties to such loan shall be established pursuant to the
terms of this Agreement. The Depositor also intends and agrees that, in such
event, (i) the Depositor shall be deemed to have granted to the Trustee (in such
capacity) a first priority security interest in the Depositor's entire right,
title and interest in and to the assets comprising the Trust Fund, including
without limitation, the Loans, all principal and interest received or receivable
with respect to the Loans (other than principal and interest payments due and
payable prior to the Cut-off Date and Principal Prepayments received prior to
the Cut-off Date), all amounts with respect to the Loans held from time to time
in the Collection Accounts, the Distribution Account, the Carlton Court
Apartments Loan REMIC Distribution Account, the Excess Liquidation Proceeds
Account, the Interest Reserve Account and, if established, the REO Accounts, and
all reinvestment earnings on such amounts, and all of the Depositor's right,
title and interest in and to the proceeds of any title, hazard or other
Insurance Policies related to such Loans and (ii) this Agreement shall
constitute a security agreement under applicable law. This Section 10.07 shall
constitute notice to the Trustee pursuant to any of the requirements of the
applicable UCC.

      Section 10.08 Successors and Assigns; Beneficiaries. The provisions of
this Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto, and all such provisions shall
inure to the benefit of the Certificateholders. The Junior Loan Holders, and
each party under a pooling and servicing agreement, trust agreement or other
agreement that sets forth the terms of a securitization which holds any Junior
Loan are each an intended third-party beneficiary in respect of the rights
afforded it hereunder. No other person, including, without limitation, any
Borrower, shall be entitled to any benefit or equitable right, remedy or claim
under this Agreement.

      Section 10.09 Article and Section Headings. The article and Section
headings herein are for convenience of reference only, and shall not limit or
otherwise affect the meaning hereof.

      Section 10.10 Notices to Rating Agencies. (a)The Trustee shall use
reasonable efforts promptly to provide notice to each Rating Agency with respect
to each of the following of which a Responsible Officer of the Trustee has
actual knowledge:

            (i) any material change or amendment to this Agreement;

            (ii) the occurrence of any Event of Default that has not been cured;

            (iii) the resignation, termination, merger or consolidation of any
      Master Servicer or Special Servicer;

            (iv) any change in the location of the Distribution Account, the
      Excess Interest Distribution Account, the Excess Liquidation Proceeds
      Account, the Carlton Court Apartments Loan REMIC Distribution Account or
      the Interest Reserve Account;

            (v) the repurchase of Loans by or on behalf of any Mortgage Loan
      Seller pursuant to Section 7 of the related Mortgage Loan Purchase
      Agreement or pursuant to the Column Performance Guarantee; and

            (vi) the final payment to any Class of Certificateholders.

      (b) Each Master Servicer shall use reasonable efforts promptly to provide
notice to each Rating Agency with respect to each of the following of which it
has actual knowledge:

            (i) the resignation, merger, consolidation or removal of the
      Trustee; and

            (ii) any change in the location of such Master Servicer's Collection
      Account.

      (c) Each of the Master Servicers and Special Servicers shall promptly
furnish to each Rating Agency copies of the following (to the extent not already
delivered pursuant to the terms of this Agreement):

            (i) each of its annual statements as to compliance described in
      Section 11.12;

            (ii) all reports and other items for Loans delivered by such Master
      Servicer and Special Servicer, as the case may be, pursuant to Section
      3.12 (to the extent requested by such Rating Agency);

            (iii) each of its annual independent public accountants' servicing
      reports described in Section 11.13;

            (iv) each waiver and consent provided by such Master Servicer or
      Special Servicer, as the case may be, pursuant to Section 3.08 for Loans
      representing 2% or more of the pool balance;

            (v) any officers' certificates delivered by such Master Servicer or
      Special Servicer, as the case may be, to the Trustee (to the extent
      requested by such Rating Agency);

            (vi) all site inspections conducted by or on behalf of such Master
      Servicer or Special Servicer, as the case may be (to the extent requested
      by such Rating Agency);

            (vii) all operating statements collected or obtained by such Master
      Servicer or Special Servicer, as the case may be (to the extent requested
      by such Rating Agency);

            (viii) all rent rolls and sales reports (to the extent provided by
      the Borrowers to such Master Servicer or Special Servicer, as the case may
      be, and requested by such Rating Agency);

            (ix) any proposed no downgrade request by such Master Servicer or
      Special Servicer, as the case may be;

            (x) any extension or modification of the Maturity Date of any Loan
      by such Master Servicer or Special Servicer, as the case may be;

            (xi) any change in the lien priority on a mortgage loan;

            (xii) any modification, waiver or amendment of any material term of
      any Loan that exceeds $5,000,000 by such Master Servicer or Special
      Servicer, as the case may be; and

            (xiii) any other document in its possession that shall be reasonably
      requested by any Rating Agency.

      (d) Reserved.

      (e) The Trustee shall promptly after each Distribution Date make available
to each Rating Agency a copy of the related Statement to Certificateholders.

                                   ARTICLE XI

               EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

      Section 11.01 Intent of the Parties; Reasonableness. Except with respect
to Section 11.11, Section 11.12 and Section 11.13, the parties hereto
acknowledge and agree that the purpose of Article XI of this Agreement is to
facilitate compliance with the provisions of Regulation AB and related rules and
regulations of the Commission. The Depositor shall not exercise its rights to
request delivery of information or other performance under these provisions
other than reasonably and in good faith, or for purposes other than compliance
with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each
case, the rules and regulations of the Commission thereunder. The parties hereto
acknowledge that interpretations of the requirements of Regulation AB may change
over time, whether due to interpretive guidance provided by the Commission or
its staff, consensus among participants in the asset-backed securities markets,
advice of counsel, or otherwise, and agree to comply with requests made by the
Depositor in good faith for delivery of information under these provisions on
the basis of evolving interpretations of the requirements of Regulation AB. In
connection with the Certificates, each of the parties to this Agreement shall
cooperate fully with the Depositor to deliver or make available to the Depositor
(including any of their assignees or designees), any and all statements,
reports, certifications, records and any other information in the applicable
Person's possession and necessary in the good faith determination of the
Depositor to permit the Depositor to comply with the provisions of Regulation
AB, together with such disclosures relating to the Master Servicers, the Special
Servicers, any Servicing Function Participant and the Trustee, as applicable, or
the Servicing of the Loans, reasonably believed by the Depositor to be necessary
in order to effect such compliance.

      Section 11.02 Reserved.

      Section 11.03 Information to be Provided by each Master Servicer, the
Special Servicers, the Trustee and each Servicing Function Participant.

      (a) For so long as the Trust is subject to the reporting requirements of
the Exchange Act with respect to the Certificates, in connection with the
succession to any Master Servicer, any Special Servicer, any Sub-Servicer or the
Trustee as a servicer or trustee under this Agreement by any Person (i) into
which such Master Servicer, such Special Servicer, such Sub-Servicer or the
Trustee may be merged or consolidated, or (ii) which may be appointed as a
successor to such Master Servicer, such Special Servicer, any Sub-Servicer or
the Trustee, such successor Person shall provide to the Depositor, at least 5
calendar days prior to the effective date of such succession or appointment (as
long as such disclosure prior to such effective date would not be violative of
any applicable law or confidentiality agreement, otherwise immediately following
such effective date, but no later than required pursuant to Section 11.09), (x)
written notice to the Trustee and the Depositor of such succession or
appointment and (y) in writing and in form and substance reasonably satisfactory
to the Trustee and the Depositor, all information reasonably requested by the
Depositor in order to comply with its reporting obligation under Item 6.02 of
Form 8-K with respect to any Class of Certificates. The parties hereto
acknowledge that this Section does not apply to the transaction described in the
Prospectus Supplement where General Motors Acceptance Corporation and GMAC
Mortgage Group, Inc. would sell a seventy-eight percent equity interest in GMAC
Commercial Holding Corp. ("GMACCH"), the direct parent of GMACCM, to an
investment vehicle controlled by affiliates of Five Mile Capital Partners LLC,
Kohlberg Kravis Roberts & Co. L.P., and The Goldman Sachs Group, Inc.

      Section 11.04 Reserved.

      Section 11.05 Filing Obligations. Each Master Servicer, each Special
Servicer and the Trustee shall, and each Master Servicer and each Special
Servicer, as applicable, shall use commercially reasonable efforts to cause each
Servicing Function Participant (other than any party to this Agreement) with
which it has entered into a servicing relationship with respect to the Loans to,
reasonably cooperate with the Trustee and the Depositor in connection with the
Trustee's and Depositor's good faith efforts to satisfy the Trust's reporting
requirements under the Exchange Act.

      Section 11.06 Form 10-D Filings.

      Within 15 days after each Distribution Date (subject to permitted
extensions under the Exchange Act), the Trustee shall prepare and file on behalf
of the Trust any Form 10-D required by the Exchange Act and the rules and
regulations of the Commission thereunder in form and substance as required by
the Exchange Act and the rules and regulations of the Commission thereunder. The
Trustee shall file each Form 10-D, pursuant to the paragraph immediately
succeeding, with a copy of the related Statement to Certificateholders attached
thereto. Any disclosure in addition to the Statement to Certificateholders that
is required to be included on Form 10-D ("Additional Form 10-D Disclosure")
shall, pursuant to the paragraph immediately succeeding, (and to the extent not
otherwise reported pursuant to any other provision of this Agreement) be
reported by the parties set forth on Exhibit V and approved or disapproved, as
the case may be, as to form and substance, by the Depositor, and the Trustee
shall have no duty or liability for any failure hereunder to determine or
prepare any Additional Form 10-D Disclosure (other than such Additional Form
10-D Disclosure which is to be reported by it as set forth on Exhibit V), absent
such reporting and approval.

      For so long as the Trust is subject to the reporting requirements of the
Exchange Act, within 5 calendar days after the related Distribution Date, (i)
each party listed on Exhibit V hereto shall be required to provide to the
Trustee and the Depositor, to the extent a Servicing Officer or Responsible
Officer, as the case may be, thereof has actual knowledge (other than Item 1117
of Regulation AB as to such party which shall be reported if actually known by
any Servicing Officer or Responsible Officer, as the case may be, any lawyer in
the in-house legal department or a senior manager of such party), in
EDGAR-compatible format, or in such other format as otherwise agreed upon by the
Trustee, the Depositor and such party, any Additional Form 10-D Disclosure
described on Exhibit V applicable to such party, (ii) include with such
Additional Form 10-D Disclosure, an Additional Disclosure Notification
substantially in the form attached hereto as Exhibit Y and (iii) the Trustee
shall, at any time prior to filing the related Form 10-D, provide prompt notice
to the Depositor to the extent that the Trustee is notified of an event
reportable on Form 10-D for which it has not received the necessary Additional
Form 10-D Disclosure from the applicable party. No later than the 7th calendar
day after the Distribution Date, the Depositor will approve, as to form and
substance, or disapprove, as the case may be, the inclusion of the Additional
Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit V of
their duties under this paragraph or proactively solicit or procure from such
parties any Additional Form 10-D Disclosure information. The Depositor will be
responsible for any reasonable fees and expenses assessed or incurred by the
Trustee in connection with including any Additional Form 10-D Disclosure on Form
10-D pursuant to this paragraph.

      After preparing the Form 10-D, the Trustee shall forward electronically a
draft copy of the Form 10-D to the Depositor for review and approval; provided
that the Trustee shall use its reasonable best efforts to provide such copy to
the Depositor by the 3rd Business Day prior to the 15th calendar day after the
related Distribution Date, but in no event earlier than 24 hours after receipt
of direction from the Depositor regarding the inclusion of any Additional Form
10-D Disclosure pursuant to the preceding paragraph. Within two Business Days
after receipt of such copy, but no later than the 12th calendar day after the
Distribution Date, the Depositor shall notify the Trustee in writing (which may
be furnished electronically) of any changes to or approval of such Form 10-D
and, a duly authorized representative of the Depositor shall sign the Form 10-D
and return an electronic or fax copy of such signed Form 10-D (with an original
executed hard copy to follow by overnight mail) to the Trustee. The Trustee
shall file such Form 10-D, upon signature thereof as provided in Section 11.16,
not later than (i) 5:30 pm (New York City time) on the 15th calendar day after
the related Distribution Date or (ii) such other time as the Depositor and the
Trustee mutually agree is permitted by the Commission for the filing such Form
10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D
needs to be amended, the Trustee will follow the procedures set forth in Section
11.10(b). Promptly, but no later than one Business Day after filing with the
Commission, the Trustee shall, pursuant to Section 4.02(c), make available on
its internet website a final executed copy of each Form 10-D. The parties to
this Agreement acknowledge that the performance by the Trustee of its duties
under this Section 11.06 related to the timely preparation and filing of Form
10-D is contingent upon such parties observing all applicable deadlines in the
performance of their duties under this Section 11.06. The Trustee shall have no
liability for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare, arrange for execution and/or file such Form
10-D where such failure results from the Trustee's inability or failure to
receive on a timely basis any information from any other party hereto needed to
prepare, arrange for execution or file such Form 10-D, not resulting from its
own negligence, bad faith or willful misconduct.

      Section 11.07 Form 10-K Filings.

      Within 90 days after the end of each fiscal year of the Trust or such
earlier date as may be required by the Exchange Act (the "10-K Filing Deadline")
(it being understood that the fiscal year for the Trust ends on December 31st of
each year), commencing in March 2007, the Trustee shall prepare and file on
behalf of the Trust a Form 10-K, in form and substance as required by the
Exchange Act. Each such Form 10-K shall include the following items, in each
case to the extent they have been delivered to the Trustee within the applicable
time frames set forth in this Agreement, (i) an annual compliance statement for
each applicable Reporting Servicer, as described under Section 11.11, (ii)(A)
the annual reports on assessment of compliance with servicing criteria for each
applicable Reporting Servicer, as described under Section 11.12, and (B) if any
Reporting Servicer's report on assessment of compliance with servicing criteria
described under Section 11.12 identifies any material instance of noncompliance,
disclosure identifying such instance of noncompliance, or if any Reporting
Servicer's report on assessment of compliance with servicing criteria described
under Section 11.12 is not included as an exhibit to such Form 10-K, disclosure
that such report is not included and an explanation as to why such report is not
included, (iii)(A) the registered public accounting firm attestation report for
each Reporting Servicer, as described under Section 11.13, and (B) if any
registered public accounting firm attestation report described under Section
11.13 identifies any material instance of noncompliance, disclosure identifying
such instance of noncompliance, or if any such registered public accounting firm
attestation report is not included as an exhibit to such Form 10-K, disclosure
that such report is not included and an explanation as to why such report is not
included, and (iv) a Sarbanes-Oxley Certification as described in Section 11.08.
Any disclosure or information in addition to (i) through (iv) above that is
required to be included on Form 10-K ("Additional Form 10-K Disclosure") shall,
pursuant to the paragraph immediately succeeding, be reported by the parties set
forth on Exhibit W and approved or disapproved, as the case may be, as to form
and substance, by the Depositor, and the Trustee will have no duty or liability
for any failure hereunder to determine or prepare any Additional Form 10-K
Disclosure absent such reporting or approval.

      For so long as (but only for so long as) the Trust is subject to the
reporting requirements of the Exchange Act, no later than March 15 (with no cure
period), commencing in March 2007 (i) each party listed on Exhibit W hereto
shall be required to provide to the Trustee and the Depositor, to the extent a
Servicing Officer or a Responsible Officer, as the case may be, thereof has
actual knowledge (other than with respect to disclosure required pursuant to
Items 1117 and 1119 of Regulation AB as to such party which shall be reported if
actually known by any Servicing Officer, any lawyer in the in-house legal
department or a senior manager of such party), in EDGAR-compatible format, or in
such other form as otherwise agreed upon by the Trustee, the Depositor and such
party, any Additional Form 10-K Disclosure described on Exhibit W applicable to
such party, (ii) include with such Additional Form 10-K Disclosure, an
Additional Disclosure Notification substantially in the form attached hereto as
Exhibit Y and (iii) the Trustee shall, at any time prior to filing the related
Form 10-K, provide prompt notice to the Depositor to the extent that the Trustee
is notified of an event reportable on Form 10-K for which it has not received
the necessary Additional Form 10-K Disclosure from the applicable party. No
later than March 15th, the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Additional Form 10-K
Disclosure on Form 10-K. Other than with respect to itself, the Trustee has no
duty under this Agreement to monitor or enforce the performance by the parties
listed on Exhibit W of their duties under this paragraph or proactively solicit
or procure from such parties any Additional Form 10-K Disclosure information.
The Depositor will be responsible for any reasonable fees and expenses assessed
or incurred by the Trustee in connection with including any Additional Form 10-K
Disclosure on Form 10-K pursuant to this paragraph.

      After preparing the Form 10-K, the Trustee shall forward electronically a
copy of the Form 10-K to the Depositor for review. Within three Business Days
after receipt of such copy, but no later than March 25th, the Depositor shall
notify the Trustee in writing (which may be furnished electronically) of any
changes to or approval of such Form 10-K. No later than 5:00 p.m. EST on the 4th
Business Day prior to the 10-K Filing Deadline, a senior officer in charge of
securitization of the Depositor shall sign the Form 10-K and return an
electronic or fax copy of such signed Form 10-K (with an original executed hard
copy to follow by overnight mail) to the Trustee. If a Form 10-K cannot be filed
on time or if a previously filed Form 10-K needs to be amended, the Trustee will
follow the procedures set forth in Section 11.10(b). After filing with the
Commission, the Trustee shall, pursuant to Section 4.02(c), make available on
its internet website a final executed copy of each Form 10-K. The parties to
this Agreement acknowledge that the performance by the Trustee of its duties
under this Section 11.07 related to the timely preparation and filing of Form
10-K is contingent upon such parties (and any Additional Servicer or Servicing
Function Participant) observing all applicable deadlines in the performance of
their duties under this Article XI. The Trustee shall have no liability with
respect to any failure to properly prepare and/or file such Form 10-K resulting
from the Trustee's inability or failure to receive from any other party any
information needed to prepare, arrange for execution or file such Form 10-K on a
timely basis, not resulting from its own negligence, bad faith or willful
misconduct.

      Section 11.08 Sarbanes-Oxley Certification.

      Each Form 10-K shall include a certification (the "Sarbanes-Oxley
Certification") as set forth in Exhibit L-1 attached hereto, required to be
included therewith pursuant to the Sarbanes-Oxley Act. Each Reporting Servicer
shall, and each Master Servicer, each Special Servicer and the Trustee shall use
reasonable efforts to cause each Servicing Function Participant with which it
has entered into a servicing relationship with respect to the Loans (other than
any party to this agreement) to, provide to the Person who signs the
Sarbanes-Oxley Certification (the "Certifying Person") by no later than the 10th
Business Day prior to the 10-K filing deadline of each year in which the Trust
is subject to the reporting requirements of the Exchange Act and otherwise
within a reasonable period of time upon request, a certification (each, a
"Performance Certification"), in the form attached hereto as Exhibit L-2, L-3 or
L-4, on which the Certifying Person, the entity for which the Certifying Person
acts as an officer, and such entity's officers, directors and Affiliates
(collectively with the Certifying Person, "Certification Parties") can
reasonably rely. The senior officer in charge of the securitization of the
Depositor shall serve as the Certifying Person on behalf of the Trust. Such
officer of the Certifying Person can be contacted at 11 Madison Avenue, New
York, NY 10010. If any Reporting Servicer is terminated or resigns pursuant to
the terms of this Agreement, or any applicable sub-servicing agreement or
primary servicing agreement, as the case may be, such Reporting Servicer shall
provide a certification to the Certifying Person pursuant to this Section 11.08
with respect to the period of time it was subject to this Agreement or the
applicable sub-servicing or primary servicing agreement, as the case may be.
Notwithstanding the foregoing, nothing in this paragraph shall require any
Reporting Servicer (i) to certify or verify the accurateness or completeness of
any information provided to such Reporting Servicer by third parties, (ii) to
certify information other than to such Reporting Servicer's knowledge and in
accordance with such Reporting Servicer's responsibilities hereunder or (iii)
with respect to completeness of information and reports, to certify anything
other than that all fields of information called for in written reports prepared
by such Reporting Servicer have been completed except as they have been left
blank on their face.

      Each Performance Certification shall include a reasonable reliance
statement by the Reporting Servicer enabling the Certification Parties to rely
upon each (i) annual compliance statement provided by such Reporting Servicer
pursuant to Section 11.11, (ii) annual report on assessment of compliance with
servicing criteria provided by such Reporting Servicer pursuant to Section 11.12
and (iii) registered public accounting firm attestation report provided by such
Reporting Servicer pursuant to Section 11.13.

      Section 11.09 Form 8-K Filings.

      Within four (4) Business Days after the occurrence of an event requiring
disclosure under Form 8-K (each a "Reportable Event"), and, if requested by the
Depositor and to the extent it receives the Form 8-K Disclosure Information
described below, the Trustee shall prepare and file on behalf of the Trust any
Form 8-K as required by the Exchange Act provided that the Depositor shall file
the initial Form 8-K in connection with the issuance of the Certificates. Any
disclosure or information related to a Reportable Event or that is otherwise
required to be included on Form 8-K ("Form 8-K Disclosure Information") shall,
pursuant to the paragraph immediately succeeding, be reported by the parties set
forth on Exhibit X and approved or disapproved, as the case may be, by the
Depositor and the Trustee shall have no duty or liability for any failure
hereunder to determine or prepare any Form 8-K Disclosure Information (other
than such Form 8-K Disclosure Information which is to be reported by it as set
forth on Exhibit X) absent such reporting and approval.

      For so long as (but only for so long as) the Trust is subject to the
reporting requirements of the Exchange Act, (i) the parties listed on Exhibit X
hereto shall, to the extent a Servicing Officer or a Responsible Officer, as the
case may be, thereof has actual knowledge (or any officer thereof with respect
to Items 1117 and 1119 or Regulation AB as to such party), use their reasonable
efforts to provide to the Depositor and the Trustee within 1 Business Day after
the occurrence of the Reportable Event, but shall provide in no event later than
noon (New York City time) on the 2nd Business Day after the occurrence of the
Reportable Event, any Form 8-K Disclosure Information described on Exhibit X as
applicable to such party, in EDGAR-compatible format, or in such other format as
otherwise agreed upon by the Trustee, the Depositor and such party, and (ii)
include with such Additional Form 8-K Disclosure, an Additional Disclosure
Notification substantially in the form attached hereto as Exhibit Y. The
Depositor will approve, as to form and substance, or disapprove, as the case may
be, the inclusion of the Form 8-K Disclosure Information on Form 8-K no later
than noon on the third business Day after the Reportable Event. The Trustee has
no duty under this Agreement to monitor or enforce the performance by the
parties listed on Exhibit X of their duties under this paragraph or proactively
solicit or procure from such parties any Form 8-K Disclosure Information. Any
notice delivered to the Trustee pursuant to this paragraph shall be delivered by
facsimile to (410) 715-2380 and by email to
cts.sec.notifications@wellsfargo.com, or such other address as may hereafter be
furnished by the Trustee to the other parties in writing. The Depositor will be
responsible for any reasonable fees and expenses assessed or incurred by the
Trustee in connection with including any Form 8-K Disclosure Information on Form
8-K pursuant to this paragraph.

      After preparing the Form 8-K, the Trustee shall forward electronically a
copy of the Form 8-K to the Depositor for review. Promptly, but no later than
the close of business on the third Business Day after the Reportable Event, the
Depositor shall notify the Trustee in writing (which may be furnished
electronically) of any changes to or approval of such Form 8-K. No later than
noon (Eastern time) on the 4th Business Day after the Reportable Event, a duly
authorized representative of the Depositor shall sign the Form 8-K and return an
electronic or fax copy of such signed Form 8-K (with an original executed hard
copy to follow by overnight mail) to the Trustee. If a Form 8-K cannot be filed
on time or if a previously filed Form 8-K needs to be amended, the Trustee will
follow the procedures set forth in Section 11.10(b). After filing with the
Commission, the Trustee will, pursuant to Section 4.02(c), make available on its
internet website a final executed copy of each Form 8-K. The parties to this
Agreement acknowledge that the performance by the Trustee of its duties under
this Section 11.09 related to the timely preparation and filing of Form 8-K is
contingent upon such parties observing all applicable deadlines in the
performance of their duties under this Section 11.09. The Trustee shall have no
liability for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare and/or timely file such Form 8-K, where such
failure results from the Trustee's inability or failure to receive, on a timely
basis, any information from any other party hereto needed to prepare, arrange
for execution or file such Form 8-K and not resulting from the Trustee's own
negligence, bad faith or willful misconduct.

      Section 11.10 Form 15 Filing; Incomplete Exchange Act Filings; Amendments
to Exchange Act Reports.

      (a) On or before January 30 of the first year in which the Trustee is able
to do so under applicable law, the Trustee shall prepare and file a Form 15
Suspension Notification relating to the automatic suspension of reporting in
respect of the Trust under the Exchange Act, and shall provide notice to the
other parties hereto in the event such filing is not accomplished. After the
filing of Form 15, the obligations of the parties to this Agreement under
Sections 11.06, 11.07, 11.08 and 11.09 shall be suspended.

      (b) The Trustee shall promptly notify (which notice, notwithstanding the
provisions of Section 10.05, may be sent by facsimile or by email and which
shall include the identity of the Master Servicers or Special Servicers who did
not deliver such information) the Depositor and the Depositor shall notify each
Master or Special Servicer that failed to deliver such information, if all, or
any portion of, any required disclosure information to be included in any Form
8-K, Form 10-D or Form 10-K required to be filed pursuant to this Agreement is
not delivered to it within the delivery deadlines set forth in this Agreement
(exclusive of any grace or cure periods), but only to the extent the Trustee has
actual knowledge that the applicable Master Servicer or Special Servicer is
required to provide such disclosure information. If the Trustee is unable to
timely file with the Commission all or any required portion of any Form 8-K,
Form 10-D or Form 10-K required to be filed by this Agreement because required
disclosure information was either not delivered to it or delivered to it after
the delivery deadlines set forth in this Agreement or for any other reason, the
Trustee shall promptly notify the Depositor of such inability to make a timely
filing with the Commission. In the case of Forms 10-D and 10-K, the parties
hereto, as necessary, shall cooperate with the Depositor and the Trustee to
prepare and file a Form 12b-25 and a Form 10-D/A and Form 10-K/A as applicable,
pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the
Trustee shall, upon receipt of all required Form 8-K Disclosure Information and
upon the approval and direction of the Depositor, include such disclosure
information on the next Form 10-D. In the event that any previously filed Form
8-K, Form 10-D or Form 10-K needs to be amended, the Trustee will, in the case
of any such amended forms relating to Additional Form 10-D Disclosure or to
Additional Form 10-K Disclosure, notify the Depositor, and the Depositor shall
notify each Master or Special Servicer and such parties shall cooperate to
prepare any necessary 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15, Form
12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K shall be signed by a
senior officer of the Depositor in charge of securitization. The Depositor, the
Master Servicers and the Special Servicers acknowledge that the performance by
the Trustee of its duties under this Section 11.10 related to the timely
preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K,
Form 10-D or Form 10-K is contingent upon the Master Servicers, the Depositor
and the Special Servicers performing their duties under this Section. The
Trustee shall have no liability for any loss, expense, damage, claim arising out
of or with respect to any failure to properly prepare and/or timely file any
such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where
such failure results from the Trustee's inability or failure to receive, on a
timely basis, any information from any other party hereto needed to prepare,
arrange for execution or timely file such Form 15, Form 12b-25 or any amendments
to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or
willful misconduct.

      Section 11.11 Annual Compliance Statements. Each Master Servicer, each
Special Servicer, the Trustee and each Servicing Function Participant (if such
Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB) (each a "Certifying Servicer") shall, and the
Master Servicer, each Special Servicer and the Trustee shall use commercially
reasonable efforts to cause each Additional Servicer and each Servicing Function
Participant (if such Servicing Function Participant is a servicer contemplated
by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (other than any party to
this Agreement) with which it has entered into a servicing relationship with
respect to the Loans to, deliver to the Depositor and the Trustee on or before
March 1 (subject to a grace period until March 15th) of each year, commencing in
March 2007, an Officer's Certificate stating, as to the signer thereof, that (A)
a review of such Certifying Servicer's activities during the preceding fiscal
year or portion thereof and of such Certifying Servicer's performance under this
Agreement (or the applicable sub-servicing agreement, as the case may be), has
been made under such officer's supervision and (B) to the best of such officer's
knowledge, based on such review, such Certifying Servicer has fulfilled all its
obligations under this Agreement, or the applicable sub-servicing agreement or
primary servicing agreement in the case of an Additional Servicer, in all
material respects throughout such year or portion thereof, or, if there has been
a failure to fulfill any such obligation in any material respect, specifying
each such failure known to such officer and the nature and status thereof.
Promptly after receipt of each such Officer's Certificate, the Depositor shall
have the right to review such Officer's Certificate and, if applicable, consult
with each Certifying Servicer, as applicable, as to the nature of any failures
by such Certifying Servicer in the fulfillment of any of the Certifying
Servicer's obligations hereunder or under the applicable sub-servicing
agreement. None of the Certifying Servicers or any Additional Servicer or
Servicing Function Participant shall be required to deliver, or to endeavor to
cause the delivery of any such Officer's Certificates until April 30 in any
given year, so long as a Form 10-K is not required to be filed in respect of the
Trust for the preceding fiscal year.

      Section 11.12 Annual Reports on Assessment of Compliance with Servicing
Criteria. By March 15 (with no cure period) of each year in which the Trust is
required to file a Form 10-K for the preceding fiscal year, commencing in March
2007, or April 30 of each year in which the Trust is not required to file a Form
10-K for the preceding fiscal year, each Master Servicer, each Special Servicer
(regardless of whether a Special Servicer has commenced special servicing of any
Loan), the Trustee and each Servicing Function Participant, each at its own
expense, shall furnish, and each of the preceding parties, as applicable, shall
use reasonable efforts to cause each other Servicing Function Participant (other
than any party to this Agreement) with which it has entered into a servicing
relationship with respect to the Loans to furnish, each at its own expense, to
the Trustee and the Depositor, a report on an assessment of compliance with the
Relevant Servicing Criteria for the preceding fiscal year that contains (A) a
statement by such Reporting Servicer of its responsibility for assessing
compliance with the Relevant Servicing Criteria, (B) a statement that such
Reporting Servicer used the Servicing Criteria to assess compliance with the
Relevant Servicing Criteria, (C) such Reporting Servicer's assessment of
compliance with the Relevant Servicing Criteria as of and for the period ending
the end of the fiscal year covered by the Form 10-K required to be filed
pursuant to Section 11.07, including, if there has been any material instance of
noncompliance with the Relevant Servicing Criteria, a discussion of each such
failure and the nature and status thereof, and (D) a statement that a registered
public accounting firm has issued an attestation report on such Reporting
Servicer's assessment of compliance with the Relevant Servicing Criteria as of
and for such period.

      No later than ten (10) Business Days after the end of each fiscal year for
the Trust for which a Form 10-K is required to be filed, each Master Servicer,
each Special Servicer and the Trustee shall each forward to the Trustee and the
Depositor the name and address of each Servicing Function Participant engaged by
it during such fiscal year or portion thereof (except for any Servicing Function
Participant listed on Exhibit K hereto) and what Relevant Servicing Criteria
will be addressed in the report on assessment of compliance prepared by such
Servicing Function Participant. When the Master Servicers, Special Servicers,
the Trustee and each Servicing Function Participant submit their respective
assessments to the Trustee and the Depositor, each such party shall also at such
time, if it has received the assessment (and attestation required pursuant to
Section 11.13) of each Servicing Function Participant engaged by it, include
such assessment (and attestation) in its submission to the Trustee.

      Promptly after receipt of each such report on assessment of compliance,
(i) the Depositor shall have the right to review each such report and, if
applicable, consult with the Master Servicers, the Special Servicers, the
Trustee and any Servicing Function Participant as to the nature of any material
instance of noncompliance with the Relevant Servicing Criteria by the applicable
Master Servicer, Special Servicer, the Trustee or any Servicing Function
Participant, and (ii) the Trustee shall confirm that the assessments, taken
individually address the Relevant Servicing Criteria for each party as set forth
on Exhibit U and notify the Depositor of any exceptions. None of the Master
Servicers, the Special Servicer, the Trustee or any Servicing Function
Participant shall be required to deliver, or to endeavor to cause the delivery
of, any such reports until April 15 in any given year that a Form 10-K is not
required to be filed in respect of the Trust for the preceding fiscal year.

      Section 11.13 Annual Independent Public Accountants' Attestation. By March
15 of each year in which the Trust is required to file a Form 10-K for the
preceding fiscal year, commencing in March 2007, or April 30 of each year in
which the Trust is not required to file a Form 10-K for the preceding fiscal
year, each Master Servicer, each Special Servicer and the Trustee, each at its
own expense, shall use reasonable efforts to cause, and each of the preceding
parties, as applicable, shall use commercially reasonable efforts to cause each
other Servicing Function Participant with which it has entered into a servicing
relationship with respect to the Loans (other than any party to this Agreement)
to cause, each at its own expense, a registered public accounting firm (which
may also render other services to the applicable Master Servicer, the Special
Servicer, the Trustee or such other Servicing Function Participant, as the case
may be) and that is a member of the American Institute of Certified Public
Accountants to furnish a report to the Trustee and the Depositor for the
preceding fiscal year, to the effect that (i) it has obtained a representation
regarding certain matters from the management of such Reporting Servicer, which
includes an assessment from such Reporting Servicer of its compliance with the
Relevant Servicing Criteria and (ii) on the basis of an examination conducted by
such firm in accordance with standards for attestation engagements issued or
adopted by the PCAOB, it is expressing an opinion as to whether such Reporting
Servicer's compliance with the Relevant Servicing Criteria was fairly stated in
all material respects, or it cannot express an overall opinion regarding such
Reporting Servicer's assessment of compliance with the Relevant Servicing
Criteria. If an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such an
opinion. Such report must be available for general use and not contain
restricted use language.

      Promptly after receipt of such report from the applicable Master Servicer,
Special Servicer, the Trustee or any Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Mortgage Loans
(other than a party to this Agreement), (i) the Depositor shall have the right
to review the report and, if applicable, consult with the applicable Master
Servicer, the Special Servicer, the Trustee or any such Servicing Function
Participant as to the nature of any material instance of noncompliance by such
Master Servicer, the Special Servicer, the Trustee or any such Servicing
Function Participant with the Relevant Servicing Criteria, as the case may be,
in the fulfillment of any of the applicable Master Servicer's, the Special
Servicer's, the Trustee's or the applicable Servicing Function Participant's
obligations hereunder or under any applicable sub-servicing agreement, and (ii)
the Trustee shall confirm that each assessment submitted pursuant to Section
11.12 is coupled with an attestation meeting the requirements of this Section
and notify the Depositor of any exceptions. None of the Master Servicers, the
Special Servicers, the Trustee nor any Servicing Function Participant shall be
required to deliver, or to endeavor to cause the delivery of, such reports until
April 30 in any given year so long as a Form 10-K is not required to be filed in
respect of the Trust for the preceding fiscal year.

      Section 11.14 Exchange Act Reporting Indemnification. Each of the Master
Servicers, the Special Servicers and the Trustee shall indemnify and hold
harmless each Certification Party, the Depositor and their respective directors
and officers, and each other person who controls any such entity within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act, from and against any losses, damages, penalties, fines, forfeitures,
reasonable legal fees and expenses and related costs, judgments and other costs
and expenses incurred by such Certification Party arising out of (i) an actual
breach of its obligations under this Article XI or (ii) negligence, bad faith or
willful misconduct on its part in the performance of such obligations.

      The Master Servicers, the Special Servicers and the Trustee shall use
commercially reasonable efforts to cause each Servicing Function Participant
with which, in each case, it has entered into a servicing relationship with
respect to the Loans (other than any party to this Agreement) to indemnify and
hold harmless each Certification Party from and against any losses, damages,
penalties, fines, forfeitures, reasonable legal fees and expenses and related
costs, judgments and other costs and expenses incurred by such Certification
Party arising out of (i) a breach of its obligations to provide any of the
annual compliance statements or annual assessment of servicing criteria or
attestation reports pursuant to this Agreement, or the applicable sub-servicing
or primary servicing agreement, as applicable, or (ii) negligence, bad faith or
willful misconduct on its part in the performance of such obligations
thereunder.

      If the indemnification provided for herein is unavailable or insufficient
to hold harmless any Certification Party, then each Master Servicer, Special
Servicer, Additional Servicer or other Servicing Function Participant (the
"Performing Party") shall contribute, as applicable, to the amount paid or
payable to the Certification Party as a result of the losses, claims, damages or
liabilities of the Certification Party in such proportion as is appropriate to
reflect the relative fault of the Certification Party on the one hand and the
Performing Party on the other in connection with a breach of the Performing
Party's obligations pursuant to this Article XI (or breach of its
representations or obligations under the applicable sub-servicing or primary
servicing agreement to provide any of the annual compliance statements or annual
servicing criteria compliance reports or attestation reports) or the Performing
party's negligence, bad faith or willful misconduct in connection therewith. The
applicable Master Servicer, Special Servicer and the Trustee shall use
reasonable best efforts to cause each Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Loans to agree
to the foregoing indemnification and contribution obligations.

      Promptly after receipt by an indemnified party of notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party hereunder, notify in
writing the indemnifying party of the commencement thereof; but the omission to
so notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party under this Agreement except to the extent
that such omission to notify materially prejudices the indemnifying party. In
case any such action is brought against any indemnified party, after the
indemnifying party has been notified of the commencement of such action, such
indemnifying party shall be entitled to participate therein (at its own expense)
and, to the extent that it may wish, shall be entitled to assume the defense
thereof (jointly with any other indemnifying party similarly notified) with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and after notice from the indemnifying party to such indemnified party
of its election to so assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party for any expenses subsequently incurred
in connection with the defense thereof other than reasonable costs of
investigation. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless (i) the indemnifying party
and the indemnified party shall have agreed to the retention of such counsel,
(ii) the named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them or (iii) the indemnifying party fails
within a reasonable period of time to designate counsel that is reasonably
satisfactory to the indemnified party. In no event shall the indemnifying
parties be liable for fees and expenses of more than one counsel (in addition to
any local counsel) in any one jurisdiction separate from their own counsel for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. An indemnifying party shall not be liable
for any settlement of any proceeding effected without its written consent.
However, if settled with such consent, the indemnifying party shall indemnify
the indemnified party from and against any loss or liability by reason of such
settlement to the extent that the indemnifying party is otherwise required to do
so under this Agreement. If an indemnifying party assumes the defense of any
proceeding, it shall be entitled to settle such proceeding with the consent of
the indemnified party (which consent shall not be unreasonably withheld) or, if
such settlement (i) provides for an unconditional release of the indemnified
party in connection with all matters relating to the proceeding that have been
asserted against the indemnified party in such proceeding by the other parties
to such settlement and (ii) does not require an admission of fault by the
indemnified party, without the consent of the indemnified party.

      Section 11.15 Amendments. Nothing contained in this Article XI shall be
construed to require any party to this Agreement other than the Depositor, or
any of such party's officers, to execute any Form 10-K. The failure of any party
to this Agreement other than the Depositor, or any of such party's officers, to
execute any Form 10-K shall not be regarded as a breach by such party of any of
its obligations under this Agreement. This Article XI may be amended by the
parties hereto pursuant to Section 11.01 for purposes of complying with
Regulation AB and/or to conform to standards developed within the commercial
mortgage backed securities market, without any Opinions of Counsel, Officer's
Certificates, Rating Agency Confirmations or the consent of any
Certificateholder, notwithstanding anything to the contrary contained in this
Agreement, provided however, no such amendment shall modify the obligations of
Master Servicer or Special Servicer under Section 10.10(c)(i) or (c)(iii)
hereunder.

      Section 11.16 Exchange Act Report Signatures; Delivery of Notices;
Interpretation of Grace Periods. (a) Each Form 8-K report, Form 10-D report and
Form 10-K report shall be signed by the Depositor in accordance with this
Agreement and any other procedures to be agreed upon by the Depositor and the
Trustee. The signing party at the Depositor can be contacted at Credit Suisse
First Boston Mortgage Securities Corp. at 11 Madison Avenue, New York, New York
10010, Attention: Jeffrey Altabef, with a copy to Casey McCutcheon, Esq. and the
signing party at the Trustee, if applicable, can be contacted at Wells Fargo
Bank, National Association, 9062 Old Annapolis Road, Columbia, Maryland 21045,
Attention: Corporate Trust Services (CMBS) Credit Suisse First Boston Mortgage
Securities Corp. 2006-C1.

      (b) Notwithstanding anything in Section 10.05 to the contrary, any notice
required to be delivered to the Depositor under this Article XI shall be
properly given if sent by facsimile to (212) 743-5227 Attention: Jeffrey Altabef
(or such other number as the Depositor may instruct) and by email to
Jeffrey.altabef@credit-suisse.com (or such other email address as the Depositor
may instruct).

      Section 11.17 Termination of the Trustee. Notwithstanding anything to the
contrary contained in this Agreement, the Depositor may immediately terminate
the Trustee if the Trustee fails to comply with any of its obligations under
this Article XI; provided that (a) such termination shall not be effective until
a successor trustee shall have accepted the appointment, (b) the Trustee may not
be terminated if it cannot perform its obligations due to its failure to
properly prepare, arrange for execution or file on a timely basis any Form 8-K,
Form 10-K or Form 10-D or any amendments to such forms, any Form 15 or any Form
12b-25 where such failure results from the Trustee's inability or failure to
receive, within the exact time frames set forth in this Agreement any
information, approval, direction or signature from any other party hereto needed
to prepare, arrange for execution or timely file any such Form 8-K, Form 10-K or
Form 10-D or any amendments to such forms or any form 12b-25 not resulting from
its own negligence, bad faith or willful misconduct, (c) the Trustee may not be
terminated if, following the Trustee's failure (which failure is not directly or
indirectly caused by the failure of any other party hereto to perform its
obligations fully within the exact applicable timeframe or otherwise by such
party's negligence, bad faith or willful misconduct) to comply with any of such
obligations under Sections 11.06, 11.07, 11.09, 11.11, 11.12 or 11.13 on or
prior to the dates by which such obligations are to be performed pursuant to,
and as set forth in, such Sections the Trustee subsequently complies with such
obligations before the Depositor gives written notice to it that it is
terminated in accordance with this Section 11.17 and (d) if the Trustee's
failure (which failure is not directly or indirectly caused by the failure of
any other party hereto to perform its obligations fully within the exact
applicable timeframe or otherwise by such party's negligence, bad faith or
willful misconduct) to comply does not cause it to fail in its obligations to
timely file the related Form 8-K, Form 10-D or Form 10-K, as the case may be, by
the related deadline for filing such Form 8-K, Form 10-D or Form 10-K, then the
Depositor shall cease to have the right to terminate the Trustee under this
Section 11.17 on the date on which such Form 8-K, Form 10-D or Form 10-K is so
filed.

                            [Signature Page Follows]


<PAGE>



      IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.

                                       CREDIT SUISSE FIRST BOSTON MORTGAGE
                                          SECURITIES CORP.,
                                          Depositor



                                       By:____________________________________
                                            Name:
                                            Title:


                                       GMAC COMMERCIAL MORTGAGE CORPORATION
                                          Master Servicer No. 1



                                       By:____________________________________
                                            Name:
                                            Title:


                                       KEYCORP REAL ESTATE CAPITAL MARKETS,
                                          INC.
                                          Master Servicer No. 2



                                       By:____________________________________
                                            Name:
                                            Title:


                                       NCB, FSB
                                          Master Servicer No. 3



                                       By:____________________________________
                                            Name:
                                            Title:


                                       GMAC COMMERCIAL MORTGAGE CORPORATION
                                          Special Servicer No. 1



                                       By:____________________________________
                                            Name:
                                            Title:


                                       NATIONAL CONSUMER COOPERATIVE BANK
                                          Special Servicer No. 2



                                       By:____________________________________
                                            Name:
                                            Title:


                                       WELLS FARGO BANK, N.A.
                                          Trustee



                                       By:____________________________________
                                            Name:
                                            Title:


<PAGE>






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


      On the _____ day of March 2006, before me, a notary public in and for said
State, personally appeared ______________________________________, known to me
to be a __________________________ of Credit Suisse First Boston Mortgage
Securities Corp., one of the entities that executed the within instrument, and
also known to me to be the person who executed it on behalf of such entity, and
acknowledged to me that such entity executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                                ________________________________
                                                          Notary Public

                  [SEAL]

My commission expires:


______________________________________


<PAGE>




STATE OF _______________)
                        )  ss.:
COUNTY OF ______________)


      On the _____ day of March 2006, before me, a notary public in and for said
State, personally appeared _________________________________, known to me to be
a _________________________ of GMAC Commercial Mortgage Corporation, one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of said entity, and acknowledged to me that
such entity executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                                ________________________________
                                                          Notary Public

                  [SEAL]

My commission expires:


______________________________________


<PAGE>




STATE OF _______________)
                        )  ss.:
COUNTY OF ______________)


      On the _____ day of March 2006, before me, a notary public in and for said
State, personally appeared _________________________________, known to me to be
a _________________________ of NCB, FSB, one of the entities that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said entity, and acknowledged to me that such entity executed the
within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                                ________________________________
                                                          Notary Public

                  [SEAL]

My commission expires:


______________________________________


<PAGE>




STATE OF _______________)
                        )  ss.:
COUNTY OF ______________)



      On the _____ day of March 2006, before me, a notary public in and for said
State, personally appeared _________________________________, known to me to be
a _________________________ of KeyCorp Real Estate Capital Markets, Inc., one of
the entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of said entity, and acknowledged to me that
such entity executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                                ________________________________
                                                          Notary Public

                  [SEAL]

My commission expires:


______________________________________


<PAGE>




STATE OF _______________)
                        )  ss.:
COUNTY OF ______________)


      On the _____ day of March 2006, before me, a notary public in and for said
State, personally appeared _________________________________, known to me to be
a _________________________ of GMAC Commercial Mortgage Corporation, one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of said entity, and acknowledged to me that
such entity executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                                ________________________________
                                                          Notary Public

                  [SEAL]

My commission expires:


______________________________________



<PAGE>




STATE OF _______________)
                        )  ss.:
COUNTY OF ______________)


      On the _____ day of March 2006, before me, a notary public in and for said
State, personally appeared _________________________________, known to me to be
a _________________________ of National Consumer Cooperative Bank, one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of said entity, and acknowledged to me that
such entity executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                                ________________________________
                                                          Notary Public

                  [SEAL]

My commission expires:


______________________________________


<PAGE>




STATE OF _______________)
                        )  ss.:
COUNTY OF ______________)


      On the _____ day of March 2006, before me, a notary public in and for said
State, personally appeared _________________________________, known to me to be
a _________________________ of Wells Fargo Bank, N.A., one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said entity, and acknowledged to me that such entity
executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.



                                                ________________________________
                                                          Notary Public

                  [SEAL]

My commission expires:


______________________________________


<PAGE>
                                   EXHIBIT A-1

 FORM OF CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-AB, 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

 CLASS [A-1], [A-2], [A-3], [A-AB], [A-4], [A-1-A], [A-M], [A-J], [B], [C], [D],
                                    [E], [F]
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Pass-Through Rate:  [____% per annum]   Class Principal Balance of the Class
[LIBOR +[__]%] [Variable]               [A-1], [A-2], [A-3], [A-AB], [A-4],
                                        [A-1-A], [A-M], [A-J], [B], [C], [D],
                                        [E], [F] Certificates as of the Closing
                                        Date:
                                        $[_________________]

Closing Date:  March 22, 2006           Initial Certificate Principal Balance of
                                        this Certificate as of the Closing Date:
First Distribution Date:  [April 17],   $[_________________]
2006

Master Servicers:                       Aggregate Stated Principal Balance of
GMAC Commercial Mortgage Corporation    the Mortgage Loans as of the Closing
KeyCorp Real Estate Capital Markets,    Date ("Initial Pool Balance"):
Inc. NCB, FSB                           $3,003,562,222

Special Servicers:
GMAC Commercial Mortgage Corporation
National Consumer Cooperative Bank

                                        Trustee:
                                        Wells Fargo Bank, N.A.

Certificate No. [A-1], [A-2], [A-3],    CUSIP No.:  [_____________]
[A-AB], [A-4], [A-1-A], [A-M], [A-J],   ISIN No.:  [_____________]
[B], [C], [D], [E], [F] -___


<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WELLS FARGO BANK, N.A., GMAC
COMMERCIAL MORTGAGE CORPORATION., KEYCORP REAL ESTATE CAPITAL MARKETS, INC.,
NCB, FSB, NATIONAL CONSUMER COOPERATIVE BANK, OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

[FOR CLASS A-M, CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F
CERTIFICATES: THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF
CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.]

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

            This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal amount of this Certificate (its "Certificate Principal Balance") as of
the Closing Date by the aggregate principal amount of all the Class [A-1],
[A-2], [A-3], [A-AB], [A-4], [A-1-A], [A-M], [A-J], [B], [C], [D], [E], [F]
Certificates (their "Class Principal Balance") as of the Closing Date) in that
certain beneficial ownership interest in the Trust Fund evidenced by all the
Class [A-1], [A-2], [A-3], [A-AB], [A-4], [A-1-A], [A-M], [A-J], [B], [C], [D],
[E], [F] Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2006
(the "Agreement"), among Credit Suisse First Boston Mortgage Securities Corp.,
as depositor (the "Depositor", which term includes any successor entity under
the Agreement), GMAC Commercial Mortgage Corporation, as master servicer (in
such capacity, the "Master Servicer No. 1", which term includes any successor
entity under the Agreement), Keycorp Real Estate Capital Markets, Inc., as
master servicer (in such capacity, the "Master Servicer No. 2", which term
includes any successor entity under the Agreement), NCB, FSB, as master servicer
(in such capacity, the "Master Servicer No. 3", which term includes any
successor entity under the Agreement, and collectively with the Master Servicer
No. 1 and the Master Servicer No. 2, the "Master Servicers"), GMAC Commercial
Mortgage Corporation, as special servicer (in such capacity, the "Special
Servicer No. 1", which term includes any successor entity under the Agreement),
National Consumer Cooperative Bank as special servicer (in such capacity, the
"Special Servicer No. 2", which term includes any successor entity under the
Agreement, and collectively with Special Servicer No. 1 the "Special Servicers")
and Wells Fargo Bank, N.A., as trustee (the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned thereto in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class [A-1], [A-2], [A-3], [A-AB], [A-4], [A-1-A], [A-M], [A-J], [B], [C], [D],
[E], [F] Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Trustee by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no later than the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any portion
of a Realized Loss in respect of this Certificate) will be made in like manner,
but only upon presentation and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to the
Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account or any Mortgage Loan Combination Custodial
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of this Certificate, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Certificate.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.

            The Depositor, the Master Servicers, the Special Servicers, the
Trustee, the Certificate Registrar and any agent of the Depositor, the Master
Servicers, the Special Servicers, the Trustee, or the Certificate Registrar may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicers, the
Special Servicers, the Trustee, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund, (ii) the purchase by the
Master Servicers, the Special Servicers, or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class, at a price determined as provided in
the Agreement, of all the Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicers,
the Special Servicers, or any single Controlling Class Certificateholder or
group of Controlling Class Certificateholders with a majority interest in the
Controlling Class to purchase from the Trust Fund all the Mortgage Loans and
each REO Property remaining therein. The exercise of such right may effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicers, the Special Servicers and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicers, the Special Servicers and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of
either REMIC as a REMIC, without the consent of the Holders of any of the
Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the laws of
the State of New York applicable to agreements negotiated, made and to be
performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.



<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                    WELLS FARGO BANK, N.A.
                                    as Trustee


                                    By:  ____________________________________
                                         Authorized Representative



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [A-1], [A-2], [A-3], [A-AB], [A-4],
[A-1-A], [A-M], [A-J], [B], [C], [D], [E], [F] Certificates referred to in the
within-mentioned Agreement.

Dated: March 22, 2006


                                    WELLS FARGO BANK, N.A.
                                    as Certificate Registrar


                                    By:  ____________________________________
                                         Authorized Representative


<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
      (please print or typewrite name and address including postal zip code
                                  of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

            I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                    ____________________________________________
                                    Signature by or on behalf of Assignor


                                    ____________________________________________
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
_________________________________________for the account of ____________________
_______________________________________________________________________________.

            Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by ___________________________________.
the Assignee named above, or __________________________________________________,
as its agent.


<PAGE>

                                   EXHIBIT A-2

                  FORM OF CLASS A-X AND CLASS A-Y CERTIFICATES

                                CLASS [A-X] [A-Y]
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by:

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Pass-Through Rate:  Variable            Class Notional Amount of the Class [A-X]
                                        [A-Y] Certificates as of the Closing
                                        Date:
                                        $________________

Closing Date:  March 22, 2006           Initial Certificate Notional Amount of
                                        this Certificate as of the Closing Date:
First Distribution Date:  [April 17],   $________________
2006

Master Servicers:                       Aggregate Stated Principal Balance of
GMAC Commercial Mortgage Corporation    the Mortgage Loans as of the Closing
KeyCorp Real Estate Capital Markets,    Date ("Initial Pool Balance"):
Inc. NCB, FSB                           $3,003,562,222

Special Servicers:
GMAC Commercial Mortgage
Corporation National Consumer
Cooperative Bank

                                        Trustee:
                                        Wells Fargo Bank, N.A.

Certificate No. [A-X] [A-Y]-__          CUSIP No.:  _____________
                                        ISIN No.:  _____________


<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WELLS FARGO BANK, N.A., GMAC
COMMERCIAL MORTGAGE CORPORATION., KEYCORP REAL ESTATE CAPITAL MARKETS, INC.,
NCB, FSB, NATIONAL CONSUMER COOPERATIVE BANK, OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL
BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.

[FOR REGULATION S GLOBAL CERTIFICATES: PRIOR TO THE DATE THAT IS 40 DAYS AFTER
THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING TO PERSONS OTHER THAN
DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS CERTIFICATE MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]

            This certifies that [CEDE & CO.] [NATIONAL CONSUMER COOPERATIVE
BANK] is the registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the notional amount of this Certificate (its
"Certificate Notional Amount") as of the Closing Date by the aggregate notional
amount of all the Class [A-X] [A-Y] Certificates (their "Class Notional Amount")
as of the Closing Date) in that certain beneficial ownership interest in the
Trust Fund evidenced by all the Class [A-X] [A-Y] Certificates. The Trust Fund
was created and the Certificates were issued pursuant to a Pooling and Servicing
Agreement, dated as of March 1, 2006 (the "Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor (the "Depositor", which
term includes any successor entity under the Agreement), GMAC Commercial
Mortgage Corporation, as master servicer (in such capacity, the "Master Servicer
No. 1", which term includes any successor entity under the Agreement), Keycorp
Real Estate Capital Markets, Inc., as master servicer (in such capacity, the
"Master Servicer No. 2", which term includes any successor entity under the
Agreement), NCB, FSB, as master servicer (in such capacity, the "Master Servicer
No. 3", which term includes any successor entity under the Agreement, and
collectively with the Master Servicer No. 1 and the Master Servicer No. 2, the
"Master Servicers"), GMAC Commercial Mortgage Corporation, as special servicer
(in such capacity, the "Special Servicer No. 1", which term includes any
successor entity under the Agreement), National Consumer Cooperative Bank as
special servicer (in such capacity, the "Special Servicer No. 2", which term
includes any successor entity under the Agreement, and collectively with Special
Servicer No. 1 the "Special Servicers") and Wells Fargo Bank, N.A., as trustee
(the "Trustee", which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein have the
respective meanings assigned thereto in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class [A-X] [A-Y] Certificates on the applicable Distribution Date pursuant to
the Agreement. All distributions made under the Agreement on this Certificate
will be made by the Trustee by wire transfer of immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no later than the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account or any Mortgage Loan Combination Custodial
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

            This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer, sale, pledge or other disposition of this Certificate
or any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except under limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Trustee to the effect that
such transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust or of the Depositor, the
Master Servicers, the Special Servicers, the Trustee or the Certificate
Registrar in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

            If this Certificate constitutes a Rule 144A Global Certificate and a
transfer of any interest in this Certificate is to be made without registration
under the Securities Act, then (except under limited circumstances specified in
the Agreement) the Certificate Owner desiring to effect such transfer shall be
required to obtain either (i) a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached as Exhibit F-2C to the
Agreement, or (ii) an Opinion of Counsel to the effect that such prospective
Transferee is a Qualified Institutional Buyer and such transfer may be made
without registration under the Securities Act. Except as discussed below, if
this Certificate constitutes a Rule 144A Global Certificate, then interests
herein shall not be transferred to any Person other than a Qualified
Institutional Buyer that takes delivery in the form of an interest in this Rule
144A Global Certificate.

            Notwithstanding the preceding paragraph, if this Certificate
constitutes a Rule 144A Global Certificate, then interests herein may be
transferred (without delivery of any certificate or Opinion of Counsel described
in the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate of the same Class as
this Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Trustee of (x) a certificate from the Certificate Owner desiring to effect
such transfer substantially in the form attached as Exhibit F-1D to the
Agreement and a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2D to the Agreement and (y) such
written orders and instructions as are required under the applicable procedures
of DTC, Clearstream and/or Euroclear to direct the Trustee to debit the account
of a Depository Participant by a denomination of interests in this Rule 144A
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in such Class to be transferred.
Upon delivery to the Certificate Registrar of such certifications and such
orders and instructions, the Trustee, subject to and in accordance with the
applicable procedures of DTC, shall reduce the denomination of this Rule 144A
Global Certificate, and increase the denomination of the related Regulation S
Global Certificate, by the denomination of the beneficial interest in the
subject Class specified in such orders and instructions.

            Except as discussed below, if this Certificate constitutes a
Regulation S Global Certificate, then beneficial interests in this Certificate
shall not be transferred to any Person other than a non-United States Securities
Person that takes delivery in the form of an interest in this Certificate, and
the Certificate Owner desiring to effect such transfer shall be required to
obtain from such Certificate Owner's prospective Transferee a certification
substantially in the form attached as Exhibit F-2D to the Agreement. On or prior
to the Release Date, beneficial interests in any Regulation S Global Certificate
may be held only through Euroclear or Clearstream. After the Release Date,
beneficial interests in any Regulation S Global Certificate may be held through
Euroclear, Clearstream or any other direct account holder at DTC.

            Notwithstanding the preceding paragraph, if this Certificate
constitutes a Regulation S Global Certificate, then interests in this
Certificate may be transferred (without delivery of any certificate described in
the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in the Rule 144A Global Certificate for the same Class as
this Regulation S Global Certificate upon delivery to the Certificate Registrar
and the Trustee of (i) a certificate from the Certificate Owner desiring to
effect such transfer substantially in the form attached as Exhibit F-1C to the
Agreement and a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2C to the Agreement and (ii)
such written orders and instructions as are required under the applicable
procedures of the Depository, Clearstream and/or Euroclear to direct the Trustee
to debit the account of a Depository Participant by a denomination of interests
in this Regulation S Global Certificate, and credit the account of a Depository
Participant by a denomination of interests in the related Rule 144A Global
Certificate, that is equal to the denomination of beneficial interests to be
transferred. Upon delivery to the Trustee of such certifications and such orders
and instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of this Regulation S
Global Certificate, and increase the denomination of the related Rule 144A
Global Certificate, by the denomination of the beneficial interest in the
subject Class specified in such orders and instructions.

            Notwithstanding the foregoing, any interest in a Global Certificate
may be transferred by any Certificate Owner holding such interest to any Person
who takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Trustee of (i) such certifications and/or opinions as are contemplated above
with respect to transfers of this Certificate in definitive form and (ii) such
written orders and instructions as are required under the applicable procedures
of the Depository, Clearstream and/or Euroclear to direct the Trustee to debit
the account of a Depository Participant by a denomination of interests in such
Global Certificate. Upon delivery to the Certificate Registrar of the
certifications and/or opinions contemplated above with respect to transfers of
this Certificate in definitive form, the Trustee, subject to and in accordance
with the applicable procedures of the Depository, shall reduce the denomination
of the subject Global Certificate, and cause a Definitive Certificate of the
same Class as such Global Certificate, and in a denomination equal to the
reduction in the denomination of such Global Certificate, to be executed,
authenticated and delivered in accordance with this Agreement to the applicable
Transferee.

            The Global Certificates shall be deposited with the Trustee as
custodian for DTC and registered in the name of Cede & Co. as nominee of DTC.

            None of the Depositor, the Trustee, or the Certificate Registrar is
obligated to register or qualify the Class [A-X] [A-Y] Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of this Certificate or any
interest herein without registration or qualification. Any Certificateholder or
Certificate Owner desiring to effect a transfer of this Certificate or any
interest herein shall, and does hereby agree to, indemnify Credit Suisse
Securities (USA) LLC, the Depositor, the Trustee, the Master Servicers, the
Special Servicers, and the Certificate Registrar against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws or the provisions described in the preceding paragraphs.

            No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
(and, if applicable, any Certificate Owner shall refuse to transfer an interest
in this Certificate), unless it has received from the prospective Transferee
either (i) a certification to the effect that such prospective Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification to the effect that the purchase and holding of this Certificate by
such prospective Transferee is exempt from the prohibited transaction provisions
of Sections 406 and 407 of ERISA and Section 4975 of the Code by reason of
Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) if
this Certificate is rated investment grade by at least one of the Rating
Agencies and is being acquired by, on behalf of or with assets of a Plan in
reliance upon Prohibited Transaction Exemption 89-90, a certification to the
effect that such Plan (X) is an accredited investor as defined in Rule 501(a)(1)
of Regulation D of the Securities Act, (Y) is not sponsored (within the meaning
of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any Mortgage Loan
Seller, any Exemption-Favored Party, the Master Servicers, the Special
Servicers, any Sub-Servicer or any Borrower with respect to Mortgage Loans
constituting more than 5% of the aggregate unamortized principal of all the
Mortgage Loans determined as of the Closing Date, or by an Affiliate of any such
Person, and (Z) agrees that it will obtain from each of its Transferees a
written representation that such Transferee, if a Plan, satisfies the
requirements of the immediately preceding clauses (iii)(X) and (iii)(Y),
together with a written agreement that such Transferee will obtain from each of
its Transferees that are Plans a similar written representation regarding
satisfaction of the requirements of the immediately preceding clauses (iii)(X)
and (iii)(Y); or (iv) a certification of facts and an Opinion of Counsel which
otherwise establish to the reasonable satisfaction of the Trustee, (or, if
applicable, the Certificate Owner effecting the transfer) that such transfer
will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of
the Code or result in the imposition of an excise tax under Section 4975 of the
Code.

            If a Person is acquiring this Certificate as a fiduciary or agent
for one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee to confirm that, it has
(i) sole investment discretion with respect to each such account and (ii) full
power to make the acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account as described above in this
Certificate.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of this Certificate, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Certificate.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.

            The Depositor, the Master Servicers, the Special Servicers, the
Trustee, the Certificate Registrar and any agent of the Depositor, the Master
Servicers, the Special Servicers, the Trustee or the Certificate Registrar may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicers, the
Special Servicers, the Trustee, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund and (ii) the purchase by the
Master Servicers, the Special Servicers, or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class, at a price determined as provided in
the Agreement, of all the Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicers,
the Special Servicers, or any single Controlling Class Certificateholder or
group of Controlling Class Certificateholders with a majority interest in the
Controlling Class to purchase from the Trust Fund all the Mortgage Loans and
each REO Property remaining therein. The exercise of such right may effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicers, the Special Servicers, and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicers, the Special Servicers, and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of any
REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the laws of
the State of New York applicable to agreements negotiated, made and to be
performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.



<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                    WELLS FARGO BANK, N.A.
                                    as Trustee


                                    By: ____________________________________
                                        Authorized Representative



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [A-X] [A-Y] Certificates referred to in the
within-mentioned Agreement.

Dated: March 22, 2006


                                    WELLS FARGO BANK, N.A.
                                    as Certificate Registrar


                                    By: ____________________________________
                                        Authorized Representative


<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
      (please print or typewrite name and address including postal zip code
                                  of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

            I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                    ____________________________________________
                                    Signature by or on behalf of Assignor


                                    ____________________________________________
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
_________________________________________for the account of ____________________
_______________________________________________________________________________.

            Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by ___________________________________.
the Assignee named above, or __________________________________________________,
as its agent.


<PAGE>

                                   EXHIBIT A-3

 FORM OF CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O,
                    CLASS P, CLASS Q AND CLASS S CERTIFICATES

                CLASS [G] [H] [J] [K] [L] [M] [N] [O] [P] [Q] [S]
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Pass-Through                            Rate: [Variable] Class Principal
                                        Balance of the [G] [H] [J] [K] [L] [M]
                                        [N] [O] [P] [Q] [S] Certificates as of
                                        the Closing Date:
                                        $_________________

Closing Date:  March 22, 2006           Initial Certificate Principal Balance of
                                        this Certificate as of the Closing Date:
First Distribution Date:  [April 17],   $_________________
2006

Master Servicers:                       Aggregate Stated Principal Balance of
GMAC Commercial Mortgage Corporation    the Mortgage Loans as of the Closing
Keycorp Real Estate Capital Markets,    Date: ("Initial Pool Balance"):
Inc., NCB, FSB                          $3,003,562,222


Special Servicers:
GMAC Commercial Mortgage Corporation
National Consumer Cooperative Bank

                                        Trustee:
                                        Wells Fargo Bank, N.A.

Certificate No. [G] [H] [J] [K] [L] [M] CUSIP No.:  _____________
[N] [O] [P] [Q] [S]-___                 ISIN No.:  _____________


<PAGE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WELLS FARGO BANK, N.A., GMAC
COMMERCIAL MORTGAGE CORPORATION., KEYCORP REAL ESTATE CAPITAL MARKETS, INC.,
NCB, FSB, NATIONAL CONSUMER COOPERATIVE BANK, OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE
SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

[FOR REGULATION S GLOBAL CERTIFICATES: PRIOR TO THE DATE THAT IS 40 DAYS AFTER
THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING TO PERSONS OTHER THAN
DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS CERTIFICATE MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]

            This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
principal amount of this Certificate (its "Certificate Principal Balance") as of
the Closing Date by the aggregate principal amount of all the Class[G] [H] [J]
[K] [L] [M] [N] [O] [P] [Q] [S] Certificates (their "Class Principal Balance")
as of the Closing Date) in that certain beneficial ownership interest in the
Trust Fund evidenced by all the Class [G] [H] [J] [K] [L] [M] [N] [O] [P] [Q]
[S] Certificates. The Trust Fund was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2006 (the
"Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), GMAC Commercial Mortgage Corporation, as master servicer (in such
capacity, the "Master Servicer No. 1", which term includes any successor entity
under the Agreement), Keycorp Real Estate Capital Markets, Inc., as master
servicer (in such capacity, the "Master Servicer No. 2", which term includes any
successor entity under the Agreement), NCB, FSB, as master servicer (in such
capacity, the "Master Servicer No. 3", which term includes any successor entity
under the Agreement, and collectively with the Master Servicer No. 1 and the
Master Servicer No. 2, the "Master Servicers"), GMAC Commercial Mortgage
Corporation, as special servicer (in such capacity, the "Special Servicer No.
1", which term includes any successor entity under the Agreement), National
Consumer Cooperative Bank as special servicer (in such capacity, the "Special
Servicer No. 2", which term includes any successor entity under the Agreement,
and collectively with Special Servicer No. 1 the "Special Servicers") and Wells
Fargo Bank, N.A., as trustee (the "Trustee", which term includes any successor
entity under the Agreement), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, capitalized
terms used herein have the respective meanings assigned thereto in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class [G] [H] [J] [K] [L] [M] [N] [O] [P] [Q] [S] Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Certificate will be made by the Trustee by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
later than the related Record Date (which wiring instructions may be in the form
of a standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any portion of a Realized Loss in respect of this Certificate) will be made
in like manner, but only upon presentation and surrender of this Certificate at
the offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account or any Mortgage Loan Combination Custodial
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

            Any distribution to the Holder of this Certificate in reduction of
the Certificate Principal Balance hereof is binding on such Holder and all
future Holders of this Certificate and any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

            This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer, sale, pledge or other disposition of this Certificate
or any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except under limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Trustee to the effect that
such transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust or of the Depositor, the
Master Servicers, the Special Servicers, the Trustee or the Certificate
Registrar in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

            If this Certificate constitutes a Rule 144A Global Certificate and a
transfer of any interest in this Certificate is to be made without registration
under the Securities Act, then (except under limited circumstances specified in
the Agreement) the Certificate Owner desiring to effect such transfer shall be
required to obtain either (i) a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached as Exhibit F-2C to the
Agreement, or (ii) an Opinion of Counsel to the effect that such prospective
Transferee is a Qualified Institutional Buyer and such transfer may be made
without registration under the Securities Act. Except as discussed below, if
this Certificate constitutes a Rule 144A Global Certificate, then interests
herein shall not be transferred to any Person other than a Qualified
Institutional Buyer that takes delivery other than in the form of an interest in
this Rule 144A Global Certificate.

            Notwithstanding the preceding paragraph, if this Certificate
constitutes a Rule 144A Global Certificate, then interests herein may be
transferred (without delivery of any certificate or Opinion of Counsel described
in the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate of the same Class as
this Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Trustee of (x) a certificate from the Certificate Owner desiring to effect
such transfer substantially in the form attached as Exhibit F-1D to the
Agreement and a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2D to the Agreement and (y) such
written orders and instructions as are required under the applicable procedures
of DTC, Clearstream and/or Euroclear to direct the Trustee to debit the account
of a Depository Participant by a denomination of interests in this Rule 144A
Global Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in such Class to be transferred.
Upon delivery to the Certificate Registrar of such certifications and such
orders and instructions, the Trustee, subject to and in accordance with the
applicable procedures of DTC, shall reduce the denomination of this Rule 144A
Global Certificate, and increase the denomination of the related Regulation S
Global Certificate, by the denomination of the beneficial interest in the
subject Class specified in such orders and instructions.

            Except as discussed below, if this Certificate constitutes a
Regulation S Global Certificate, then beneficial interests in this Certificate
shall not be transferred to any Person other than a non-United States Securities
Person that takes delivery in the form of an interest in this Certificate, and
the Certificate Owner desiring to effect such transfer shall be required to
obtain from such Certificate Owner's prospective Transferee a certification
substantially in the form attached as Exhibit F-2D to the Agreement. On or prior
to the Release Date, beneficial interests in any Regulation S Global Certificate
may be held only through Euroclear or Clearstream. After the Release Date,
beneficial interests in any Regulation S Global Certificate may be held through
Euroclear, Clearstream or any other direct account holder at DTC.

            Notwithstanding the preceding paragraph, if this Certificate
constitutes a Regulation S Global Certificate, then interests in this
Certificate may be transferred (without delivery of any certificate described in
the preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in the Rule 144A Global Certificate for the same Class as
this Regulation S Global Certificate upon delivery to the Certificate Registrar
and the Trustee of (i) a certificate from the Certificate Owner desiring to
effect such transfer substantially in the form attached as Exhibit F-1C to the
Agreement and a certificate from such Certificate Owner's prospective Transferee
substantially in the form attached as Exhibit F-2C to the Agreement and (ii)
such written orders and instructions as are required under the applicable
procedures of the Depository, Clearstream and/or Euroclear to direct the Trustee
to debit the account of a Depository Participant by a denomination of interests
in this Regulation S Global Certificate, and credit the account of a Depository
Participant by a denomination of interests in the related Rule 144A Global
Certificate, that is equal to the denomination of beneficial interests to be
transferred. Upon delivery to the Trustee of such certifications and such orders
and instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of this Regulation S
Global Certificate, and increase the denomination of the related Rule 144A
Global Certificate, by the denomination of the beneficial interest in the
subject Class specified in such orders and instructions.

            Notwithstanding the foregoing, any interest in a Global Certificate
may be transferred by any Certificate Owner holding such interest to any Person
who takes delivery in the form of a Definitive Certificate of the same Class as
such Global Certificate upon delivery to the Certificate Registrar and the
Trustee of (i) such certifications and/or opinions as are contemplated above
with respect to transfers of this Certificate in definitive form and (ii) such
written orders and instructions as are required under the applicable procedures
of the Depository, Clearstream and/or Euroclear to direct the Trustee to debit
the account of a Depository Participant by a denomination of interests in such
Global Certificate. Upon delivery to the Certificate Registrar of the
certifications and/or opinions contemplated above with respect to transfers of
this Certificate in definitive form, the Trustee, subject to and in accordance
with the applicable procedures of the Depository, shall reduce the denomination
of the subject Global Certificate, and cause a Definitive Certificate of the
same Class as such Global Certificate, and in a denomination equal to the
reduction in the denomination of such Global Certificate, to be executed,
authenticated and delivered in accordance with this Agreement to the applicable
Transferee.

            The Global Certificates shall be deposited with the Trustee as
custodian for DTC and registered in the name of Cede & Co. as nominee of DTC.

            None of the Depositor, the Trustee, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class [G] [H] [J] [K] [L] [M]
[N] [O] [P] [Q] [S] Certificates under the Securities Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of this Certificate or any interest herein without
registration or qualification. Any Certificateholder or Certificate Owner
desiring to effect a transfer of this Certificate or any interest herein shall,
and does hereby agree to, indemnify the Depositor, Credit Suisse Securities
(USA) LLC, the Trustee, the Master Servicers, the Special Servicers, and the
Certificate Registrar against any liability that may result if the transfer is
not so exempt or is not made in accordance with such federal and state laws or
the provisions described in the preceding paragraphs.

            No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
(and, if applicable, any Certificate Owner shall refuse to transfer an interest
in this Certificate), unless it has received from the prospective Transferee
either (i) a certification to the effect that such prospective Transferee is not
a Plan and is not directly or indirectly purchasing this Certificate on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) a
certification to the effect that the purchase and holding of this Certificate by
such prospective Transferee is exempt from the prohibited transaction provisions
of Section 406 and 407 of ERISA and Section 4975 of the Code by reason of
Sections I and III of Prohibited Transaction Class Exemption 95-60; or (iii) if
this Certificate is rated investment grade by at least one of the Rating
Agencies and is being acquired by, on behalf of or with assets of a Plan in
reliance upon Prohibited Transaction Exemption 89-90, a certification to the
effect that such Plan (X) is an accredited investor as defined in Rule 501(a)(1)
of Regulation D of the Securities Act, (Y) is not sponsored (within the meaning
of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any Mortgage Loan
Seller, any Exemption-Favored Party, the Master Servicers, the Special
Servicers, any Sub-Servicer or any Borrower with respect to Mortgage Loans
constituting more than 5% of the aggregate unamortized principal of all the
Mortgage Loans determined as of the Closing Date, or by an Affiliate of any such
Person, and (Z) agrees that it will obtain from each of its Transferees a
written representation that such Transferee, if a Plan, satisfies the
requirements of the immediately preceding clauses (iii)(X) and (iii)(Y),
together with a written agreement that such Transferee will obtain from each of
its Transferees that are Plans a similar written representation regarding
satisfaction of the requirements of the immediately preceding clauses (iii)(X)
and (iii)(Y); or (iv) a certification of facts and an Opinion of Counsel which
otherwise establish to the reasonable satisfaction of the Trustee (or, if
applicable, the Certificate Owner effecting the transfer) that such transfer
will not result in a violation of Section 406 or 407 of ERISA or Section 4975 of
the Code or result in the imposition of an excise tax under Section 4975 of the
Code.

            If a Person is acquiring this Certificate as a fiduciary or agent
for one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee to confirm that, it has
(i) sole investment discretion with respect to each such account and (ii) full
power to make the acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account described above in this
Certificate.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of this Certificate, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Certificate.

            Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.

            The Depositor, the Master Servicers, the Special Servicers, the
Trustee, the Certificate Registrar and any agent of the Depositor, the Master
Servicers, the Special Servicers, the Trustee or the Certificate Registrar may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicers, the
Special Servicers, the Trustee, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund, (ii) the purchase by the
Master Servicers, the Special Servicers, or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class, at a price determined as provided in
the Agreement, of all the Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicers,
the Special Servicers, or any single Controlling Class Certificateholder or
group of Controlling Class Certificateholders with a majority interest in the
Controlling Class to purchase from the Trust Fund all the Mortgage Loans and
each REO Property remaining therein. The exercise of such right may effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicers, the Special Servicers, and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicers, the Special Servicers and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of
either REMIC as a REMIC, without the consent of the Holders of any of the
Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the laws of
the State of New York applicable to agreements negotiated, made and to be
performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.



<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                    WELLS FARGO BANK, N.A.
                                    as Trustee


                                    By: ____________________________________
                                        Authorized Representative



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class [G] [H] [J] [K] [L] [M] [N] [O] [P] [Q] [S]
Certificates referred to in the within-mentioned Agreement.

Dated: March 22, 2006


                                    WELLS FARGO BANK, N.A.
                                    as Certificate Registrar


                                    By: ____________________________________
                                        Authorized Representative


<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
      (please print or typewrite name and address including postal zip code
                                  of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

            I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                    ____________________________________________
                                    Signature by or on behalf of Assignor


                                    ____________________________________________
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
_________________________________________for the account of ____________________
_______________________________________________________________________________.

            Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by ___________________________________.
the Assignee named above, or __________________________________________________,
as its agent.


<PAGE>

                                   EXHIBIT A-4

                          FORM OF CLASS V CERTIFICATES

              CLASS V COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Closing Date:  March 22, 2006           Percentage Interest evidenced by this
                                        Class V Certificate:  100%

First Distribution Date:  [April 17],
2006

Master Servicers:                       Aggregate Stated Principal Balance of
GMAC Commercial Mortgage Corporation    the Mortgage Loans as of the Closing
KeyCorp Real Estate Capital Markets,    Date ("Initial Pool Balance"):
Inc., NCB, FSB                          $3,003,562,222

Special Servicers:                      Trustee:
GMAC Commercial Mortgage Corporation    Wells Fargo Bank, N.A.
National Consumer Cooperative Bank

Certificate No. V-___                   CUSIP No.:  ______________________


<PAGE>

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WELLS FARGO BANK, N.A., GMAC
COMMERCIAL MORTGAGE CORPORATION., KEYCORP REAL ESTATE CAPITAL MARKETS, INC.,
NCB, FSB, NATIONAL CONSUMER COOPERATIVE BANK, OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON. THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF
ANY) RECEIVED IN RESPECT OF THE ARD TRUST MORTGAGE LOANS, SUBJECT TO THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

            This certifies that [Hyperion Strategic Bond Fund, Inc.] is the
registered owner of the Percentage Interest evidenced by this Certificate (as
specified above) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Class V Certificates. The Trust Fund was created and the
Certificates were issued pursuant to a Pooling and Servicing Agreement, dated as
of March 1, 2006 (the "Agreement"), among Credit Suisse First Boston Mortgage
Securities Corp., as depositor (the "Depositor", which term includes any
successor entity under the Agreement), GMAC Commercial Mortgage Corporation, as
master servicer (in such capacity, the "Master Servicer No. 1", which term
includes any successor entity under the Agreement), Keycorp Real Estate Capital
Markets, Inc., as master servicer (in such capacity, the "Master Servicer No.
2", which term includes any successor entity under the Agreement), NCB, FSB, as
master servicer (in such capacity, the "Master Servicer No. 3", which term
includes any successor entity under the Agreement, and collectively with the
Master Servicer No. 1 and the Master Servicer No. 2, the "Master Servicers"),
GMAC Commercial Mortgage Corporation, as special servicer (in such capacity, the
"Special Servicer No. 1", which term includes any successor entity under the
Agreement), National Consumer Cooperative Bank as special servicer (in such
capacity, the "Special Servicer No. 2", which term includes any successor entity
under the Agreement, and collectively with Special Servicer No. 1, the "Special
Servicers") and Wells Fargo Bank, N.A., as trustee (the "Trustee", which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, capitalized terms used herein have the respective meanings assigned
thereto in the Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class V Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Trustee by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no later than the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account or any Mortgage Loan Combination Custodial
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

            This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer, sale, pledge or other disposition of this Certificate
or any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except under the limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Trustee to the effect that
such transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust or of the Depositor, the
Master Servicers, the Special Servicers, the Trustee or the Certificate
Registrar in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. Any Certificateholder desiring to effect a transfer, sale, pledge or
other disposition of this Certificate or any interest herein shall, and does
hereby agree to, indemnify the Depositor, Credit Suisse Securities (USA) LLC,
the Trustee, the Master Servicers, the Special Servicers and the Certificate
Registrar against any liability that may result if such transfer, sale, pledge
or other disposition is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

            No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
unless it has received from the prospective Transferee either (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
of facts and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Trustee that such transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code.

            If a Person is acquiring this Certificate as a fiduciary or agent
for one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee to confirm that, it has
(i) sole investment discretion with respect to each such account and (ii) full
power to make the acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account described above in this
Certificate.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of this Certificate, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Certificate.

            The Depositor, the Master Servicers, the Special Servicers, the
Trustee, the Certificate Registrar and any agent of the Depositor, the Master
Servicers, the Special Servicers, the Trustee or the Certificate Registrar may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicers, the
Special Servicers, the Trustee, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund, (ii) the purchase by the
Master Servicers, the Special Servicers, or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class, at a price determined as provided in
the Agreement, of all the Certificates for all the Mortgage Loans and each REO
Property remaining in the Trust Fund. The Agreement permits, but does not
require, the Master Servicers, the Special Servicers, or any single Controlling
Class Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class to purchase from the Trust Fund all
the Mortgage Loans and each REO Property remaining therein. The exercise of such
right may effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1.0% of the Initial Pool Balance.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicers, the Special Servicers and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicers, the Special Servicers and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of
either REMIC as a REMIC, without the consent of the Holders of any of the
Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the laws of
the State of New York applicable to agreements negotiated, made and to be
performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.



<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                    WELLS FARGO BANK, N.A.
                                    as Trustee


                                    By: ____________________________________
                                        Authorized Representative



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class V Certificates referred to in the
within-mentioned Agreement.

Dated: March 22, 2006


                                    WELLS FARGO BANK, N.A.
                                    as Certificate Registrar


                                    By: ____________________________________
                                        Authorized Representative


<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
      (please print or typewrite name and address including postal zip code
                                  of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

            I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                    ____________________________________________
                                    Signature by or on behalf of Assignor


                                    ____________________________________________
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
_________________________________________for the account of ____________________
_______________________________________________________________________________.

            Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by ___________________________________.
the Assignee named above, or __________________________________________________,
as its agent.


<PAGE>

                                   EXHIBIT A-5

                          FORM OF CLASS R CERTIFICATES

              CLASS R COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2006-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Closing Date:  March 22, 2006            Percentage Interest evidenced by this
First Distribution Date:  [April 17],    Class R Certificate: 100%
2006

Master Servicers:                        Aggregate Stated Principal Balance of
GMAC Commercial Mortgage Corporation     the Mortgage Loans as of the Closing
KeyCorp Real Estate Capital Markets,     Date ("Initial Pool Balance"):
Inc., NCB, FSB                           $3,003,562,222

Special Servicers:                       Trustee:
GMAC Commercial Mortgage Corporation     Wells Fargo Bank, N.A.
National Consumer Cooperative Bank

Certificate No. R-___                    CUSIP No.:  __________________


<PAGE>

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WELLS FARGO BANK, N.A., GMAC
COMMERCIAL MORTGAGE CORPORATION., KEYCORP REAL ESTATE CAPITAL MARKETS, INC.,
NCB, FSB, NATIONAL CONSUMER COOPERATIVE BANK, OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE
SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES
OWNERSHIP OF THE SOLE "RESIDUAL INTEREST" IN THREE "REAL ESTATE MORTGAGE
INVESTMENT CONDUITS" (EACH A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G AND 860D OF THE CODE. CONSEQUENTLY, TRANSFER OF THIS
CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX RELATED TRANSFER RESTRICTIONS
DESCRIBED HEREIN. IF ANY PERSON BECOMES THE REGISTERED HOLDER OF THIS
CERTIFICATE IN VIOLATION OF SUCH TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL
BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS, IF ANY, ON THIS CERTIFICATE.

            This certifies that [Wachovia Bank, N.A.] is the registered owner of
the Percentage Interest evidenced by this Certificate (as specified above) in
that certain beneficial ownership interest in the Trust Fund evidenced by all
the Class R Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2006
(the "Agreement"), among Credit Suisse First Boston Mortgage Securities Corp.,
as depositor (the "Depositor", which term includes any successor entity under
the Agreement), GMAC Commercial Mortgage Corporation, as master servicer (in
such capacity, the "Master Servicer No. 1", which term includes any successor
entity under the Agreement), Keycorp Real Estate Capital Markets, Inc., as
master servicer (in such capacity, the "Master Servicer No. 2", which term
includes any successor entity under the Agreement), NCB, FSB, as master servicer
(in such capacity, the "Master Servicer No. 3", which term includes any
successor entity under the Agreement, and collectively with the Master Servicer
No. 1 and the Master Servicer No. 2, the "Master Servicers"), GMAC Commercial
Mortgage Corporation, as special servicer (in such capacity, the "Special
Servicer No. 1", which term includes any successor entity under the Agreement),
National Consumer Cooperative Bank as special servicer (in such capacity, the
"Special Servicer No. 2", which term includes any successor entity under the
Agreement, and collectively with Special Servicer No. 1 the "Special Servicers")
and Wells Fargo Bank, N.A., as trustee (the "Trustee", which term includes any
successor entity under the Agreement), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned thereto in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class R Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Trustee by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no later than the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

            The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account or any Mortgage Loan Combination Custodial
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

            This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer, sale, pledge or other disposition of this Certificate
or any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except under the limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Trustee to the effect that
such transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust or of the Depositor, the
Master Servicers, the Special Servicers, the Trustee or the Certificate
Registrar in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. Any Certificateholder desiring to effect a transfer, sale, pledge or
other disposition of this Certificate or any interest herein shall, and does
hereby agree to, indemnify the Depositor, Credit Suisse Securities (USA) LLC,
the Trustee, the Master Servicers, the Special Servicers, and the Certificate
Registrar against any liability that may result if such transfer, sale, pledge
or other disposition is not exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws or
is not made in accordance with such federal and state laws.

            No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other employee benefit plan or arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or Section 4975 of the Code (each, a "Plan"), or (B) to any
Person who is directly or indirectly purchasing this Certificate or any interest
herein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, if the purchase and holding of this Certificate or such interest herein by
the prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
unless it has received from the prospective Transferee a certification to the
effect that such prospective Transferee is not a Plan and is not directly or
indirectly purchasing this Certificate on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan.

            Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by its acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee (i) to deliver payments to a Person other
than such Person and (ii) to negotiate the terms of any mandatory disposition,
to execute all instruments of Transfer and to do all other things necessary in
connection with any such disposition. Each Person holding or acquiring any
Ownership Interest in this Certificate must be a Permitted Transferee and shall
promptly notify the Trustee of any change or impending change in its status as a
Permitted Transferee. In connection with any proposed Transfer of any Ownership
Interest in this Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the Transfer of this Certificate until its receipt
of, an affidavit substantially in the form attached as Exhibit H-1 to the
Agreement (a "Transfer Affidavit") from the proposed Transferee, representing
and warranting, among other things, that such Transferee is a Permitted
Transferee, that it is not acquiring its Ownership Interest in this Certificate
as a nominee, trustee or agent for any Person that is not a Permitted
Transferee, that for so long as it retains its Ownership Interest in this
Certificate, it will endeavor to remain a Permitted Transferee, and that it has
reviewed the provisions of Section 5.02(d) of the Agreement and agrees to be
bound by them. Notwithstanding the delivery of a Transfer Affidavit by a
proposed Transferee, if a Responsible Officer of either the Certificate
Registrar or Trustee has actual knowledge that the proposed Transferee is not a
Permitted Transferee, no Transfer of an Ownership Interest in this Certificate
to such proposed Transferee shall be effected. In connection therewith, the
Certificate Registrar shall not register the transfer of an Ownership Interest
in this Certificate to any entity classified as a partnership under the Code
unless at the time of transfer, all of its beneficial owners are United States
Persons.

            Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit from any other
Person to whom such Person attempts to transfer its Ownership Interest herein
and (y) not to transfer its Ownership Interest herein unless it provides to the
Certificate Registrar a certificate substantially in the form attached as
Exhibit H-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Trustee written notice that
it is a "pass-through interest holder" within the meaning of temporary Treasury
regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring such Ownership
Interest, if it is, or is holding such Ownership Interest on behalf of, a
"pass-through interest holder".

            The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Trustee the following: (a) written confirmation from each Rating Agency to the
effect that the modification of, addition to or elimination of such provisions
will not result in an Adverse Rating Event with respect to any Class of Rated
Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory
to the Trustee, to the effect that such modification of, addition to or
elimination of such provisions will not cause either REMIC Pool to cease to
qualify as a REMIC or be subject to an entity-level tax caused by the Transfer
of a Class R Certificate to a Person that is not a Permitted Transferee, or
cause a Person other than the prospective Transferee to be subject to a
REMIC-related tax caused by the Transfer of a Class R Certificate to a Person
that is not a Permitted Transferee.

            A "Permitted Transferee" is any Transferee other than a Disqualified
Organization, a Non-United States Tax Person or a foreign permanent
establishment or fixed base (each within the meaning of the applicable income
tax treaty) of a United States Tax Person (as defined below). In addition, if
such Transferee is classified as a partnership under the Code, such Transferee
can only be a Permitted Transferee if, among other things, all of its beneficial
owners are United States Tax Persons and the governing documents of the
Transferee prohibit a transfer of any interest in the Transferee to any
Non-United States Tax Person.

            A "Disqualified Organization" is any of (i) the United States or a
possession thereof, any State or political subdivision thereof or any agency or
instrumentality of any of the foregoing (other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for
Freddie Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, international organization, or
any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (unless such
organization is subject to the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any other
Person so designated by the Master Servicers or the Trustee based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause the Trust or any Person having an Ownership
Interest in any Class of Certificates (other than such Person) to incur a
liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in a Residual Certificate
to such Person. The terms "United States", "State" and "international
organization" shall have the meanings set forth in Section 7701 of the Code or
successor provisions.

            A "Non-United States Tax Person" is any Person other than a United
States Tax Person. A "United States Tax Person" is a citizen or resident of the
United States, a corporation, partnership (except to the extent provided in
applicable Treasury regulations), or other entity (including any entity treated
as a corporation or partnership for federal income tax purposes) created or
organized in, or under the laws of, the United States, any State or the District
of Columbia, or an estate whose income is includible in gross income for United
States federal income tax purposes regardless of its source, or a trust if a
court within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States Tax Persons have the
authority to control all substantial decisions of the trust, all within the
meaning of Section 7701(a)(30) of the Code (including certain trusts in
existence on August 20, 1996 that are eligible to elect to be treated as United
States Tax Persons).

            If a Person is acquiring this Certificate as a fiduciary or agent
for one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee to confirm that, it has
(i) sole investment discretion with respect to each such account and (ii) full
power to make the acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account described above in this
Certificate.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

            No service charge will be imposed for any registration of transfer
or exchange of this Certificate, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Certificate.

            The Depositor, the Master Servicers, the Special Servicers, the
Trustee, the Certificate Registrar and any agent of the Depositor, the Master
Servicers, the Special Servicers, the Trustee, or the Certificate Registrar may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicers, the
Special Servicers, the Trustee, the Certificate Registrar or any such agent
shall be affected by notice to the contrary.

            Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund, (ii) the purchase by the
Master Servicers, the Special Servicers, or any single Controlling Class
Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class, at a price determined as provided in
the Agreement, of all the Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require, the Master Servicers,
the Special Servicers, or any single Controlling Class Certificateholder or
group of Controlling Class Certificateholders with a majority interest in the
Controlling Class to purchase from the Trust Fund all the Mortgage Loans and
each REO Property remaining therein. The exercise of such right will effect
early retirement of the Certificates; however, such right to purchase is subject
to the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicers, the Special Servicers and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicers, the Special Servicers and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of
either REMIC as a REMIC, without the consent of the Holders of any of the
Certificates.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

            The registered Holder hereof, by its acceptance hereof, agrees that
it will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

            This Certificate shall be construed in accordance with the laws of
the State of New York applicable to agreements negotiated, made and to be
performed entirely in said State, and the obligations, rights and remedies of
the Holder hereof shall be determined in accordance with such laws.

<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.


                                    WELLS FARGO BANK, N.A.
                                    as Trustee


                                    By: ____________________________________
                                        Authorized Representative



                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class R Certificates referred to in the
within-mentioned Agreement.

Dated: March 22, 2006


                                    WELLS FARGO BANK, N.A.
                                    as Certificate Registrar


                                    By: ____________________________________
                                        Authorized Representative


<PAGE>

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
      (please print or typewrite name and address including postal zip code
                                  of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

            I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                    ____________________________________________
                                    Signature by or on behalf of Assignor


                                    ____________________________________________
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

            The Assignee should include the following for purposes of
distribution:

            Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
_________________________________________for the account of ____________________
_______________________________________________________________________________.

            Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _____________________________________________________________________.

            This information is provided by ___________________________________.
the Assignee named above, or __________________________________________________,
as its agent.


<PAGE>

                                   EXHIBIT A-6

                          FORM OF CLASS CCA CERTIFICATE

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-C1
                              Class CCA Certificate


Pass-Through Rate Class:  Variable     Initial Certificate Principal
                                       Balance:
                                       CCA:  $1,870,000


CUSIP No.CCA_____                      Denomination of this Certificate:
                                       $[_______]


No.

      THIS CERTIFICATE'S RIGHT TO PAYMENT FROM THE CARLTON COURT APARTMENTS
NON-POOLED PORTION IS SUBORDINATED TO THE RIGHT OF PAYMENT OF THE CLASS A-1,
CLASS A-2, CLASS A-3, CLASS A-AB, CLASS A-4, CLASS A-1-A, CLASS A-M, CLASS A-J,
CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K,
CLASS L, CLASS M, CLASS N, CLASS O, CLASS P, CLASS Q AND CLASS S CERTIFICATES,
WITH RESPECT TO PAYMENTS FROM THE CARLTON COURT APARTMENTS NON-POOLED PORTION AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

      THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR
ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY
IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

      THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE HOLDER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A, OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE
CERTIFICATE REGISTRAR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
LAST PAGE OF THIS CERTIFICATE.

      THE HOLDER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT, AND SUCH HOLDER SHALL, AND EACH SUBSEQUENT
PURCHASER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS CERTIFICATE FROM IT OF
THE RESALE RESTRICTIONS REFERRED TO IN THE PREVIOUS PARAGRAPH. A TRANSFEREE IS
ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN
THE FORM OF AN EXHIBIT TO THE POOLING AND SERVICING AGREEMENT AND SHALL ALSO BE
REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A AND IT IS NOT A U.S. PERSON
WITHIN THE MEANING OF RULE 90Z UNDER REG S.

      SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS
THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE MORTGAGE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY.

      This certifies that Cede & Co. (the "Certificateholder") is the registered
owner of a beneficial ownership interest in a trust (the "Trust") created
pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2006 (the
"Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor (the "Depositor", which term includes any successor entity under the
Agreement), GMAC Commercial Mortgage Corporation, as master servicer (in such
capacity, the "Master Servicer No. 1", which term includes any successor entity
under the Agreement), Keycorp Real Estate Capital Markets, Inc., as master
servicer (in such capacity, the "Master Servicer No. 2", which term includes any
successor entity under the Agreement), NCB, FSB, as master servicer (in such
capacity, the "Master Servicer No. 3", which term includes any successor entity
under the Agreement, and collectively with the Master Servicer No. 1 and the
Master Servicer No. 2, the "Master Servicers"), GMAC Commercial Mortgage
Corporation, as special servicer (in such capacity, the "Special Servicer No.
1", which term includes any successor entity under the Agreement), National
Consumer Cooperative Bank as special servicer (in such capacity, the "Special
Servicer No. 2", which term includes any successor entity under the Agreement,
and collectively with Special Servicer No. 1 the "Special Servicers") and Wells
Fargo Bank, N.A., as trustee (the "Trustee"). All capitalized terms used herein
and not otherwise defined herein shall have the meanings ascribed thereto in the
Pooling and Servicing Agreement. This Certificate is described in the Pooling
and Servicing Agreement and is issued pursuant to and subject to the Pooling and
Servicing Agreement. By acceptance of this Certificate, each Certificateholder
assents to and becomes bound by the Pooling and Servicing Agreement.

      On each Distribution Date, the Trustee shall distribute to the Person in
whose name this Certificate is registered on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs (or with
respect to the first Distribution Date, the Closing Date), an amount equal to
the Percentage Interest represented by this Certificate of the amount required
to be distributed to the Certificateholders of this Class on such Distribution
Date pursuant to Section 4.01 of the Pooling and Servicing Agreement.

      All distributions (other than the final distribution) shall be made to the
Persons in whose name the Certificates are registered at the close of business
on each Record Date by wire transfer of immediately available funds to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor if such Certificateholder shall have so notified the Trustee
in writing prior to the Record Date immediately prior to such Distribution Date;
and in all other cases by check mailed to each such Certificateholder at such
Certificateholder's address appearing in the Certificate Register, in either
case without presentation or surrender of any Certificate held by such
Certificateholder or the making of any notation thereon. Distributions on the
final Distribution Date with respect to this Certificate, however, shall require
presentment and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to Certificateholders
of such final distribution.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Servicer, the Special Servicer and the Trustee
thereunder and the rights of the Certificateholders thereunder, at any time by
the Depositor, the Master Servicers, the Special Servicers and the Trustee with
the consent of the Holders of Certificates entitled to at least 66 2/3% of the
Percentage Interests of each Class affected thereby. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

      No sale, transfer or other disposition of this Certificate shall be
permitted other than in accordance with the provisions of Section 5.02 of the
Pooling and Servicing Agreement.

      This Certificate does not represent an obligation of, or an interest in
the Master Servicers, the Special Servicers, the Depositor or the Trustee,
except to the extent described in the Pooling and Servicing Agreement, or any
Affiliate thereof, nor will this Certificate be insured or guaranteed by any
governmental agency. This Certificate is limited in right of payment to certain
collections on the Mortgage Loans, as more specifically set forth in the Pooling
and Servicing Agreement.

      The Holder hereof, by its acceptance of this Certificate, agrees to look
solely to the assets of the Trust Fund, as provided in the Pooling and Servicing
Agreement, for payment hereunder and that the Trustee in its individual capacity
is not liable to the Holder hereof for any amounts payable under this
Certificate or the Pooling and Servicing Agreement.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and is qualified in its entirety by the Pooling and Servicing
Agreement. Reference is made to the Pooling and Servicing Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and immunities of
the Trustee. Copies of the Pooling and Servicing Agreement and all amendments
thereto may be obtained via the Trustee's internet website located at
www.ctslink.com.

<PAGE>

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed
by the manual or facsimile signature of the duly authorized signatory of the
Trustee.

                                       WELLS FARGO BANK, N.A.
                                       as Trustee


                                       By:____________________________________
                                           Authorized Representative Signatory

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Class CCA Certificates referred to in the within
mentioned Pooling and Servicing Agreement.

                                       WELLS FARGO BANK, N.A.
                                       as Certificate Register


                                       By:____________________________________
                                          Authorized Representative Signatory

Dated: March 22, 2006

<PAGE>

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________________________ the within Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass Through Certificate, Series
2006-C1, and does hereby irrevocably constitute and appoint
______________________________ Attorney to transfer the said Certificate on the
Certificate Register maintained by the Certificate Registrar, with full power of
substitution in the premises.

Dated: ________________                By:____________________________________
                                          Signature

<PAGE>

                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE

                                  See Attached
<PAGE>


<TABLE>
<CAPTION>

       Loan Group
#      #            Property Name                                   Address
----   ----------   ---------------------------------------------   ----------------------------------------------
<S>    <C>          <C>                                             <C>
1      1            230 Park Avenue                                 230 Park Avenue
2      1            Saint Louis Galleria                            1155 Saint Louis Galleria
3      1            CWA Portfolio Pool B                            Various
4      1            CWA Portfolio Pool A                            Various
5      1            CWA Portfolio Pool C                            Various
6      1            8201 Greensboro Drive                           8201 Greensboro Drive
7      1            NEI Portfolio                                   Various
8      1            Montgomery Park I                               2701 Northwest Vaughn Street
9      2            Colinas del Sol                                 945 South Mesa Hills Drive
10     1            Lane Portfolio                                  Various
11     1            Westgate West                                   5253-5399 Prospect Road
12     1            Residence Inn by Marriott Capitol Hill          333 E Street SW
13     1            Carlsbad Hilton Garden Inn                      6450 Carlsbad Boulevard
14     1            Park Oaks Shopping Center                       1640-1790 Moorpark Road
15     1            Hanes Point Shopping Center                     1040 Hanes Mall Drive
16     1            Wells Headquarters                              6200 The Corners Parkway
17     1            Southgate I                                     475 South Street
18     1            The Shops at Heavenly Village                   1001 Heavenly Village Way
19     1            Corporate Gateway Center                        21660 & 21700 East Copley Drive
20     1            Creekside Business Park                         1900 South Sunset Street, 1921 Corporate
                                                                    Center Circle & 1811 Pike Road
21     1            DR - Kancov                                     Various
22     1            Walgreens Pool 6/ DCWI VI                       Various
23     1            Walgreens Pool 5/ DCWI V                        Various
24     2            Carlton Court Apartments                        2629 Plaza Drive
25     1            Arrowhead Mall                                  501 North Main Street
26     2            Posada Vallarta                                 10002 North Seventh Street
27     1            Embassy Suites Phoenix                          2577 West Greenway Road
28     1            Walgreens Pool 4/ DCWI IV                       Various
29     1            The Core Club                                   60 East 55th Street
30     2            Cypress Run at Tampa Palms                      15501 Bruce B. Downs Boulevard
31     1            Pranke Portfolio                                Various
32     1            Pranke Durand Shopping Center                   6035 Durand Avenue
33     1            Pranke S. 76th Street Shopping Center           5075 South 76th Street
34     1            Pranke National Avenue Shopping Center          15600 West National Avenue
35     1            Pranke State Street Shopping Center             548 State Street
36     1            Pranke Oakland Avenue Shopping Center           3101 North Oakland Avenue
37     1            Pranke University Avenue Shopping Center        2741 University Avenue
38     1            South Plaza                                     45245 Three Notch Road
39     1            Valley Parkway Health Center                    488 East Valley Parkway
40     1            Providence Pavilion                             1025 Veterans Memorial Parkway
41     1            The Times Building                              1000 North Ashley Drive
42     1            Hilton Rialto Place Melbourne                   200 Rialto Place
43     1            Village at Double Diamond                       710 South Meadows Parkway
44     1            Maple Avenue Properties                         1001 South Maple Avenue &
                                                                    1139-1149 South Maple Avenue
45     1            Holiday Inn South San Francisco                 275 South Airport Boulevard
46     1            Holiday Inn & Staybridge Suites                 Various
47     1            Cedar - Jordan Lane Shopping Center             1380-1430 Berlin Turnpike
48     1            Parkville Commons                               9107 Tom Watson Parkway
49     1            The Stanley Hotel                               333 Wonderview Ave
50     1            Vinings Village SC                              4715 Atlanta Road
51     1            Diamante Del Mar                                11943 El Camino Real
52     1            Staybridge Suites - Eatontown                   4 Industrial Way East
53     1            The Commons at Concord Park                     300 East Sonterra Boulevard
54     1            Courtyard Chattanooga Downtown                  200 Chestnut Street
55     1            Blackstone Center                               1777-1797 Northeast Expressway
56     1            The P&C Center & Oswego Plaza                   Various
57     1            Metcalf 103 Center                              6876 West 105th Street
58     1            The Prada Building                              2174 Kalakaua Avenue
59     2            Newport                                         3466 North Beltline Road
60     1            Southbridge Crossing                            8030-8091 Old Carriage Court North
61     1            Pullman Industrial                              Various
62     1            Crossroads Professional Building                196 Waterford Parkway South
63     1            Jupiter Service Center                          1009 Jupiter Road
64     1            Carlisle Center                                 235-281 South Spring Garden Street
65     1            10 Park Place South                             10 Park Place South
66     1            DR - Group I                                    Various
67     1            Farmington Courtyard                            31525 West Twelve Mile Road
68     1            College Plaza                                   8595-8655 College Parkway
69     2            Rancho Santa Fe                                 10201 North 44th Drive
70     1            Riverhill Center                                1201-1205 Troy Schenectady Road
71     2            Limestone Apartments                            900 108th Avenue Northeast
72     1            Arkansas Court                                  2503-2535 East Arkansas Lane
73     1            Castro Commons                                  1172-1174 Castro Street
74     2            Summerview Apartments                           8357 Falling Water Lane
75     2            28 East 14th Street                             28 East 14th Street
76     1            Wanamaker Building 2005 - Retail                1301-25 Chestnut Street
77     1            Phoenix Ranch Market                            5104-5126 North 67th Avenue
                                                                    and 6710-6756 West Camelback Road
78     1            LaDera Shopping Center                          3301 Coors Road North West
79     2            Tall Oaks Apartments                            348 Tall Oaks Drive
80     2            Azalea Ridge Apartments                         7480 Highway 161 North
81     1            DR - Hampton Mercury Investment                 Various
82     1            Decatur Crossing                                204-290 South Decatur Boulevard
83     1            Santa Barbara Hotel Portfolio I                 Various
84     1            TownPlace Suites Knoxville                      205 Langley Place
85     2            Three Fountains Apartments                      6011 Melody Lane
86     1            Centerpoint IV                                  2401 East Randol Mill Road
87     2            Treepoint and Meadows Apartments                4600 - 4711 South Virginia Street
88     1            Homewood Suites Colorado Springs                2875 Zeppelin Road
89     1            Embassy Suites Schaumburg                       1939 North Meacham Road
90     1            Danbury Landing                                 13 Sugar Hollow Road
91     2            AIMCO Trinity Place Apartments                  1331 Trinity Place
92     1            Fed Ex Central Distribution Center              1650 47th Street
93     1            Fifth and Laurel                                2445 Fifth Avenue
94     1            1165 North Dupont Highway                       1165 North Dupont Highway
95     1            Tower II Office Buildings                       555 North Carancahua
96     2            Indian Springs                                  7049 Westwind Drive
97     1            Comfort Inn - Newport News, VA                  12330 Jefferson Avenue
98     2            501-515 First Street                            501-515 First Street
99     1            Huck Finn Shopping Center                       4700 McMasters Avenue
100    1            Savi Ranch Parkway                              22800 Savi Ranch Parkway
101    1            Holiday Inn Express Pasadena                    3500 East Colorado Boulevard
102    2            Castle Bluff Apartments                         2791 Castle Bluff Court
103    1            250 88th Street                                 250 West 88th Street
104    1            Easton III                                      3940-3954 Morse Crossing
105    2            Lakeshore III                                   19 Lakeshore Drive
106    2            Summerlin Ridge Apartments                      2425 Summerlin Ridge Road
107    2            Coronet Hall Tenants Corp.                      172-70 Highland Avenue
108    2            Royal Court Apts.                               10002 Castile Court
109    2            Waterford Place Apartments                      4000 North Center Street
110    2            Woodland Heights Apartments                     700 Woodland Heights Drive
111    1            Finksburg Plaza                                 3000 Gamber Road
112    1            Boott Cotton Mills                              100 Foot of John Street
113    1            Holly Hill Plaza Shopping Center                810-896 North Nova Road
114    1            Shady Oak Center                                6399-6411 City West Parkway
115    2            Oyster Creek Apartments                         105 Anyway Street
116    1            Amelon Square                                   U.S. Route 29 and State Route 130
117    1            Gateway Commons                                 25610 & 25780 Pontiac Trail
118    2            The Court at Northgate                          11300 Third Avenue Northeast
119    1            North Trident-HCA                               900 Island Park Drive
120    1            Spears Building                                 525 West 22nd Street
121    1            Stoney Batter Office Building                   5301 Limestone Road
122    1            Winter Loeb Building                            105 Tallapoosa Street
123    1            Shoppes of Grove City                           1766-1790 Stringtown Road
124    2            La Residencia & Bonaventure Apartments          2454 East Price Road and 2313 Shidler Drive
125    2            111 East 85th Street Owners, Inc.               111 East 85th Street
126    1            Konterra Building L                             7051 Muirkirk Meadows Road
127    2            Tallmadge Oaks Apartments                       120 North Avenue
128    1            Capitol View I                                  712 Pear Street South East
129    2            Sage Meadows Apartments                         6727 Telephone Road
130    1            South Office Building                           2000 Main Street
131    1            Scripps/Poway Self Storage Facility             12380 Stowe Drive
132    1            Hampton Inn Panama City                         2909 Thomas Drive
133    2            Dobson Springs Apartments                       1325 West Gaudalupe Road
134    1            San Marcos Pavilion                             727-731 West San Marcos Boulevard
135    1            Cumberland Pointe Retail                        3155 Cobb Parkway
136    2            Butterfield House, Inc.                         37 West 12th Street a/k/a 28 West 13th Street
137    1            Boothbay Rite Aid                               223 Townsend Avenue
138    1            Dexter Rite Aid                                 188 Spring Street
139    1            Manchester Rite Aid                             943 Western Avenue
140    1            Milo Rite Aid                                   35 Park Street
141    1            The Corners Shopping Center                     22 Mile & Hayes Road
142    1            Hampton Inn - Greenville, SC                    15 Park Woodruff Drive
143    1            Cedar-Oakland Mills Village Center              5865 Robert Oliver Place
144    2            The Oaks of Arlington Apartments                2100 Ascension Boulevard
145    1            Western Springs Shopping Centers                17710-30 West Center Road &
                                                                    2551-83 South 177th Plaza
146    1            DR - Group II                                   Various
147    1            Mercury Village                                 8006-8080 Clairmont Mesa Boulevard
148    2            Woodlands Owners, Inc.                          3935 Blackstone Avenue
149    1            Cochrane Road Self Storage                      411 Woodview Avenue
150    1            Mitre Office Building                           1155 Academy Park Loop
151    1            River Shoals Village                            5658 Riverdale Road
152    2            Crossview Court Apartments                      2929 Crossview Drive
153    2            Salem Arms Apartments                           2243 Rosier Drive
154    1            Palms to Pines Retail Center                    72608-72624 El Paseo
155    2            Ski Lodge Apartments                            3501 Birmingham Highway
156    1            All American Mini-Storage - Napa                1111 Soscol Ferry Road
157    1            Farmville Town Center                           3434 Cooperative Way
158    1            Mid America Business Park                       8120 Mid America Boulevard
159    2            Deer Park Gardens Apartments                    7329 Carrie Lane
160    1            Seneca Center                                   18761 North Fredrick Road
161    2            Alexander House Apartments                      6060 Gulfton Drive
162    1            Capella I Shopping Center                       8715-8745 Sancus Boulevard
163    1            Laurel Bay Commercial                           2420-2440 5th Avenue
164    2            10 East 70th Street, Inc.                       10 East 70th Street
165    1            660 Kenilworth Drive                            660 Kenilworth Drive
166    1            Intermountain Residence Inn Monroe              4960 Millhaven Road
167    2            245 East 87th Street Tenants Corp.              245 East 87th Street
168    1            Quality Inn & Suites Nashville Airport          2521 Elm Hill Pike
169    1            Provenzano's Real Estate Portfolio              2705 South H Street, 2309 Niles Street,
                                                                    2225 Niles Street
170    1            Pokras Properties                               Various
171    1            Stonewood Village                               5978 Memorial Drive
172    2            Orchard Springs Apartments                      1312 North Midwest Boulevard
173    2            Mississippi Terrace                             215-221 Southwest 4th Street
174    1            Bowling Green Plaza                             1689 Campbell Lane
175    1            Walgreen-Lebanon                                566 South Jefferson
176    2            Sierra Grande Apartments                        2645 East Cactus Road
177    1            Village in Trussville Shopping Center           305 Main Street
178    2            Post Alley                                      1408 Western Avenue
179    1            Associated Energy Systems Building              8621 East 180th Street
180    1            Hoover Court Shopping Center                    1903 Hoover Court
181    2            639 Apartments Corp.                            639 West End Avenue
182    2            83rd Street Tenants, Inc.                       8 East 83rd Street
183    1            Atlantic/Neptune Beach Plaza                    207-299 Atlantic Boulevard, 100-110 1st Street
184    1            Brentwood Self Storage                          190 Sand Creek Road
185    1            Wei Wu                                          Various
186    1            Hudson Corners                                  1024 West Hudson Boulevard
187    1            Crescent Center                                 12550 South Military Trail
188    2            QLS Gardens Apartments                          1870 Campbellton Road
189    1            Sandy Spring Financial Center                   14 West Patrick Street
190    2            Ocean Terrace Owners, Inc.                      2650 Ocean Parkway
191    1            Lynnfield Centre                                584-592 Main Street and 2-18 Centre Court
192    1            Claim Jumper                                    29540 Rancho California Road
193    1            Montpelier Center                               7570 Montpelier Road
194    1            Plaza 2300                                      2359-2427 North Academy Boulevard
195    1            Ashley Oaks Shopping Center                     1757 Ashley River Road
196    2            Treehouse Apartments                            200 Marion Pugh
197    1            Fairfield Inn Hartsville                        200 South Fourth Street
198    2            26 Gramercy Park Owners Corp.                   26 Gramercy Park South
199    1            Kimberly Park Shopping Center                   1005 Monroe Street
200    2            The Arbors                                      415 Garland Drive
201    1            Haverhill Business Center                       7221 Haverhill Business Parkway
202    2            Swaranjit Mike Nijjar's MHP's (Part II)         Various
203    1            Costa Mesa Square II                            1450 Baker Street
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
206    1            Office Depot                                    859 Spring Street
207    1            Hathaway Business Park                          2248 and 2250 Obispo Avenue, 3299
                                                                    and 3301 Hill Street
208    1            Cathedral City Retail                           68706-68724 East Palm Canyon Drive
209    2            Skyline Terrace Cooperative, Inc.               350 Richmond Terrace
210    1            Holiday Inn Express Hobby                       8730 Gulf Freeway
211    2            103 Gedney Street Owners', Inc.                 103 Gedney Street
212    1            Buffalo Self Storage                            930 Calder Avenue North East
213    1            Alexis Road Shopping Plaza                      1030 West Alexis Road
214    1            Copperas Cove Plaza                             210 Constitution Drive and 2726
                                                                    East Highway 190
215    1            Hampton Inn Simpsonville                        3934 Grandview Drive
216    1            Hesperia Town Center                            15717 - 15797 Main Street
217    1            Paloma Village                                  6340 North Campbell Avenue
218    1            Amelia Market                                   474303 East State Road 200
219    2            Abbington Crossing III Apartments               1000 Old Brook Road
220    1            Daffodil Valley Storage                         10715 Valley Avenue East
221    2            Old Oak Square Apts                             505 Old Oak Court
222    1            Southgate Center                                2710-2746 and 2760 West 70th Street
223    1            Liberty Safe and Security                       1199 West Utah Avenue
224    1            Lynwood Retail                                  4339 & 4345 East Imperial Highway
225    1            The Shops at Westar Strip Shopping Center       520 Polaris Parkway
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
229    1            Fairfield Inn - Lumberton, NC                   3361 Lackey Street
230    1            Heacock Medical Center                          12712 & 12730 Heacock Avenue &
                                                                    24060 Fir Avenue
231    1            Craig Road Retail                               2777 West Craig Road
232    1            Millennium Center Retail                        11744 Beach Boulevard
233    1            CVS - Jersey Village, TX                        8620 Jones Road
234    1            Comfort Suites Prestonsburg                     51 Hal Rogers Drive
235    2            Evelyn Court Apartment Corp.                    604 Tompkins Avenue
236    1            Best Western Barboursville                      3441 US Route 60
237    2            Las Villas Apartments                           2724 Broadway Street
238    1            7848 Cimarron, LLC                              7848 East Redfield Road
239    1            Fort Apache Shopping Center                     4790 South Fort Apache Road
240    1            The Law Center                                  101 South Elm Street
241    1            Baybrook-Kissimmee LLC                          1205 West Vine Street
242    1            Shane Company, Store No. 25                     10885 Haynes Bridge Road
243    1            Reisterstown Village Center                     20-44 Main Street
244    1            Nimmonsburg Square                              1143 Upper Front Street
245    1            24635 Madison Avenue                            24635 Madison Avenue
246    1            116-118 North York Road                         116-118 North York Road
247    2            Harris Garden Apartments                        550 8th Avenue
248    2            Park East Apartments, Inc.                      233 East 86th Street
249    2            Suburbia Owners, Inc.                           400 Fulton Street
250    2            San Marcos MHP                                  1005 River Road
251    1            Grant Court                                     9878 Grant Street
252    1            Itasca Building                                 702 1st Street North
253    1            Shea Professional Plaza                         3101 East Shea Boulevard
254    2            Wagon Wheel MHP                                 1119 North 46th Street
255    2            525 East 82 Owners Corp.                        525 East 82nd Street
256    2            72nd Street East Corporation                    320 East 72nd Street
257    1            Comfort Inn Richmond Airport                    5240 Airport Square Lane
258    2            Patricia Apartments                             5907 186th Place South West
259    2            Mulberry Acres MHP                              395 Walnut Drive
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
263    1            Dixie Plaza                                     1800 South Frontage Road
264    2            Savannah Terrace & Square Apartments            4705 Cofer Avenue & 4708-4801 Fury Way
265    2            969 Park Avenue                                 969 Park Avenue
266    2            34-15 Properties Ltd.                           34-15 74th Street & 34-10 75th Street
267    1            311 Ed Wright Lane                              311 Ed Wright Lane
268    1            Church Road Plaza                               45665 West Church Road
269    2            Littlefield Apartments                          205 19th Avenue East
270    2            NC MHP Portfolio - Pine Terrace                 331 Bell Street
271    2            NC MHP Portfolio - Lakeview                     5186 High Point Road
272    2            Maple Crest Apartments                          311 Natchez Court
273    1            AIP - Intown (Bishop & Trabert)                 Various
274    1            Anaheim Office                                  401-431 North Brookhurst Street
275    2            Royal Marc Apartments                           5555 South East King Road
276    1            AIP - Perimeter (Hammermill & Goshen Springs)   Various
277    1            AMF Shea Village                                10806 North 32nd Street
278    2            Shores of Lake Smith                            2105 Lake Smith Drive
279    1            Comfort Inn Columbia                            1544 Bear Creek Pike
280    2            321 West 90th St. Owners Corp.                  321 West 90th Street
281    2            Crestwood Manor                                 500 White Plains Road
282    2            Crest Manor Housing Corp                        377 North Broadway
283    1            Sterling Master Homes Building                  424 29th Street North East
284    2            Bayshore Gardens                                2906 Brighton 12th Street
285    1            Arbor Shoppes                                   6740 Douglas Boulevard
286    1            Altamonte Promenade                             445 West State Road 436
287    1            The Raleigh Building                            5 West Hargett Street
288    1            Bay Mini Storage                                1816 Thomas Drive
289    1            Uplake Building                                 5701 Northeast Bothell Way
290    1            Northgate Dental Plaza                          9714 3rd Avenue Northeast
291    1            Homewood Retail                                 17925 Halsted Street
292    2            Brookfield Apartments                           3072 Washington Road
293    2            Sun Vista Apartments                            1255 Weiland Street
294    1            Van Ness Plaza                                  3301-3323 West Pico Boulevard
295    2            929 Park Avenue Apartment Corp.                 929 Park Avenue
296    2            Heritage Village Townhomes Apartments           508 Gypsy Hill Road
297    1            CVS Drug Store - Plano                          1501 Independence Parkway
298    2            84-20 51st Ave. Owners Inc.                     84-20 51st Avenue
299    1            23 & Gratiot Shopping Center                    27775 23 Mile Road
300    1            Walgreens Store #4610                           18461 East Hampden Avenue
301    2            East Rock Tenants                               320 Atlantic Avenue
302    1            Easton I                                        4053-4055 Morse Crossing
303    1            Memorial Medical Plaza                          7555 East Osborn Road
304    1            Leschi Park Professional Building               121 Lakeside Avenue
305    1            Donald E Crane Office Bldg                      4202 Greenwood Drive
306    1            Rose Avenue                                     215-221 Rose Avenue
307    2            Bellfort Park Apartments                        4135 West Bellfort Street
308    2            194 Riverside Owners Corp.                      194 Riverside Drive
309    2            305 Equities Corp                               303-305 West 86th Street
310    2            Rossmoor Leisure Cooperative                    128 Sussex Way
311    1            Sherwin Williams Plaza                          15032 Pearl Road
312    1            Rite Aid - Pasadena, MD                         3400 Mountain Road
313    2            81st Dwellers Inc.                              35 West 81st Street
314    1            Easton II                                       3985 Morse Crossing
315    2            Hammondell MHP                                  5601 Cypress Gardens Road
316    1            Memorial Square                                 7715 East 91st Street
317    1            Medical Arts Building                           142 Joralemon 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
321    2            Green Street Apartments                         2090 Green Street
322    1            Southgate Corners                               793-811 Hebron Road
323    1            Desert Country Plaza                            77898 Country Club Drive
324    2            Chancellor Park Apartments                      1811 Brice Street
325    2            137-05 Franklin Avenue Owners, Inc.             137-05 Franklin Avenue
326    1            Barnesboro Retail Bldg                          9612 East Sprague Avenue
327    1            Hollywood Video Plaza (Column)                  6702 West Camelback Road
328    2            Shackleford MHP                                 4023 South Shackleford Road
329    1            Market Shoppes                                  5442 Cleveland Avenue
330    1            Lakeview Industrial Park                        801-825 Lakeview Avenue
331    2            31 East 12th Street Owners, Inc.                31 East 12th Street
332    1            Alante Plaza                                    5626 West Bell Road
333    1            Frankfort Center                                20250 South La Grange Road
334    2            25 West 13th St                                 25 West 13th Street
335    1            Village at Colleyville                          62 Main Street
336    2            60 Tenants Corp.                                60 East 96th Street
337    1            The Centre at North Reading                     6 Washington Street
338    2            Oaks Mobile Home Park                           3240 South Getty Street
339    1            1477 Park Street                                1477 Park Street
340    2            Irving Place Tenant Corp.                       126 East 16th Street
341    1            500 Oakwood Avenue                              20 Jefferson Avenue and 34 Darcy Street
342    2            16 Canterbury Corp.                             16 Canterbury Road
343    2            Pagewood Oval Apartments                        6 Page Road
344    2            Villa Vista MHP                                 2550 Paloma Lane
345    1            Settler's Ridge Retail Center                   100 South Twelfth Street
346    1            Rainbow Village                                 6960 West Russell Road
347    2            Buffington Arms Apartments                      1908,1909,1917 and 1924 Buffington
                                                                    Avenue and 1907 Maple Avenue
348    2            River Glen Tenant Corp                          645 North Broadway
349    2            Ferndale Apartments                             911 Saint Louis Street and 333 Marshall Street
350    2            Oak Shades MHP                                  6200 Oak Shades Park Drive
351    2            Green Acres Mobile Home Park                    7901 Boydton Plank Road
352    2            Woodview Apartments                             1107 Frost Road
353    1            Hollywood Video Plaza                           7045 Clarcona Ocoee Road
354    1            South Park Plaza                                5645 South Eastern Avenue
355    1            Jamboree Plaza Auto Center                      3075 Edinger Avenue
356    1            Bear River Self Storage                         22849 Industrial Place
357    2            Mark Embers Apartments                          3100, 3106 & 3107 Speedway/3101 Cedar Street
358    1            Equus Las Vegas Associates                      3140 Polaris Avenue
359    2            Upper Knollwood Townhouses                      25 Knollwood Drive
360    2            789 West End Avenue                             789 West End Avenue
361    1            KeyBank Corvallis                               1817 North West 9th Street
362    1            Cyrus-Coral, LLC                                2465 Coral Street
363    2            35 East Tenants Corp.                           35 East 30th Street
364    2            Gibbs Street Apartments                         811-923 Gibbs Street
365    2            Desert Breeze Villas                            1554-1566 North Palm Canyon Drive
366    1            AIP - 2040 Steel Drive                          2040 Steel Drive
367    2            North Ridge Apartments                          1000 West State Line Road
368    1            Crossroads Shopping Center                      3125 Roswell Road
369    1            1622 Walter Street (Triple C Electric)          1622 Walter Street
370    1            Brill Retail                                    14 East Central Entrance
371    1            Holland South Building                          3420 Holland Road
372    1            4404-4414 University Avenue                     4404-4414 University Avenue
373    1            CVS & Advance Auto                              9137 & 9139 Middlebrook Pike
374    1            The Schwartz Building                           3705-3707 West Maple Road
375    2            University View & Sinclair Apartments           5226 and 5236 22nd Avenue Northeast
376    2            Desert Point Apartments                         12 North Country Club Road
377    1            Oak Forest Center                               704 West State Road 436
378    2            45-53 Cabrini Owners Corp.                      45-53 Cabrini Boulevard
379    2            Holiday Home MH-RV Park                         349-351 Palm Canyon Drive
380    2            Oak Square Apartments                           343 West Oak Avenue
381    1            AIP - 1122 Old Chattahoochee                    1122 Old Chattahoochee Avenue
382    2            Shepard Lofts                                   5017 Cornish Street
383    2            838 Greenwich St. Corp.                         838 Greenwich Street
384    1            2nd Attic Self Storage                          540-580 Swinehart Road
385    2            Westwater Commons                               380 North Broadway
386    2            Parkway Owners Inc                              1910 Pelham Parkway South
387    2            81-05 Tenants LTD                               81-05/15 35th Avenue & 34-49 81st Street
388    2            Cromwell Apartments                             1734-1756 Cromwell & 526 Zahn Drive
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
392    1            University Towne Center II                      3117 Southwest 34th Street
393    2            Crosby Square Apartments                        15016 FM 2100
394    1            1390-1400 Park Street                           1390-1400 Park Street
395    1            Main Street Shopping Center                     8017 Old Spanish Trail
396    1            Northpointe Professional Center                 8815 Dyer Street
397    2            Carolyn Court Owners, Inc.                      314 Livingston Avenue
398    1            Grapevine Retail Center                         600 West Northwest Highway
399    2            Courtland Glen Cooperative, Inc.                388, 394 and 398 Courtland Avenue
400    2            Country Falls Apartments                        271 Owego Street
401    2            Mayland Manor Apartments                        1575-1583 Mayfair Boulevard &
                                                                    5839-5845 Marnell Avenue
402    2            3755 Owners Ltd.                                3755 Henry Hudson Parkway
403    2            Jeffersonian Jay Street Corp.                   8-12 Jay Street
404    2            3206 Ellwood Avenue Apartments                  3206 Ellwood Avenue
405    2            Anthony and Garden Apartments                   26 and 32 Anthony Avenue
406    1            9610 Winter Gardens Boulevard                   9610 Winter Gardens Boulevard
407    2            Oxford Gardens                                  1436 Midland Ave
408    2            920 Fifth Avenue Corp                           920 Fifth Avenue
409    2            431 West 54th Street, Inc.                      431 West 54th Street
410    2            Jefferson Apartments                            1003-1021 South Jefferson 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>
1      New York                        NY                  10017   1,217,986   $280,000,000   $280,000,000
2      St. Louis                       MO                  63117     470,045   $180,000,000   $178,272,278
3      Various                         Various           Various     640,444    $58,630,000    $58,630,000
4      Various                         Various           Various     725,566    $56,110,000    $56,110,000
5      Various                         Various           Various     518,833    $55,080,000    $55,080,000
6      McLean                          VA                  22102     360,854    $76,000,000    $76,000,000
7      Various                         Various           Various   Various      $70,000,000    $70,000,000
8      Portland                        OR                  97210     678,076    $65,000,000    $65,000,000
9      El Paso                         TX                  79912         752    $48,500,000    $48,500,000
10     Various                         Various           Various         589    $42,800,000    $42,800,000
11     San Jose                        CA                  95129     235,766    $41,000,000    $41,000,000
12     Washington                      DC                  20024         233    $40,500,000    $40,500,000
13     Carlsbad                        CA                  92011         161    $35,510,000    $35,429,842
14     Thousand Oaks                   CA                  91360     110,074    $29,000,016    $29,000,016
15     Winston-Salem                   NC                  27103     237,834    $26,475,000    $26,475,000
16     Norcross                        GA                  30092     143,767    $25,000,000    $24,941,160
17     Morris Township                 NJ                  07960     210,000    $23,500,000    $23,418,835
18     South Lake Tahoe                CA                  96150      44,892    $22,400,000    $22,400,000
19     Diamond Bar                     CA                  91765     127,185    $21,500,000    $21,500,000
20     Longmont                        CO                  80501     257,267    $21,500,000    $21,500,000
21     Various                         Various           Various     329,870    $21,250,000    $21,201,518
22     Various                         Various           Various      57,825    $21,160,000    $21,160,000
23     Various                         Various           Various      72,930    $20,735,000    $20,735,000
24     Indianapolis                    IN                  46268         701    $19,530,000    $19,530,000
25     Muskogee                        OK                  74401     432,866    $19,250,000    $19,250,000
26     Phoenix                         AZ                  85020         336    $19,200,000    $19,200,000
27     Phoenix                         AZ                  85023         314    $18,900,000    $18,821,000
28     Various                         Various           Various      72,534    $18,650,000    $18,650,000
29     New York                        NY                  10022      27,976    $18,550,000    $18,550,000
30     Tampa                           FL                  33647         408    $18,650,000    $18,404,627
31     Various                         WI                Various      35,315     $6,498,000     $6,498,000
32     Mt. Pleasant                    WI                  53406      13,502     $3,304,000     $3,304,000
33     Greenfield                      WI                  53220      11,651     $3,197,200     $3,197,200
34     New Berlin                      WI                  53151       8,602     $2,658,200     $2,658,200
35     Madison                         WI                  53703       4,825       $885,600       $885,600
36     Milwaukee                       WI                  53211       5,992       $853,000       $853,000
37     Madison                         WI                  53705       4,100       $429,000       $429,000
38     California                      MD                  20619      92,335    $17,800,000    $17,740,441
39     Escondido                       CA                  92025      70,058    $17,730,000    $17,730,000
40     Mableton                        GA                  30126      95,206    $17,000,000    $17,000,000
41     Tampa                           FL                  33602     179,181    $17,000,000    $17,000,000
42     Melbourne                       FL                  32901         237    $17,000,000    $16,928,808
43     Reno                            NV                  89521      57,913    $16,800,000    $16,800,000
44     Los Angeles                     CA                  90015      22,777    $15,000,000    $14,954,802
45     South San Francisco             CA                  94080         224    $14,750,000    $14,582,957
46     Miami                           FL                  33172         216    $14,000,000    $14,000,000
47     Wethersfield                    CT                  06109     181,735    $13,845,000    $13,799,278
48     Parkville                       MO                  64152     110,108    $13,700,000    $13,700,000
49     Estes Park                      CO                  80517         138    $13,000,000    $12,875,113
50     Smyrna                          GA                  30080      61,573    $12,650,000    $12,650,000
51     San Diego                       CA                  92130      34,600    $12,400,000    $12,400,000
52     Eatontown                       NJ                  07724         131    $12,200,000    $12,163,189
53     San Antonio                     TX                  78258     108,099    $12,000,000    $12,000,000
54     Chattanooga                     TN                  37402         128    $11,900,000    $11,824,706
55     Atlanta                         GA                  30329     122,780    $11,500,000    $11,500,000
56     Oswego                          NY                  13126     235,277    $11,500,000    $11,500,000
57     Overland Park                   KS                  66212     190,640    $11,492,418    $11,492,418
58     Waikiki                         HI                  96815       6,340    $11,500,000    $11,426,358
59     Irving                          TX                  75062         308    $11,200,000    $11,200,000
60     Shakopee                        MN                  55379      78,762    $11,000,000    $10,965,737
61     Various                         Various           Various     382,947    $10,900,000    $10,900,000
62     Waterford                       CT                  06385      69,951    $10,500,000    $10,485,455
63     Plano                           TX                  75074     126,485    $10,280,000    $10,280,000
64     Carlisle                        PA                  17103      90,183    $10,250,000    $10,225,915
65     Atlanta                         GA                  30303     136,677    $10,100,000    $10,100,000
66     Various                         Various           Various     153,398    $10,100,000    $10,076,957
67     Farmington Hills                MI                  48334         203    $10,000,000     $9,971,801
68     Fort Myers                      FL                  33919      83,711     $9,920,000     $9,920,000
69     Glendale                        AZ                  85302         270     $9,765,000     $9,765,000
70     Latham                          NY                  12110      94,478     $9,700,000     $9,700,000
71     Bellevue                        WA                  98004          48     $9,256,000     $9,256,000
72     Arlington                       TX                  76010     114,711     $9,250,000     $9,223,100
73     Mountain View                   CA                  94040      42,732     $9,210,000     $9,210,000
74     Columbus                        OH                  43240         184     $9,200,000     $9,187,091
75     New York                        NY                  10003           8     $9,150,000     $9,150,000
76     Philadelphia                    PA                  19107     435,475     $9,000,000     $9,000,000
77     Glendale                        AZ        85303 and 85301      96,847     $9,000,000     $8,972,336
78     Albuquerque                     NM                  87120     126,012     $8,962,000     $8,962,000
79     Conyers                         GA                  30013         172     $8,800,000     $8,787,771
80     Walls                           MS                  38680         200     $8,700,000     $8,700,000
81     Various                         Various           Various     117,282     $8,620,000     $8,600,430
82     Las Vegas                       NV                  89107     100,937     $8,500,000     $8,500,000
83     Santa Barbara                   CA                  93101          96     $8,500,000     $8,474,178
84     Knoxville                       TN                  37922          98     $8,400,000     $8,346,931
85     Dallas                          TX                  75231         192     $8,287,500     $8,236,631
86     Arlington                       TX                  76011     129,776     $8,150,000     $8,150,000
87     Amarillo                        TX                  79109         432     $8,000,000     $8,000,000
88     Colorado Springs                CO                  80916         104     $8,000,000     $7,988,205
89     Schaumburg                      IL                  60173         209     $7,975,000     $7,928,788
90     Danbury                         CT                  06810      77,972     $7,875,000     $7,861,190
91     Middletown                      OH                  45042         200     $7,700,000     $7,700,000
92     San Diego                       CA                  92102      76,822     $7,600,000     $7,600,000
93     San Diego                       CA                  92101      41,522     $7,500,000     $7,500,000
94     Dover                           DE                  19901      95,717     $7,500,000     $7,482,056
95     Corpus Christi                  TX                  78478     289,462     $7,500,000     $7,476,572
96     El Paso                         TX                  79912         232     $7,360,000     $7,360,000
97     Newport News                    VA                  23602         124     $7,350,000     $7,307,410
98     Hoboken                         NJ                  07030          30     $7,300,000     $7,300,000
99     Hannibal                        MO                  63401     184,708     $7,200,000     $7,200,000
100    Yorba Linda                     CA                  92887      48,973     $7,200,000     $7,184,167
101    Pasadena                        CA                  91107          81     $7,150,000     $7,138,331
102    Kentwood                        MI                  49512         241     $7,100,000     $7,100,000
103    New York                        NY                  10024       7,620     $7,000,000     $6,990,283
104    Columbus                        OH                  43219      24,948     $7,000,000     $6,990,199
105    Hampton                         VA                  23666         113     $6,900,000     $6,900,000
106    Winston Salem                   NC                  27617         120     $6,800,000     $6,800,000
107    Jamaica Estates                 NY                  11432         141     $6,800,000     $6,800,000
108    Richmond                        VA                  23233          68     $6,700,000     $6,700,000
109    Hickory                         NC                  28601         189     $6,700,000     $6,700,000
110    Sanford                         NC                  27330         144     $6,700,000     $6,700,000
111    Finksburg                       MD                  21048      83,635     $6,600,000     $6,600,000
112    Lowell                          MA                  01852      90,265     $6,600,000     $6,590,857
113    Daytona Beach                   FL                  32117     252,345     $6,600,000     $6,578,650
114    Eden Prairie                    MN                  55344      57,736     $6,575,000     $6,559,950
115    Lake Jackson                    TX                  77566         201     $6,480,000     $6,480,000
116    Madison Heights                 VA                  24572     142,231     $6,500,000     $6,469,136
117    South Lyon                      MI                  48178      30,605     $6,400,000     $6,385,133
118    Seattle                         WA                  98125         130     $6,300,000     $6,300,000
119    Charleston                      SC                  29492      39,872     $6,300,000     $6,291,560
120    New York                        NY                  10011      16,411     $6,200,000     $6,200,000
121    Wilmington                      DE                  19808      45,132     $6,200,000     $6,200,000
122    Montgomery                      AL                  36104      55,069     $6,200,000     $6,185,808
123    Grove City                      OH                  43123      24,325     $6,200,000     $6,178,903
124    Brownsville                     TX                  78521         244     $6,000,000     $6,000,000
125    New York                        NY                  10028         161     $6,000,000     $6,000,000
126    Beltsville                      MD                  20705      53,057     $6,000,000     $6,000,000
127    Tallmadge                       OH                  44278         190     $6,000,000     $5,972,611
128    Olympia                         WA                  98501      70,000     $7,000,000     $5,791,042
129    Houston                         TX                  77061         262     $5,770,000     $5,770,000
130    Weston                          FL                  33326      20,084     $5,750,000     $5,750,000
131    Poway                           CA                  92064      80,670     $5,700,000     $5,700,000
132    Panama City                     FL                  32408          89     $5,700,000     $5,666,103
133    Mesa                            AZ                  85202         120     $5,520,000     $5,520,000
134    San Marcos                      CA                  92609      34,131     $5,500,000     $5,500,000
135    Atlanta                         GA                  30339      16,649     $5,500,000     $5,500,000
136    New York                        NY                  10011         104     $5,500,000     $5,500,000
137    Boothbay                        ME                  04538      11,180     $1,481,000     $1,477,556
138    Dexter                          ME                  04930      11,180     $1,418,000     $1,414,702
139    Manchester                      ME                  04351      11,180     $1,333,000     $1,329,900
140    Milo                            ME                  04463      11,180     $1,125,000     $1,122,383
141    Shelby Township                 MI                  48315      56,468     $5,300,000     $5,300,000
142    Greenville                      SC                  29607         115     $5,300,000     $5,249,268
143    Columbia                        MD                  21045      58,224     $5,200,000     $5,187,741
144    Arlington                       TX                  76006         107     $5,150,000     $5,150,000
145    Omaha                           NE                  68130      27,889     $5,100,000     $5,072,094
146    Various                         Various           Various      82,017     $5,030,000     $5,018,524
147    San Diego                       CA                  92111      29,609     $5,000,000     $5,000,000
148    Riverdale                       NY                  10471         117     $5,000,000     $5,000,000
149    Morgan Hill                     CA                  95037      99,493     $5,000,000     $4,993,052
150    Colorado Springs                CO                  80910      49,800     $5,000,000     $4,968,648
151    College Park                    GA                  30349      72,962     $4,960,000     $4,953,055
152    Houston                         TX                  77063         167     $4,950,000     $4,950,000
153    Augusta                         GA                  30909         136     $4,800,000     $4,793,330
154    Palm Desert                     CA                  92660      37,932     $4,800,000     $4,788,422
155    Opelika                         AL                  36801         160     $4,800,000     $4,779,555
156    Napa                            CA                  94558      52,600     $4,754,000     $4,754,000
157    Farmville                       NC                  27828      49,564     $4,750,000     $4,732,943
158    Oklahoma City                   OK                  73135     131,483     $4,725,000     $4,713,714
159    Deer Park                       TX                  77536         192     $4,700,000     $4,700,000
160    Gaithersburg                    MD                  20879      81,975     $4,700,000     $4,700,000
161    Houston                         TX                  77081         234     $4,650,000     $4,630,305
162    Columbus                        OH                  43240      25,800     $4,612,500     $4,612,500
163    San Diego                       CA                  92101      17,477     $4,600,000     $4,600,000
164    New York                        NY                  10021          47     $4,500,000     $4,500,000
165    Towson                          MD                  21204      34,307     $4,450,000     $4,450,000
166    Monroe                          LA                  71203          66     $4,400,000     $4,386,742
167    New York                        NY                  10128         118     $4,400,000     $4,386,706
168    Nashville                       TN                  37214          94     $4,400,000     $4,381,335
169    Bakersfield                     CA                Various      73,247     $4,300,000     $4,286,783
170    Las Vegas                       NV                  89103      19,445     $4,250,000     $4,226,836
171    Stone Mountain                  GA                  30083      51,772     $4,200,000     $4,200,000
172    Midwest City                    OK                  73110         201     $4,160,000     $4,141,644
173    Brainerd                        MN                  56401         113     $4,150,000     $4,135,746
174    Bowling Green                   KY                  42104      24,000     $4,100,000     $4,094,427
175    Lebanon                         MO                  65536      14,820     $4,100,000     $4,090,126
176    Phoenix                         AZ                  85032         179     $4,000,000     $4,000,000
177    Trussville                      AL                  35173      56,355     $4,000,000     $4,000,000
178    Seattle                         WA                  98101          59     $4,000,000     $4,000,000
179    Kent                            WA                  98032      74,084     $4,000,000     $3,990,993
180    Hoover                          AL                  35226      50,159     $4,000,000     $3,990,647
181    New York                        NY                  10025          60     $4,000,000     $3,990,288
182    New York                        NY                  10028          79     $4,000,000     $3,983,458
183    Atlantic Beach, Neptune Beach   FL           32233, 32266      30,900     $4,000,000     $3,983,312
184    Brentwood                       CA                  94513      60,825     $3,938,000     $3,925,452
185    Various                         CA                Various      17,010     $3,900,000     $3,882,785
186    Gastonia                        NC                  28052      37,364     $3,840,000     $3,827,103
187    Boynton Beach                   FL                  33436      25,015     $3,800,000     $3,800,000
188    Atlanta                         GA                  30311         202     $3,750,000     $3,741,458
189    Frederick                       MD                  21701      22,298     $3,750,000     $3,738,517
190    Brooklyn                        NY                  11235         190     $3,750,000     $3,728,371
191    Lynnfield                       MA                  01940      22,626     $3,725,000     $3,716,403
192    Temecula                        CA                  92591      11,200     $3,700,000     $3,700,000
193    Laurel                          MD                  20723      19,976     $3,700,000     $3,700,000
194    Colorado Springs                CO                  80909      40,548     $3,700,000     $3,700,000
195    Charleston                      SC                  29407      56,220     $3,700,000     $3,695,058
196    College Station                 TX                  77840         176     $3,700,000     $3,691,696
197    Hartsville                      SC                  29550          74     $3,700,000     $3,688,418
198    New York                        NY                  10003          69     $3,650,000     $3,638,104
199    Carthage                        NC                  28327      47,900     $3,630,000     $3,617,061
200    Lake Jackson                    TX                  77566         200     $3,600,000     $3,600,000
201    Riviera Beach                   FL                  33407      47,306     $3,600,000     $3,595,040
202    Yucaipa                         CA                  92399         182     $3,525,000     $3,509,758
203    Costa Mesa                      CA                  92626       7,784     $3,500,000     $3,500,000
204    Valdosta                        GA                  31601      59,575     $3,507,000     $3,495,842
205    Flushing                        NY                  11354         384     $3,500,000     $3,491,571
206    Atlanta                         GA                  30308      15,092     $3,500,000     $3,491,488
207    Signal Hill                     CA                  90755      51,890     $3,500,000     $3,488,593
208    Cathedral City                  CA                  92234      21,796     $3,500,000     $3,485,563
209    Staten Island                   NY                  10301         140     $3,500,000     $3,474,813
210    Houston                         TX                  77017          70     $3,350,000     $3,319,199
211    Nyack                           NY                  10960          94     $3,300,000     $3,295,852
212    Buffalo                         MN                  55313     132,000     $3,300,000     $3,295,458
213    Toledo                          OH                  43612      65,596     $3,300,000     $3,259,690
214    Copperas Cove                   TX                  76522      18,500     $3,245,000     $3,240,589
215    Simpsonville                    SC                  29680          84     $3,225,000     $3,204,869
216    Hesperia                        CA                  92345      59,271     $3,200,000     $3,200,000
217    Tucson                          AZ                  85718      20,309     $3,170,000     $3,165,557
218    Fernandina Beach                FL                  32034      27,949     $3,160,000     $3,149,525
219    Charlottesville                 VA                  22901          47     $3,100,000     $3,100,000
220    Puyallup                        WA                  98372      56,520     $3,100,000     $3,090,289
221    Pontiac                         MI                  48340         120     $3,111,000     $3,082,678
222    Shreveport                      LA                  71109      70,295     $3,040,000     $3,030,561
223    Payson                          UT                  84651     204,000     $3,500,000     $3,012,949
224    Lynwood                         CA                  90262      11,474     $3,000,000     $3,000,000
225    Westerville                     OH                  43082      13,732     $3,000,000     $3,000,000
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
229    Lumberton                       NC                  28360         105     $3,010,000     $2,997,485
230    Moreno Valley                   CA                  92553      34,807     $3,000,000     $2,993,300
231    North Las Vegas                 NV                  89032      10,962     $3,000,000     $2,992,668
232    Jacksonville                    FL                  32246      35,200     $3,000,000     $2,990,779
233    Jersey Village                  TX                  77065      13,013     $3,000,000     $2,989,619
234    Prestonsburg                    KY                  41653          70     $3,000,000     $2,987,057
235    Mamaroneck                      NY                  10543          70     $3,000,000     $2,983,968
236    Barboursville                   WV                  25504         129     $3,000,000     $2,982,616
237    Houston                         TX                  77017         140     $3,000,000     $2,956,904
238    Scottsdale                      AZ                  85260      38,500     $3,000,000     $2,918,077
239    Las Vegas                       NV                  89147       9,818     $2,900,000     $2,900,000
240    Greensboro                      NC                  27401      67,222     $2,900,000     $2,900,000
241    Kissimmee                       FL                  32244      13,050     $3,500,000     $2,887,503
242    Alpharetta                      GA                  30022       8,149     $2,900,000     $2,878,325
243    Reisterstown                    MD                  21136      21,545     $2,900,000     $2,872,051
244    Binghamton                      NY                  13905      37,082     $2,875,000     $2,860,352
245    Murrieta                        CA                  92562       8,580     $2,850,000     $2,834,035
246    Elmhurst                        IL                  60126      15,954     $2,800,000     $2,800,000
247    Fort Worth                      TX                  76104         114     $2,800,000     $2,800,000
248    New York                        NY                  10028          56     $2,800,000     $2,791,540
249    Farmingdale                     NY                  11735          90     $2,800,000     $2,780,118
250    San Marcos                      TX                  78666         147     $2,768,000     $2,756,386
251    Thornton                        CO                  80229      12,514     $2,700,000     $2,700,000
252    Minneapolis                     MN                  55401      81,525     $2,600,000     $2,600,000
253    Phoenix                         AZ                  85028      24,509     $2,600,000     $2,600,000
254    Phoenix                         AZ                  85008          83     $2,600,000     $2,600,000
255    New York                        NY                  10028          89     $2,600,000     $2,600,000
256    New York                        NY                  10021          41     $2,600,000     $2,600,000
257    Sandston                        VA                  23150          61     $2,600,000     $2,592,015
258    Lynnwood                        WA                  98037          54     $2,566,000     $2,566,000
259    Jackson                         MO                  63755         180     $2,536,000     $2,516,248
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
263    Vicksburg                       MS                  39180     100,680     $2,500,000     $2,486,374
264    Louisville                      KY                  40258          90     $2,480,000     $2,469,555
265    New York                        NY                  10028          68     $2,511,839     $2,446,939
266    Jackson Heights                 NY                  11372         160     $2,450,000     $2,415,245
267    Newport News                    VA                  23606      44,000     $2,400,000     $2,392,940
268    Sterling                        VA                  20164      13,670     $2,370,000     $2,370,000
269    Seattle                         WA                  98112          30     $2,360,000     $2,360,000
270    Wilmington                      NC                  28401          52     $1,200,000     $1,197,240
271    High Point                      NC                  27284          56     $1,150,000     $1,147,355
272    Nashville                       TN                  37211         140     $2,350,000     $2,340,471
273    Atlanta                         GA                  30318      46,665     $2,350,000     $2,340,009
274    Anaheim                         CA                  92801      54,022     $2,300,000     $2,300,000
275    Milwaukie                       OR                  97222          79     $2,300,000     $2,300,000
276    Various                         GA                Various      79,000     $2,270,000     $2,260,349
277    Phoenix                         AZ                  85028      45,015     $2,250,000     $2,241,351
278    Virginia Beach                  VA                  23455          63     $2,233,000     $2,233,000
279    Columbia                        TN                  38401          60     $2,200,000     $2,190,668
280    New York                        NY                  10024          50     $2,200,000     $2,184,674
281    Eastchester                     NY                  10709         126     $2,500,000     $2,138,591
282    Yonkers                         NY                  10701         156     $2,500,000     $2,138,027
283    Puyallup                        WA                  98372      11,695     $2,130,000     $2,130,000
284    Brooklyn                        NY                  11235         155     $2,500,000     $2,103,170
285    Douglasville                    GA                  30135      12,084     $2,100,000     $2,100,000
286    Altamonte Springs               FL                  32714      22,090     $2,100,000     $2,094,992
287    Raleigh                         NC                  27601      54,717     $2,225,000     $2,067,308
288    Panama City Beach               FL                  32408      42,665     $2,050,000     $2,040,922
289    Kenmore                         WA                  98028      10,490     $2,038,000     $2,031,555
290    Seattle                         WA                  98115      14,406     $2,035,000     $2,028,828
291    Homewood                        IL                  60430       6,510     $2,011,500     $2,011,500
292    East Point                      GA                  30344         120     $2,000,000     $2,000,000
293    Kent                            WA                  98031          61     $2,000,000     $2,000,000
294    Los Angeles                     CA                  90019      16,110     $2,000,000     $1,997,326
295    New York                        NY                  10028          38     $2,000,000     $1,994,742
296    Landenberg                      PA                  19350          36     $2,000,000     $1,994,161
297    Plano                           TX                  75075      10,880     $2,000,000     $1,990,904
298    Elmhurst                        NY                  11373          75     $2,000,000     $1,990,695
299    Chesterfield                    MI                  48051       9,742     $1,985,000     $1,985,000
300    Aurora                          CO                  80012      13,905     $2,295,000     $1,979,766
301    East Rockaway                   NY                  11518          74     $2,315,000     $1,955,840
302    Columbus                        OH                  43219       6,300     $1,940,000     $1,937,284
303    Scottsdale                      AZ                  85251      17,770     $1,930,000     $1,925,821
304    Seattle                         WA                  98122      10,000     $1,925,000     $1,925,000
305    Corpus Christi                  TX                  78416      40,835     $1,912,000     $1,903,687
306    Venice                          CA                  90291      10,449     $1,900,000     $1,895,550
307    Houston                         TX                  77025          64     $1,892,000     $1,889,501
308    New York                        NY                  10025          40     $1,892,000     $1,889,387
309    New York                        NY                  10024          47     $2,100,000     $1,886,952
310    Monroe                          NJ                  08831         158     $2,200,000     $1,866,069
311    Strongsville                    OH                  44136       8,800     $1,855,000     $1,855,000
312    Pasadena                        MD                  21122      11,600     $1,855,000     $1,852,510
313    New York                        NY                  10024          60     $1,850,000     $1,850,000
314    Columbus                        OH                  43219       5,300     $1,840,000     $1,837,424
315    Winter Haven                    FL                  33884         157     $1,840,000     $1,835,990
316    Tulsa                           OK                  74133      14,550     $1,850,000     $1,835,476
317    Brooklyn                        NY                  11201      53,487     $1,910,692     $1,803,454
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
321    San Francisco                   CA                  94123          29     $2,000,000     $1,740,120
322    Heath                           OH                  43056      31,276     $1,730,000     $1,722,714
323    Palm Desert                     CA                  92211       6,075     $1,700,000     $1,700,000
324    Greensboro                      NC                  27403          24     $1,700,000     $1,696,077
325    Flushing                        NY                  11355         109     $1,700,000     $1,694,994
326    Spokane                         WA                  99206      33,764     $1,700,000     $1,688,250
327    Glendale                        AZ                  85303       7,150     $1,650,000     $1,639,237
328    Little Rock                     AR                  72204         142     $1,650,000     $1,637,850
329    Columbus                        OH                  43231      22,720     $1,630,000     $1,626,389
330    Placentia                       CA                  92870      70,500     $1,950,000     $1,616,096
331    New York                        NY                  10003          81     $1,600,000     $1,597,314
332    Glendale                        AZ                  85308       6,232     $1,608,750     $1,596,220
333    Frankfort                       IL                  60423       9,259     $1,600,000     $1,595,129
334    New York                        NY                  10011         185     $2,600,000     $1,587,710
335    Colleyville                     TX                  76034      10,015     $1,580,000     $1,565,940
336    New York                        NY                  10128          75     $1,565,000     $1,565,000
337    North Reading                   MA                  01864      19,575     $1,560,000     $1,553,019
338    Norton Shores                   MI                  49444         169     $1,550,000     $1,541,435
339    Hartford                        CT                  06106      39,313     $1,520,000     $1,499,870
340    New York                        NY                  10003          12     $1,500,000     $1,495,018
341    West Hartford                   CT                  06110      29,235     $1,500,000     $1,494,066
342    Great Neck                      NY                  11021          42     $1,500,000     $1,493,366
343    Litchfeild                      NH                  03052          30     $1,500,000     $1,490,749
344    Seguin                          TX                  78155         107     $1,480,000     $1,466,993
345    Pflugerville                    TX                  78660      15,756     $1,456,000     $1,451,676
346    Las Vegas                       NV                  89113      11,737     $1,450,000     $1,448,025
347    Huntington                      WV                  25703          49     $1,450,000     $1,442,373
348    Hastings-on-Hudson              NY                  10706          34     $1,600,000     $1,441,976
349    Ferndale                        MI                  48220          37     $1,440,000     $1,432,305
350    Disputanta                      VA                  23842          67     $1,425,000     $1,423,047
351    Petersburg                      VA                  23803         180     $1,440,000     $1,415,486
352    Streetsboro                     OH                  44241          36     $1,420,000     $1,413,851
353    Orlando                         FL                  32818       9,450     $1,400,000     $1,396,883
354    Las Vegas                       NV                  89119       8,000     $1,400,000     $1,395,721
355    Tustin                          CA                  92780      18,890     $2,100,000     $1,393,663
356    Grass Valley                    CA                  95949      32,069     $1,350,000     $1,347,029
357    Austin                          TX                  78705          54     $1,500,000     $1,341,310
358    Las Vegas                       NV                  89102      50,535     $1,500,000     $1,334,210
359    Rapid City                      SD                  57701          50     $1,330,000     $1,316,991
360    New York                        NY                  10025          63     $1,750,000     $1,298,454
361    Corvallis                       OR                  97330       2,800     $1,300,000     $1,297,158
362    Vista                           CA                  92081      19,850     $1,300,000     $1,294,339
363    New York                        NY                  10016          44     $1,300,000     $1,285,604
364    Maumee                          OH                  43537          42     $1,275,000     $1,273,299
365    Palm Springs                    CA                  92262          22     $1,275,500     $1,270,338
366    Tucker                          GA                  30084      57,276     $1,250,000     $1,244,686
367    Toledo                          OH                  43612          36     $1,230,000     $1,227,208
368    Marietta                        GA                  30067      16,535     $1,200,000     $1,197,376
369    Ventura                         CA                  93003      14,566     $1,185,000     $1,179,905
370    Duluth                          MN                  55811      12,840     $1,175,000     $1,171,583
371    Virginia Beach                  VA                  23452      14,556     $1,160,000     $1,152,817
372    San Diego                       CA                  92105       8,760     $1,150,000     $1,147,298
373    Knoxville                       TN                  37923      20,683     $1,150,000     $1,144,857
374    Bloomfield Township             MI                  48301      12,000     $1,150,000     $1,143,025
375    Seattle                         WA                  98105          33     $1,150,000     $1,141,515
376    Santa Teresa                    NM                  88008          32     $1,125,000     $1,120,583
377    Alamonte Springs                FL                  32714      19,680     $1,100,000     $1,097,377
378    New York                        NY                  10033          42     $1,100,000     $1,096,788
379    Borrego Springs                 CA                  92004          78     $1,100,000     $1,096,599
380    Wake Forest                     NC                  27587          24     $1,100,000     $1,096,561
381    Atlanta                         GA                  30318      30,340     $1,100,000     $1,095,332
382    Houston                         TX                  77007          12     $1,100,000     $1,094,573
383    New York                        NY                  10014          28     $1,100,000     $1,094,408
384    Boyertown                       PA                  19512      25,852     $1,100,000     $1,092,323
385    Yonkers                         NY                  10701          65     $1,500,000     $1,086,917
386    New York                        NY                  10461          56     $1,400,000     $1,082,812
387    Jackson Heights                 NY                  11372         125     $1,400,000     $1,070,070
388    Akron                           OH                  44313          36     $1,060,000     $1,055,949
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
392    Gainesville                     FL                  32608       3,600     $1,000,000       $993,644
393    Crosby                          TX                  77532          32       $980,000       $973,170
394    Hartford                        CT                  06106      58,516       $975,000       $971,993
395    Houston                         TX                  77025       8,000       $961,000       $958,035
396    El Paso                         TX                  79904      22,448       $955,000       $948,672
397    Mamaroneck                      NY                  10549          33       $950,000       $942,444
398    Grapevine                       TX                  76051       8,358       $938,000       $938,000
399    Stamford                        CT                  06906          43       $900,000       $895,839
400    Montour Falls                   NY                  14865          32       $875,000       $872,381
401    Mayfield Heights                OH                  44124          45       $850,000       $847,347
402    Riverdale                       NY                  10463          91       $850,000       $838,509
403    New York                        NY                  10013          12       $825,000       $825,000
404    Richmond                        VA                  23221          16       $825,000       $822,488
405    Cheektowaga                     NY                  14225          24       $740,000       $740,000
406    Lakeside                        CA                  92040       5,940       $730,000       $726,778
407    Bronxville                      NY                  10708          45       $900,000       $725,620
408    New York                        NY                  10021          28       $675,000       $675,000
409    New York                        NY                  10019          20       $600,000       $595,970
410    Allentown                       PA                  18103          12       $590,000       $587,529
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>
1                360             360              84                 80       6.6085%    6.5877%
2                360             352              60                 52       4.4198%    4.3990%
3                360             360             120                118       5.6200%    5.5192%
4                360             360             120                118       5.6200%    5.5192%
5                360             360             120                118       5.6200%    5.5192%
6                360             360             121                118       5.3000%    5.2792%
7      Interest Only   Interest Only             120                117       4.9800%    4.9292%
8                360             360             120                117       5.5400%    5.4892%
9                360             360             121                117       5.2500%    5.2292%
10               360             360              84                 83       6.0300%    5.9970%
11               360             360             120                115       5.3400%    5.3192%
12               300             300             120                112       6.1100%    6.0757%
13               360             358             121                119       5.7350%    5.7142%
14               360             360             120                117       5.5700%    5.4692%
15               360             360             120                119       5.4800%    5.3992%
16               360             358             120                118       5.4800%    5.3792%
17               360             357             120                117       5.2500%    5.1492%
18               360             360             122                118       6.1700%    6.1492%
19               360             360             120                119       5.2700%    5.1692%
20               360             360             120                119       5.3700%    5.2692%
21               360             358             121                119       5.6700%    5.6492%
22               360             360             120                119       5.2100%    5.1092%
23               360             360             120                119       5.2000%    5.0992%
24               360             360             120                103       5.5500%    5.4992%
25               360             360             120                120       5.5100%    5.4092%
26               360             360              60                 57       5.4500%    5.4292%
27               360             356             120                116       5.7800%    5.7592%
28               360             360             120                119       5.2000%    5.0992%
29               360             360             120                113       5.4420%    5.4212%
30               360             349             120                109       4.9100%    4.8892%
31               264             264             120                119       5.4500%    5.4292%
32               264             264             121                120       5.4500%    5.4292%
33               264             264             120                119       5.4500%    5.4292%
34               264             264             120                119       5.4500%    5.4292%
35               264             264             120                119       5.4500%    5.4292%
36               264             264             120                119       5.4500%    5.4292%
37               264             264             120                119       5.4500%    5.4292%
38               360             357             121                118       5.4200%    5.3992%
39               360             360             120                119       5.2600%    5.1592%
40               360             360             120                118       5.4500%    5.4192%
41               360             360             120                120       5.7200%    5.6192%
42               360             356             120                116       5.7700%    5.7492%
43               360             360             121                116       5.0000%    4.9792%
44               300             298             120                118       6.1100%    6.0592%
45               300             292             120                112       5.9500%    5.9292%
46               300             300              60                 55       6.2000%    6.1792%
47               360             357             120                117       5.4900%    5.4392%
48               360             360             120                115       5.2800%    5.2292%
49               300             293              60                 53       6.1900%    6.1692%
50               360             360             120                117       5.5000%    5.4692%
51               360             360             119                118       5.6000%    5.5792%
52               300             298             120                118       6.1000%    6.0305%
53               360             360              84                 83       5.5400%    5.4392%
54               300             296             121                117       5.4400%    5.4192%
55               360             360             120                116       5.3500%    5.3292%
56               360             360             120                112       5.0300%    5.0092%
57               360             360             120                120       5.6900%    5.5892%
58               300             296             120                116       5.3600%    5.3392%
59               360             360             121                119       5.6400%    5.6192%
60               360             357             120                117       5.8000%    5.7392%
61               360             360             120                118       5.9100%    5.8092%
62               360             359             120                119       5.6000%    5.5492%
63               360             360             120                119       5.5100%    5.4092%
64               360             358             120                118       5.4900%    5.3892%
65               360             360             121                118       5.7200%    5.6992%
66               360             358             121                119       5.6700%    5.6492%
67               360             357             120                117       6.3200%    6.2992%
68               360             360             122                117       5.3000%    5.2792%
69               360             360             120                117       5.6900%    5.5892%
70               360             360             120                115       5.1400%    5.1192%
71               360             360             120                117       5.5900%    5.5692%
72               360             357             120                117       6.1600%    6.1392%
73     Interest Only   Interest Only             120                117       5.5600%    5.5392%
74               360             359             120                119       5.4800%    5.4592%
75               360             360             120                118       5.4500%    5.4292%
76     Interest Only   Interest Only             120                115       5.1600%    5.1392%
77               360             357             120                117       5.8700%    5.7892%
78     Interest Only   Interest Only             120                118       5.2500%    5.1992%
79               360             359             120                119       5.5700%    5.4892%
80               360             360              60                 59       5.7800%    5.6792%
81               360             358             121                119       5.7000%    5.6792%
82     Interest Only   Interest Only             119                117       4.9800%    4.9592%
83               300             298             120                118       6.0500%    6.0292%
84               300             296             121                117       5.4500%    5.4292%
85               360             354             121                115       5.7800%    5.7592%
86     Interest Only   Interest Only              60                 56       5.4400%    5.4192%
87               300             300              84                 83       5.7500%    5.6492%
88               336             335             120                119       6.0700%    6.0492%
89               300             296              60                 56       6.0200%    5.9992%
90               312             311             120                119       5.5000%    5.4492%
91               360             360             120                116       5.2350%    5.1942%
92               360             360             120                116       5.4700%    5.3892%
93     Interest Only   Interest Only             120                116       5.1000%    5.0792%
94               360             358             120                118       5.3800%    5.3592%
95               360             357             120                117       5.7850%    5.7342%
96               360             360             119                116       5.4500%    5.4292%
97               300             296              84                 80       6.0200%    5.9992%
98               360             360             120                118       5.5700%    5.4692%
99               360             360             117                112       5.3200%    5.2992%
100              360             358             120                118       5.8950%    5.8742%
101              316             315             120                119       6.0300%    6.0092%
102              360             360             120                117       5.4300%    5.4092%
103              360             359             120                119       5.5800%    5.4792%
104              360             359             120                119       5.5000%    5.4492%
105              360             360             120                117       5.5000%    5.4792%
106              360             360             120                117       5.6400%    5.6192%
107    Interest Only   Interest Only             120                117       5.0800%    4.9992%
108              360             360             120                117       5.5000%    5.4792%
109              360             360              60                 51       5.1700%    5.1492%
110              360             360             120                118       5.7700%    5.7492%
111              360             360             120                118       5.6300%    5.5492%
112              360             359             120                119       5.6000%    5.5792%
113              360             357             119                116       5.6000%    5.5792%
114              360             358             120                118       5.6500%    5.6292%
115              360             360             121                116       5.1600%    5.1392%
116              300             297             120                117       5.4200%    5.3392%
117              360             358             120                118       5.5600%    5.5092%
118    Interest Only   Interest Only             120                116       5.0000%    4.9792%
119              360             359             144                143       5.9200%    5.8192%
120              360             360             120                115       5.2800%    5.2592%
121              360             360             120                118       5.5800%    5.4792%
122              360             358             120                118       5.6500%    5.5492%
123              360             357             120                117       5.3300%    5.3092%
124              360             360             120                115       5.4300%    5.4092%
125    Interest Only   Interest Only             120                115       5.0400%    4.9592%
126              360             360             120                118       5.5300%    5.4492%
127              360             356             121                117       5.3100%    5.2892%
128              240             159             120                 39       7.2500%    7.1492%
129              360             360             121                111       5.5250%    5.5042%
130              360             360             121                119       5.7100%    5.6492%
131              360             360             120                118       5.4300%    5.4092%
132              300             296             120                116       5.8500%    5.8292%
133              360             360             120                115       5.2600%    5.2392%
134              360             360             120                117       5.4500%    5.3892%
135              360             360             120                117       5.0000%    4.8992%
136              360             360             120                115       5.3100%    5.2292%
137              252             251             120                119       5.9800%    5.9292%
138              252             251             120                119       5.9800%    5.9292%
139              252             251             120                119       5.9800%    5.9292%
140              252             251             120                119       5.9800%    5.9292%
141              360             360             120                118       5.6000%    5.5492%
142              300             294             120                114       5.3100%    5.2892%
143              360             358             120                118       5.4700%    5.4192%
144              360             360             120                112       4.9900%    4.9692%
145              360             355             121                116       5.4000%    5.3792%
146              360             358             121                119       5.6700%    5.6492%
147              360             360             121                117       5.3800%    5.3592%
148    Interest Only   Interest Only             180                177       5.4200%    5.3392%
149              360             359             120                119       5.5700%    5.4692%
150              300             296             120                116       5.5000%    5.4192%
151              360             359             120                119       5.5000%    5.3992%
152              360             360             121                110       5.3300%    5.3092%
153              360             359             120                119       5.5700%    5.4892%
154              360             358             120                118       5.3300%    5.3092%
155              360             356             121                117       5.6800%    5.6592%
156              360             360             120                119       5.6800%    5.5542%
157              360             357             121                118       5.0400%    5.0192%
158              360             358             120                118       5.3900%    5.2892%
159              360             360             120                113       5.2000%    5.1792%
160              360             360             120                116       5.6500%    5.6292%
161              360             356             121                117       5.7100%    5.5992%
162              360             360             120                118       5.4700%    5.3692%
163              360             360             121                115       5.4300%    5.4092%
164    Interest Only   Interest Only             120                117       5.1600%    5.0792%
165              360             360             120                116       5.2500%    5.1692%
166              300             298             121                119       6.1100%    6.0892%
167              480             475             120                115       5.1600%    5.0792%
168              300             297             120                117       6.1600%    6.1392%
169              360             357             120                117       5.8700%    5.7892%
170              360             355             120                115       5.4200%    5.3992%
171              360             360             120                116       5.7500%    5.7292%
172              360             356             121                117       5.4920%    5.4712%
173              360             357             120                117       5.2800%    5.2592%
174              360             359             120                119       5.7800%    5.7592%
175              360             358             120                118       5.3400%    5.2892%
176              360             360             120                116       5.0500%    5.0292%
177              360             360             120                117       5.8000%    5.6992%
178              360             360             120                119       5.5800%    5.5292%
179              360             358             120                118       5.7500%    5.6492%
180              360             358             120                118       5.5200%    5.4192%
181              360             358             120                118       5.2900%    5.2092%
182              420             415             120                115       5.1600%    5.0792%
183              360             356             120                116       5.7900%    5.7692%
184              360             357             120                117       5.6800%    5.6292%
185              360             356             120                116       5.4900%    5.4692%
186              360             357             120                117       5.4000%    5.3792%
187              360             360             120                117       5.8700%    5.8492%
188              360             358             120                118       5.6800%    5.5792%
189              360             357             120                117       5.8900%    5.8692%
190              360             355             120                115       5.1300%    5.0492%
191              360             358             119                117       5.6000%    5.5792%
192              360             360             120                116       6.0200%    5.9992%
193              360             360             120                116       5.1200%    5.0992%
194              360             360             120                116       5.7000%    5.6792%
195              360             359              60                 59       5.9500%    5.8692%
196              360             358             120                118       5.7700%    5.6692%
197              300             298             120                118       5.8300%    5.8092%
198              360             357             120                117       5.5600%    5.4792%
199              360             357             119                116       5.0800%    5.0592%
200              360             360             121                116       5.1650%    5.1442%
201              360             359             120                119       5.6500%    5.5992%
202              360             356             120                116       5.6000%    5.5792%
203              360             360             120                113       4.9800%    4.9592%
204              300             298             120                118       5.7100%    5.6292%
205              360             358             120                118       5.3400%    5.2592%
206              360             358              84                 82       5.2800%    5.1792%
207              360             357             120                117       5.5600%    5.5392%
208              360             356             120                116       5.8500%    5.7992%
209              360             354             120                114       4.9600%    4.8792%
210              300             294             120                114       5.5700%    5.5492%
211              480             478             120                118       5.6700%    5.5892%
212              360             359             120                119       5.6600%    5.5592%
213              360             348             120                108       5.6800%    5.5692%
214              360             359             120                119       5.7800%    5.7592%
215              300             296             120                116       5.5300%    5.5092%
216              360             360             120                118       5.8600%    5.8392%
217              360             359             120                119       5.4900%    5.3892%
218              360             357             120                117       5.4700%    5.4492%
219              360             360             120                117       5.5000%    5.4792%
220              360             357             120                117       5.7700%    5.7492%
221              360             352             120                112       5.1200%    5.0592%
222              300             298             120                118       5.8900%    5.8692%
223              180             139             180                139       7.6500%    7.5492%
224    Interest Only   Interest Only              60                 59       6.0900%    5.9892%
225              360             360             120                118       5.4700%    5.3692%
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%
229              300             297              84                 81       6.2900%    6.2692%
230              360             358             120                118       5.8000%    5.7792%
231              360             358             120                118       5.2500%    5.1492%
232              360             357             120                117       5.8700%    5.8492%
233              360             357             119                116       5.2400%    5.2192%
234              300             297             121                118       6.0500%    6.0292%
235              360             355             120                115       5.5200%    5.4392%
236              300             296             122                118       6.0200%    5.9992%
237              300             291             120                111       5.2500%    5.2292%
238              300             282              84                 66       5.9500%    5.8492%
239              360             360             120                116       5.9500%    5.8892%
240              360             360             120                118       5.7100%    5.6892%
241              240             164             240                164       7.5000%    7.3992%
242              300             295             120                115       5.6900%    5.6092%
243              228             224             228                224       5.8800%    5.7992%
244              360             355             120                115       5.7600%    5.7392%
245              360             355             121                116       5.2800%    5.1692%
246              360             360             120                114       5.5300%    5.5092%
247              360             360             121                113       5.0200%    4.9592%
248              480             475             120                115       5.1600%    5.0792%
249              360             354             120                114       5.0300%    4.9492%
250              360             356             120                116       5.7600%    5.7392%
251              360             360             120                116       5.3600%    5.3392%
252              360             360             120                118       5.8900%    5.8692%
253    Interest Only   Interest Only              60                 55       5.7500%    5.7292%
254              360             360             120                117       5.7400%    5.6792%
255    Interest Only   Interest Only             120                117       5.4700%    5.3892%
256    Interest Only   Interest Only             120                116       5.0000%    4.9192%
257              300             298             120                118       5.9700%    5.9492%
258              360             360             120                118       5.5100%    5.4892%
259              360             353             120                113       5.2800%    5.2592%
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%
263              360             355             120                115       5.4200%    5.3992%
264              360             356             120                116       5.7400%    5.7192%
265              329             305             149                125       7.0200%    6.9192%
266              240             234             120                114       5.2500%    5.1692%
267              360             357             121                118       6.1000%    6.0792%
268              360             360             120                117       6.0900%    6.0692%
269              360             360             120                117       5.4000%    5.3792%
270              360             358             120                118       5.6200%    5.5992%
271              360             358             120                118       5.6200%    5.5992%
272              360             356             120                116       5.9400%    5.9192%
273              360             356             122                118       5.6900%    5.6692%
274              360             360             121                118       5.5800%    5.5592%
275              360             360             120                113       5.7100%    5.6892%
276              360             356             122                118       5.6900%    5.6692%
277              360             356             120                116       6.2200%    6.1992%
278              360             360             122                119       5.7000%    5.6792%
279              300             297             120                117       6.1600%    6.1392%
280              360             354             120                114       5.1300%    5.0492%
281              300             198             300                198       8.4800%    8.3792%
282              300             196             180                 76       8.7000%    8.5992%
283              360             360             120                118       5.6700%    5.6492%
284              300             190             180                 70       8.6000%    8.4992%
285              360             360             120                116       5.0800%    5.0592%
286              360             358             120                118       5.4000%    5.3792%
287              300             247             120                 67       7.5500%    7.4492%
288              300             297             120                117       5.8800%    5.8592%
289              360             357             120                117       5.7200%    5.6992%
290              360             357             120                117       5.9400%    5.9192%
291              360             360             120                116       5.9500%    5.8892%
292              360             360              60                 51       5.2500%    5.2292%
293              360             360             120                117       5.4700%    5.4492%
294              360             359             120                119       5.9400%    5.9192%
295              480             476             120                116       5.0100%    4.9292%
296              360             357             120                117       6.1400%    6.1192%
297              360             356             121                117       5.3300%    5.3092%
298              360             356             120                116       5.2100%    5.1292%
299              360             360             120                116       6.0400%    6.0192%
300              300             214             240                154       7.0000%    6.8992%
301              300             190             300                190       8.8000%    8.6992%
302              360             359             120                119       5.5000%    5.4492%
303              360             358             120                118       5.9900%    5.9092%
304              360             360             120                116       5.7900%    5.7692%
305              300             297             120                117       6.0000%    5.9492%
306              360             358             120                118       5.5100%    5.4892%
307              360             359             121                119       6.0600%    6.0392%
308              360             359             120                119       5.6300%    5.5492%
309              360             266             180                 86       7.0500%    6.9492%
310              300             204             300                204       7.3600%    7.2592%
311              360             360             121                118       5.8400%    5.7792%
312              360             359             120                119       5.9000%    5.8492%
313    Interest Only   Interest Only             120                114       5.0300%    4.9492%
314              360             359             120                119       5.5000%    5.4492%
315              360             358              60                 58       5.9500%    5.9292%
316              360             353             120                113       5.2400%    5.2092%
317              228             204             228                204       6.6560%    6.5552%
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%
321              240             181             240                181       7.3750%    7.2742%
322              360             356             120                116       5.7400%    5.7192%
323              360             360             120                118       5.8600%    5.7992%
324              360             358             120                118       5.6000%    5.5792%
325              480             475             120                115       5.2500%    5.1692%
326              300             295             120                115       6.1800%    6.1592%
327              360             354             120                114       5.4700%    5.4092%
328              360             353              60                 53       5.5600%    5.5392%
329              360             358             120                118       5.8500%    5.8292%
330              264             179             120                 35       7.2500%    7.1492%
331              480             477             120                117       5.6100%    5.5292%
332              360             353             121                114       5.2800%    5.1992%
333              360             357             120                117       5.9200%    5.8392%
334              180              87             180                 87       6.9300%    6.8292%
335              360             351             120                111       5.8500%    5.8292%
336    Interest Only   Interest Only             120                115       5.1000%    5.0192%
337              360             356             120                116       5.4170%    5.3962%
338              360             355             120                115       5.3500%    5.3292%
339              360             347             120                107       5.8400%    5.8192%
340              360             357             120                117       5.4600%    5.3792%
341              360             356             120                116       6.0700%    6.0492%
342              360             356             180                176       5.4800%    5.3992%
343              300             296             121                117       5.6100%    5.5892%
344              360             351             120                111       5.9100%    5.8892%
345              360             357             120                117       6.0500%    6.0292%
346              360             359             120                119       5.7600%    5.6592%
347              360             355             120                115       5.6000%    5.5792%
348              300             223             300                223       8.5000%    8.3992%
349              360             355             120                115       5.5200%    5.4992%
350              360             359             120                119       5.7000%    5.6792%
351              360             345              60                 45       5.2400%    5.2192%
352              360             356             122                118       5.5920%    5.5712%
353              360             358              60                 58       5.8200%    5.7392%
354              360             357             120                117       5.9000%    5.8792%
355              120              69             120                 69       7.5000%    7.3992%
356              360             358             120                118       5.8900%    5.8692%
357              240             187             120                 67       7.6700%    7.5692%
358              300             223             120                 43       7.6250%    7.5242%
359              360             349             120                109       6.3500%    6.3292%
360              300             155             180                 35       7.9000%    7.7992%
361              360             358             120                118       5.9300%    5.8792%
362              300             297             120                117       5.9900%    5.9092%
363              240             235             240                235       5.7600%    5.6792%
364              360             359             120                119       5.9600%    5.9392%
365              360             356             120                116       5.9500%    5.9292%
366              360             356             122                118       5.6900%    5.6692%
367              360             358             120                118       5.7000%    5.6792%
368              360             358             180                178       5.9300%    5.8492%
369              360             356             120                116       5.6300%    5.5692%
370              360             357             120                117       6.1600%    6.1392%
371              336             331             121                116       5.4900%    5.4692%
372              360             358             118                116       5.4900%    5.4692%
373              360             356             121                117       5.4200%    5.3992%
374              300             296             120                116       5.7200%    5.6392%
375              360             353             120                113       5.5500%    5.5292%
376              360             356             120                116       6.1100%    6.0892%
377              360             358             120                118       5.4000%    5.3792%
378              480             475             120                115       5.2800%    5.1992%
379              300             298             121                119       5.9200%    5.8092%
380              360             357             120                117       5.7800%    5.7592%
381              360             356             122                118       5.7000%    5.6792%
382              360             355             120                115       5.9200%    5.8992%
383              420             414             120                114       5.2200%    5.1392%
384              300             295             120                115       6.1200%    6.0992%
385              240             125             240                125       8.8200%    8.7192%
386              240             148             240                148       7.3400%    7.2392%
387              240             141             240                141       8.0700%    7.9692%
388              360             356             120                116       6.2500%    6.2292%
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%
392              300             296             120                116       5.4100%    5.3892%
393              360             353             120                113       5.8300%    5.8092%
394              300             298             120                118       5.9400%    5.9192%
395              360             357             120                117       5.8500%    5.8292%
396              300             295              60                 55       6.4400%    6.4192%
397              300             295             120                115       5.4200%    5.3392%
398              360             360             120                116       6.4200%    6.3992%
399              360             355             120                115       6.2400%    6.1592%
400              360             357             121                118       6.0100%    5.9892%
401              300             298             120                118       5.8500%    5.8292%
402              180             176             180                176       6.2900%    6.2092%
403    Interest Only   Interest Only             120                115       5.3700%    5.2892%
404              360             357             120                117       5.9200%    5.8992%
405              360             360             120                116       6.0000%    5.9792%
406              360             356             120                116       5.4900%    5.4692%
407              300             175             180                 55       8.5000%    8.3992%
408    Interest Only   Interest Only             120                 43       7.4100%    7.3092%
409              300             296             120                116       5.0400%    4.9592%
410              360             356             121                117       5.7700%    5.7492%
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
#      (30/360 / Actual/360)   Payment      Date         Date         ARD (3)
----   ---------------------   ----------   ----------   ----------   ----------
<S>    <C>                     <C>          <C>          <C>          <C>
1      Actual/360              $1,789,530   12/11/2005   11/11/2012   N/A
2      Actual/360                $884,631   8/5/2005     7/5/2010     N/A
3      Actual/360                $337,322   2/1/2006     1/1/2016     N/A
4      Actual/360                $322,824   2/1/2006     1/1/2016     N/A
5      Actual/360                $316,898   2/1/2006     1/1/2016     N/A
6      Actual/360                $422,032   1/11/2006    1/11/2016    N/A
7      Actual/360                $294,535   1/1/2006     12/1/2015    N/A
8      Actual/360                $370,696   1/1/2006     12/1/2015    N/A
9      Actual/360                $267,819   12/11/2005   12/11/2015   N/A
10     Actual/360                $257,434   3/1/2006     2/1/2013     N/A
11     Actual/360                $228,694   11/11/2005   10/11/2015   N/A
12     Actual/360                $263,672   8/1/2005     7/1/2015     N/A
13     Actual/360                $206,888   2/11/2006    2/11/2016    N/A
14     Actual/360                $165,935   1/1/2006     12/1/2015    N/A
15     Actual/360                $149,990   3/1/2006     2/1/2016     N/A
16     Actual/360                $141,634   2/1/2006     1/1/2016     N/A
17     Actual/360                $129,768   1/1/2006     12/1/2015    N/A
18     Actual/360                $136,757   12/11/2005   1/11/2016    N/A
19     Actual/360                $118,990   3/1/2006     2/1/2016     N/A
20     Actual/360                $120,326   3/1/2006     2/1/2016     N/A
21     Actual/360                $122,931   2/11/2006    2/11/2016    N/A
22     Actual/360                $116,323   3/1/2006     2/1/2016     N/A
23     Actual/360                $113,858   3/1/2006     2/1/2016     N/A
24     Actual/360                $111,503   11/1/2004    10/1/2014    N/A
25     Actual/360                $109,420   4/1/2006     3/1/2016     N/A
26     Actual/360                $108,414   1/11/2006    12/11/2010   N/A
27     Actual/360                $110,656   12/11/2005   11/11/2015   N/A
28     Actual/360                $102,409   3/1/2006     2/1/2016     N/A
29     Actual/360                $104,651   9/11/2005    8/11/2015    N/A
30     Actual/360                 $99,094   5/11/2005    4/11/2015    N/A
31     Actual/360                 $42,300   3/11/2006    2/11/2016    N/A
32     Actual/360                 $21,508   3/11/2006    3/11/2016    N/A
33     Actual/360                 $20,813   3/11/2006    2/11/2016    N/A
34     Actual/360                 $17,304   3/11/2006    2/11/2016    N/A
35     Actual/360                  $5,765   3/11/2006    2/11/2016    N/A
36     Actual/360                  $5,553   3/11/2006    2/11/2016    N/A
37     Actual/360                  $2,793   3/11/2006    2/11/2016    N/A
38     Actual/360                $100,175   1/11/2006    1/11/2016    N/A
39     Actual/360                 $98,016   3/1/2006     2/1/2016     N/A
40     Actual/360                 $95,992   2/11/2006    1/11/2016    N/A
41     Actual/360                 $98,884   4/1/2006     3/1/2016     N/A
42     Actual/360                 $99,423   12/11/2005   11/11/2015   N/A
43     Actual/360                 $90,186   11/11/2005   11/11/2015   N/A
44     Actual/360                 $97,656   2/1/2006     1/1/2016     N/A
45     Actual/360                 $94,584   8/11/2005    7/11/2015    N/A
46     Actual/360                 $91,921   11/11/2005   10/11/2010   N/A
47     Actual/360                 $78,524   1/1/2006     12/1/2035    12/1/2015
48     Actual/360                 $75,907   11/1/2005    10/1/2035    10/1/2015
49     Actual/360                 $85,276   9/11/2005    8/11/2010    N/A
50     Actual/360                 $71,825   1/11/2006    12/11/2015   N/A
51     Actual/360                 $71,186   3/11/2006    1/11/2016    N/A
52     Actual/360                 $79,352   2/1/2006     1/1/2016     N/A
53     Actual/360                 $68,436   3/1/2006     2/1/2013     N/A
54     Actual/360                 $72,651   12/11/2005   12/11/2015   N/A
55     Actual/360                 $64,218   12/11/2005   11/11/2015   N/A
56     Actual/360                 $61,946   8/11/2005    7/11/2015    N/A
57     Actual/360                 $66,629   4/1/2006     3/1/2016     N/A
58     Actual/360                 $69,662   12/11/2005   11/11/2015   N/A
59     Actual/360                 $64,580   2/11/2006    2/11/2016    N/A
60     Actual/360                 $64,543   1/11/2006    12/11/2015   N/A
61     Actual/360                 $64,722   2/1/2006     1/1/2036     1/1/2016
62     Actual/360                 $60,278   3/1/2006     2/1/2036     2/1/2016
63     Actual/360                 $58,433   3/1/2006     2/1/2016     N/A
64     Actual/360                 $58,134   2/1/2006     1/4/2016     N/A
65     Actual/360                 $58,749   1/11/2006    1/11/2016    N/A
66     Actual/360                 $58,429   2/11/2006    2/11/2016    N/A
67     Actual/360                 $62,028   1/11/2006    12/11/2015   N/A
68     Actual/360                 $55,086   11/11/2005   12/11/2015   N/A
69     Actual/360                 $56,614   1/1/2006     12/1/2015    N/A
70     Actual/360                 $52,905   11/11/2005   10/11/2015   N/A
71     Actual/360                 $53,078   1/11/2006    12/11/2015   N/A
72     Actual/360                 $56,414   1/11/2006    12/11/2015   N/A
73     Actual/360                 $43,266   1/11/2006    12/11/2015   N/A
74     Actual/360                 $52,121   3/11/2006    2/11/2016    N/A
75     Actual/360                 $51,666   2/11/2006    1/11/2016    N/A
76     Actual/360                 $39,238   11/11/2005   10/11/2015   N/A
77     Actual/360                 $53,210   1/1/2006     12/1/2015    N/A
78     30/360                     $39,209   2/1/2006     1/1/2016     N/A
79     Actual/360                 $50,353   3/1/2006     2/1/2016     N/A
80     Actual/360                 $50,937   3/1/2006     2/1/2011     N/A
81     Actual/360                 $50,031   2/11/2006    2/11/2016    N/A
82     Actual/360                 $35,765   2/11/2006    12/11/2015   N/A
83     Actual/360                 $55,026   2/11/2006    1/11/2016    N/A
84     Actual/360                 $51,333   12/11/2005   12/11/2015   N/A
85     Actual/360                 $48,522   10/11/2005   10/11/2015   N/A
86     Actual/360                 $37,460   12/11/2005   11/11/2010   N/A
87     Actual/360                 $50,329   3/1/2006     2/1/2013     N/A
88     Actual/360                 $49,564   3/11/2006    2/11/2016    N/A
89     Actual/360                 $51,481   12/11/2005   11/11/2010   N/A
90     Actual/360                 $47,498   3/1/2006     2/1/2016     N/A
91     Actual/360                 $42,448   12/11/2005   11/11/2015   N/A
92     Actual/360                 $43,009   12/1/2005    11/1/2015    N/A
93     Actual/360                 $32,318   12/11/2005   11/11/2015   N/A
94     Actual/360                 $42,021   2/11/2006    1/11/2016    N/A
95     Actual/360                 $43,935   1/1/2006     12/1/2015    N/A
96     Actual/360                 $41,559   1/11/2006    11/11/2015   N/A
97     Actual/360                 $47,446   12/11/2005   11/11/2012   N/A
98     Actual/360                 $41,770   2/1/2006     1/1/2016     N/A
99     Actual/360                 $40,071   11/11/2005   7/11/2015    N/A
100    Actual/360                 $42,683   2/11/2006    1/11/2016    N/A
101    Actual/360                 $45,203   3/11/2006    2/11/2016    N/A
102    Actual/360                 $40,002   1/11/2006    12/11/2015   N/A
103    Actual/360                 $40,097   3/1/2006     2/1/2016     N/A
104    Actual/360                 $39,745   3/1/2006     2/1/2016     N/A
105    Actual/360                 $39,177   1/11/2006    12/11/2015   N/A
106    Actual/360                 $39,209   1/11/2006    12/11/2015   N/A
107    Actual/360                 $29,186   1/1/2006     12/1/2015    N/A
108    Actual/360                 $38,042   1/11/2006    12/11/2015   N/A
109    Actual/360                 $36,666   7/11/2005    6/11/2010    N/A
110    Actual/360                 $39,185   2/11/2006    1/11/2016    N/A
111    Actual/360                 $38,014   2/1/2006     1/1/2016     N/A
112    Actual/360                 $37,889   3/11/2006    2/11/2016    N/A
113    Actual/360                 $37,889   1/11/2006    11/11/2015   N/A
114    Actual/360                 $37,953   2/11/2006    1/11/2016    N/A
115    Actual/360                 $35,422   11/11/2005   11/11/2015   N/A
116    Actual/360                 $39,606   1/1/2006     12/1/2015    N/A
117    Actual/360                 $36,580   2/1/2006     1/1/2016     N/A
118    Actual/360                 $26,615   12/11/2005   11/11/2015   N/A
119    Actual/360                 $37,448   3/1/2006     2/1/2018     N/A
120    Actual/360                 $34,352   11/11/2005   10/11/2015   N/A
121    Actual/360                 $35,515   2/1/2006     1/1/2016     N/A
122    Actual/360                 $35,789   2/1/2006     1/1/2016     N/A
123    Actual/360                 $34,544   1/11/2006    12/11/2015   N/A
124    Actual/360                 $33,804   11/11/2005   10/11/2035   10/11/2015
125    Actual/360                 $25,550   11/1/2005    10/1/2015    N/A
126    Actual/360                 $34,180   2/1/2006     1/1/2016     N/A
127    Actual/360                 $33,356   12/11/2005   12/11/2015   N/A
128    30/360                     $56,776   7/1/1999     6/1/2009     N/A
129    Actual/360                 $32,852   6/11/2005    6/11/2015    N/A
130    Actual/360                 $33,409   2/11/2006    2/11/2016    N/A
131    Actual/360                 $32,114   2/11/2006    1/11/2016    N/A
132    Actual/360                 $36,204   12/11/2005   11/11/2015   N/A
133    Actual/360                 $30,516   11/11/2005   10/11/2015   N/A
134    Actual/360                 $31,056   1/11/2006    12/11/2015   N/A
135    Actual/360                 $29,525   1/1/2006     12/1/2015    N/A
136    Actual/360                 $30,576   11/1/2005    10/1/2015    N/A
137    Actual/360                 $10,333   3/1/2006     2/1/2027     2/1/2016
138    Actual/360                  $9,893   3/1/2006     2/1/2027     2/1/2016
139    Actual/360                  $9,300   3/1/2006     2/1/2027     2/1/2016
140    Actual/360                  $7,849   3/1/2006     2/1/2027     2/1/2016
141    Actual/360                 $30,426   2/1/2006     1/1/2016     N/A
142    Actual/360                 $31,948   10/11/2005   9/11/2015    N/A
143    Actual/360                 $29,427   2/1/2006     1/1/2036     1/1/2016
144    Actual/360                 $27,615   8/11/2005    7/11/2015    N/A
145    Actual/360                 $28,638   11/11/2005   11/11/2015   N/A
146    Actual/360                 $29,099   2/11/2006    2/11/2016    N/A
147    Actual/360                 $28,014   12/11/2005   12/11/2015   N/A
148    Actual/360                 $22,897   1/1/2006     12/1/2020    N/A
149    Actual/360                 $28,609   3/1/2006     2/1/2016     N/A
150    Actual/360                 $30,704   12/1/2005    11/1/2015    N/A
151    Actual/360                 $28,162   3/1/2006     2/1/2016     N/A
152    Actual/360                 $27,580   5/11/2005    5/11/2015    N/A
153    Actual/360                 $27,465   3/1/2006     2/1/2016     N/A
154    Actual/360                 $26,744   2/11/2006    1/11/2016    N/A
155    Actual/360                 $27,798   12/11/2005   12/11/2015   N/A
156    Actual/360                 $27,532   3/1/2006     2/1/2016     N/A
157    Actual/360                 $25,615   1/11/2006    1/11/2016    N/A
158    Actual/360                 $26,503   2/1/2006     1/1/2016     N/A
159    Actual/360                 $25,808   9/11/2005    8/11/2015    N/A
160    Actual/360                 $27,130   12/11/2005   11/11/2015   N/A
161    Actual/360                 $27,018   12/11/2005   12/11/2015   N/A
162    Actual/360                 $26,103   2/1/2006     1/1/2016     N/A
163    Actual/360                 $25,917   10/11/2005   10/11/2015   N/A
164    Actual/360                 $19,619   1/1/2006     12/1/2015    N/A
165    Actual/360                 $24,573   12/11/2005   11/11/2015   N/A
166    Actual/360                 $28,646   2/11/2006    2/11/2016    N/A
167    Actual/360                 $21,685   11/1/2005    10/1/2015    N/A
168    Actual/360                 $28,781   1/11/2006    12/11/2015   N/A
169    Actual/360                 $25,422   1/1/2006     12/1/2015    N/A
170    Actual/360                 $23,918   11/11/2005   10/11/2015   N/A
171    Actual/360                 $24,510   12/11/2005   11/11/2015   N/A
172    Actual/360                 $23,599   12/11/2005   12/11/2015   N/A
173    Actual/360                 $22,994   1/11/2006    12/11/2015   N/A
174    Actual/360                 $24,005   3/11/2006    2/11/2016    N/A
175    Actual/360                 $22,869   2/1/2006     1/1/2036     1/1/2016
176    Actual/360                 $21,595   12/11/2005   11/11/2015   N/A
177    Actual/360                 $23,470   1/1/2006     12/1/2015    N/A
178    Actual/360                 $22,913   3/1/2006     2/1/2016     N/A
179    Actual/360                 $23,343   2/1/2006     1/1/2036     1/1/2016
180    Actual/360                 $22,762   2/1/2006     1/1/2016     N/A
181    Actual/360                 $22,187   2/1/2006     1/1/2016     N/A
182    Actual/360                 $20,598   11/1/2005    10/1/2015    N/A
183    Actual/360                 $23,445   12/11/2005   11/11/2015   N/A
184    Actual/360                 $22,806   1/1/2006     12/1/2015    N/A
185    Actual/360                 $22,119   12/11/2005   11/11/2015   N/A
186    Actual/360                 $21,563   1/11/2006    12/11/2015   N/A
187    Actual/360                 $22,466   1/11/2006    12/11/2015   N/A
188    Actual/360                 $21,718   2/1/2006     1/1/2016     N/A
189    Actual/360                 $22,219   1/11/2006    12/11/2015   N/A
190    Actual/360                 $20,430   11/1/2005    10/1/2015    N/A
191    Actual/360                 $21,384   2/11/2006    12/11/2015   N/A
192    Actual/360                 $22,231   12/11/2005   11/11/2015   N/A
193    Actual/360                 $20,135   12/11/2005   11/11/2015   N/A
194    Actual/360                 $21,475   12/11/2005   11/11/2015   N/A
195    Actual/360                 $22,065   3/1/2006     2/1/2011     N/A
196    Actual/360                 $21,639   2/1/2006     1/1/2016     N/A
197    Actual/360                 $23,456   2/11/2006    1/11/2016    N/A
198    Actual/360                 $20,862   1/1/2006     12/1/2015    N/A
199    Actual/360                 $19,664   1/11/2006    11/11/2015   N/A
200    Actual/360                 $19,690   11/11/2005   11/11/2015   N/A
201    Actual/360                 $20,780   3/1/2006     2/1/2016     N/A
202    Actual/360                 $20,236   12/11/2005   11/11/2015   N/A
203    Actual/360                 $18,746   9/11/2005    8/11/2015    N/A
204    Actual/360                 $21,978   2/1/2006     1/1/2016     N/A
205    Actual/360                 $19,523   2/1/2006     1/1/2016     N/A
206    Actual/360                 $19,392   2/1/2006     1/1/2013     N/A
207    Actual/360                 $20,005   1/11/2006    12/11/2015   N/A
208    Actual/360                 $20,648   12/1/2005    11/1/2015    N/A
209    Actual/360                 $18,703   10/1/2005    9/1/2015     N/A
210    Actual/360                 $20,712   10/11/2005   9/11/2015    N/A
211    Actual/360                 $17,404   2/1/2006     1/1/2016     N/A
212    Actual/360                 $19,070   3/1/2006     2/1/2016     N/A
213    Actual/360                 $19,111   4/11/2005    3/11/2015    N/A
214    Actual/360                 $18,999   3/11/2006    2/11/2016    N/A
215    Actual/360                 $19,862   12/11/2005   11/11/2015   N/A
216    Actual/360                 $18,899   2/11/2006    1/11/2016    N/A
217    Actual/360                 $17,979   3/1/2006     2/1/2016     N/A
218    Actual/360                 $17,883   1/11/2006    12/11/2015   N/A
219    Actual/360                 $17,601   1/11/2006    12/11/2015   N/A
220    Actual/360                 $18,130   1/11/2006    12/11/2015   N/A
221    Actual/360                 $16,929   8/11/2005    7/11/2015    N/A
222    Actual/360                 $19,383   2/11/2006    1/11/2016    N/A
223    30/360                     $32,744   11/1/2002    10/1/2017    N/A
224    Actual/360                 $15,436   3/1/2006     2/1/2011     N/A
225    Actual/360                 $16,977   2/1/2006     1/1/2016     N/A
226    Actual/360                 $12,750   12/1/2005    11/1/2015    N/A
227    Actual/360                 $12,927   12/1/2005    11/1/2015    N/A
228    Actual/360                 $13,890   2/1/2006     1/1/2016     N/A
229    Actual/360                 $19,931   1/11/2006    12/11/2012   N/A
230    Actual/360                 $17,603   2/11/2006    1/11/2016    N/A
231    Actual/360                 $16,566   2/1/2006     1/1/2016     N/A
232    Actual/360                 $17,737   1/11/2006    12/11/2015   N/A
233    Actual/360                 $16,548   1/11/2006    11/11/2015   N/A
234    Actual/360                 $19,421   1/11/2006    1/11/2016    N/A
235    Actual/360                 $17,071   11/1/2005    10/1/2015    N/A
236    Actual/360                 $19,366   12/11/2005   1/11/2016    N/A
237    Actual/360                 $17,977   7/11/2005    6/11/2015    N/A
238    30/360                     $19,237   10/1/2004    9/1/2011     N/A
239    Actual/360                 $17,294   12/11/2005   11/11/2015   N/A
240    Actual/360                 $16,850   2/11/2006    1/11/2016    N/A
241    30/360                     $28,196   12/1/1999    11/1/2019    N/A
242    Actual/360                 $18,139   11/1/2005    10/1/2015    N/A
243    Actual/360                 $21,149   12/1/2005    11/1/2024    N/A
244    Actual/360                 $16,796   11/11/2005   10/11/2015   N/A
245    Actual/360                 $15,791   11/11/2005   11/11/2015   N/A
246    Actual/360                 $15,951   10/11/2005   9/11/2015    N/A
247    Actual/360                 $15,065   8/11/2005    8/11/2015    N/A
248    Actual/360                 $13,800   11/1/2005    10/1/2015    N/A
249    Actual/360                 $15,082   10/1/2005    9/1/2015     N/A
250    Actual/360                 $16,171   12/11/2005   11/11/2015   N/A
251    Actual/360                 $15,094   12/11/2005   11/11/2015   N/A
252    Actual/360                 $15,405   2/11/2006    1/11/2016    N/A
253    Actual/360                 $12,631   11/11/2005   10/11/2010   N/A
254    Actual/360                 $15,156   1/11/2006    12/11/2015   N/A
255    Actual/360                 $12,016   1/1/2006     12/1/2015    N/A
256    Actual/360                 $10,984   12/1/2005    11/1/2015    N/A
257    Actual/360                 $16,704   2/11/2006    1/11/2016    N/A
258    Actual/360                 $14,586   2/11/2006    1/11/2016    N/A
259    Actual/360                 $14,051   9/11/2005    8/11/2015    N/A
260    Actual/360                 $12,556   2/1/2006     1/1/2016     N/A
261    Actual/360                 $12,996   11/1/2005    10/1/2020    N/A
262    Actual/360                 $14,589   11/1/2005    10/1/2020    N/A
263    Actual/360                 $14,070   11/11/2005   10/11/2015   N/A
264    Actual/360                 $14,457   12/11/2005   11/11/2015   N/A
265    30/360                     $17,221   4/1/2004     8/1/2016     N/A
266    Actual/360                 $16,509   10/1/2005    9/1/2015     N/A
267    Actual/360                 $14,544   1/11/2006    1/11/2016    N/A
268    Actual/360                 $14,347   1/11/2006    12/11/2015   N/A
269    Actual/360                 $13,252   1/11/2006    12/11/2015   N/A
270    Actual/360                  $6,904   2/11/2006    1/11/2016    N/A
271    Actual/360                  $6,616   2/11/2006    1/11/2016    N/A
272    Actual/360                 $13,999   12/11/2005   11/11/2015   N/A
273    Actual/360                 $13,625   12/11/2005   1/11/2016    N/A
274    Actual/360                 $13,175   1/11/2006    1/11/2016    N/A
275    Actual/360                 $13,364   9/11/2005    8/11/2015    N/A
276    Actual/360                 $13,161   12/11/2005   1/11/2016    N/A
277    Actual/360                 $13,810   12/11/2005   11/11/2015   N/A
278    Actual/360                 $12,960   1/11/2006    2/11/2016    N/A
279    Actual/360                 $14,391   1/11/2006    12/11/2015   N/A
280    Actual/360                 $11,985   10/1/2005    9/1/2015     N/A
281    30/360                     $20,097   10/1/1997    9/1/2022     N/A
282    30/360                     $20,469   8/1/1997     7/1/2012     N/A
283    Actual/360                 $12,322   2/11/2006    1/11/2016    N/A
284    30/360                     $20,299   2/1/1997     1/1/2012     N/A
285    Actual/360                 $11,376   12/11/2005   11/11/2015   N/A
286    Actual/360                 $11,792   2/11/2006    1/11/2016    N/A
287    30/360                     $16,515   11/1/2001    10/1/2011    N/A
288    Actual/360                 $13,058   1/11/2006    12/11/2015   N/A
289    Actual/360                 $11,854   1/11/2006    12/11/2015   N/A
290    Actual/360                 $12,122   1/11/2006    12/11/2015   N/A
291    Actual/360                 $11,995   12/11/2005   11/11/2015   N/A
292    Actual/360                 $11,044   7/11/2005    6/11/2010    N/A
293    Actual/360                 $11,318   1/11/2006    12/11/2015   N/A
294    Actual/360                 $11,914   3/11/2006    2/11/2016    N/A
295    Actual/360                  $9,657   12/1/2005    11/1/2015    N/A
296    Actual/360                 $12,172   1/11/2006    12/11/2015   N/A
297    Actual/360                 $11,143   12/11/2005   12/11/2035   12/11/2015
298    30/360                     $10,995   12/1/2005    11/1/2015    N/A
299    Actual/360                 $11,952   12/11/2005   11/11/2015   N/A
300    30/360                     $16,221   2/1/1999     1/1/2019     N/A
301    30/360                     $19,111   2/1/1997     1/1/2022     N/A
302    Actual/360                 $11,015   3/1/2006     2/1/2016     N/A
303    Actual/360                 $11,559   2/11/2006    1/11/2016    N/A
304    Actual/360                 $11,283   12/11/2005   11/11/2015   N/A
305    Actual/360                 $12,319   1/1/2006     12/1/2030    12/1/2015
306    Actual/360                 $10,800   2/11/2006    1/11/2016    N/A
307    Actual/360                 $11,417   2/11/2006    2/11/2016    N/A
308    Actual/360                 $10,897   3/1/2006     2/1/2016     N/A
309    30/360                     $14,042   6/1/1998     5/1/2013     N/A
310    30/360                     $16,058   4/1/1998     3/1/2023     N/A
311    Actual/360                 $10,932   1/11/2006    1/11/2016    N/A
312    Actual/360                 $11,003   3/1/2006     2/1/2036     2/1/2016
313    Actual/360                  $7,862   10/1/2005    9/1/2015     N/A
314    Actual/360                 $10,447   3/1/2006     2/1/2016     N/A
315    Actual/360                 $10,973   2/11/2006    1/11/2011    N/A
316    Actual/360                 $10,204   9/11/2005    8/11/2015    N/A
317    30/360                     $14,788   4/1/2004     3/1/2023     N/A
318    Actual/360                  $8,015   12/1/2005    11/1/2015    N/A
319    Actual/360                  $8,847   11/1/2005    10/1/2015    N/A
320    Actual/360                 $10,478   2/1/2006     1/1/2016     N/A
321    30/360                     $15,959   5/1/2001     4/1/2021     N/A
322    Actual/360                 $10,085   12/11/2005   11/11/2015   N/A
323    Actual/360                 $10,040   2/11/2006    1/11/2016    N/A
324    Actual/360                  $9,759   2/11/2006    1/11/2016    N/A
325    Actual/360                  $8,481   11/1/2005    10/1/2015    N/A
326    Actual/360                 $11,141   11/11/2005   10/11/2015   N/A
327    Actual/360                  $9,337   10/11/2005   9/11/2015    N/A
328    Actual/360                  $9,431   9/11/2005    8/11/2010    N/A
329    Actual/360                  $9,616   2/11/2006    1/11/2016    N/A
330    30/360                     $14,798   3/1/1999     2/1/2009     N/A
331    Actual/360                  $8,372   1/1/2006     12/1/2015    N/A
332    Actual/360                  $8,913   9/11/2005    9/11/2015    N/A
333    Actual/360                  $9,511   1/1/2006     12/1/2015    N/A
334    30/360                     $23,268   7/1/1998     6/1/2013     N/A
335    Actual/360                  $9,321   7/11/2005    6/11/2015    N/A
336    Actual/360                  $6,744   11/1/2005    10/1/2015    N/A
337    Actual/360                  $8,776   12/11/2005   11/11/2015   N/A
338    Actual/360                  $8,655   11/11/2005   10/11/2015   N/A
339    Actual/360                  $8,957   3/11/2005    2/11/2015    N/A
340    Actual/360                  $8,479   1/1/2006     12/1/2015    N/A
341    Actual/360                  $9,061   12/11/2005   11/11/2015   N/A
342    Actual/360                  $8,498   12/1/2005    11/1/2020    N/A
343    Actual/360                  $9,310   12/11/2005   12/11/2015   N/A
344    Actual/360                  $8,788   7/11/2005    6/11/2015    N/A
345    Actual/360                  $8,776   1/11/2006    12/11/2015   N/A
346    Actual/360                  $8,471   3/1/2006     2/1/2016     N/A
347    Actual/360                  $8,324   11/11/2005   10/11/2015   N/A
348    30/360                     $12,884   11/1/1999    10/1/2024    N/A
349    Actual/360                  $8,194   11/11/2005   10/11/2015   N/A
350    Actual/360                  $8,271   3/11/2006    2/11/2016    N/A
351    Actual/360                  $7,943   1/11/2005    12/11/2009   N/A
352    Actual/360                  $8,145   12/11/2005   1/11/2016    N/A
353    Actual/360                  $8,232   2/1/2006     1/1/2011     N/A
354    Actual/360                  $8,304   1/11/2006    12/11/2015   N/A
355    30/360                     $24,927   1/1/2002     12/1/2011    N/A
356    Actual/360                  $7,999   2/11/2006    1/11/2016    N/A
357    Actual/360                 $12,240   11/1/2001    10/1/2011    N/A
358    30/360                     $11,207   11/1/1999    10/1/2009    N/A
359    Actual/360                  $8,276   5/11/2005    4/11/2015    N/A
360    30/360                     $13,391   3/1/1994     2/1/2009     N/A
361    Actual/360                  $7,736   2/1/2006     1/1/2036     1/1/2016
362    Actual/360                  $8,368   1/1/2006     12/1/2015    N/A
363    Actual/360                  $9,135   11/1/2005    10/1/2025    N/A
364    Actual/360                  $7,612   3/11/2006    2/11/2016    N/A
365    Actual/360                  $7,606   12/11/2005   11/11/2015   N/A
366    Actual/360                  $7,247   12/11/2005   1/11/2016    N/A
367    Actual/360                  $7,139   2/11/2006    1/11/2016    N/A
368    Actual/360                  $7,141   2/1/2006     1/1/2021     N/A
369    Actual/360                  $6,825   12/11/2005   11/11/2015   N/A
370    Actual/360                  $7,166   1/11/2006    12/11/2015   N/A
371    Actual/360                  $6,767   11/11/2005   11/11/2015   N/A
372    Actual/360                  $6,522   2/11/2006    11/11/2015   N/A
373    Actual/360                  $6,472   12/11/2005   12/11/2015   N/A
374    Actual/360                  $7,214   12/1/2005    11/1/2015    N/A
375    Actual/360                  $6,566   9/11/2005    8/11/2015    N/A
376    Actual/360                  $6,825   12/11/2005   11/11/2015   N/A
377    Actual/360                  $6,177   2/11/2006    1/11/2016    N/A
378    Actual/360                  $5,510   11/1/2005    10/1/2015    N/A
379    Actual/360                  $7,034   2/11/2006    2/11/2016    N/A
380    Actual/360                  $6,440   1/11/2006    12/11/2015   N/A
381    Actual/360                  $6,384   12/11/2005   1/11/2016    N/A
382    Actual/360                  $6,539   11/11/2005   10/11/2015   N/A
383    30/360                      $5,707   10/1/2005    9/1/2015     N/A
384    Actual/360                  $7,168   11/11/2005   10/11/2015   N/A
385    30/360                     $13,323   9/1/1996     8/1/2016     N/A
386    30/360                     $11,142   8/1/1998     7/1/2018     N/A
387    30/360                     $11,771   1/1/1998     12/1/2017    N/A
388    Actual/360                  $6,527   12/11/2005   11/11/2015   N/A
389    Actual/360                  $4,782   2/1/2006     1/1/2016     N/A
390    Actual/360                  $4,241   12/1/2005    11/1/2015    N/A
391    Actual/360                  $5,578   11/1/2005    10/1/2015    N/A
392    Actual/360                  $6,087   12/11/2005   11/11/2015   N/A
393    Actual/360                  $5,769   9/11/2005    8/11/2015    N/A
394    Actual/360                  $6,246   2/11/2006    1/11/2016    N/A
395    Actual/360                  $5,669   1/11/2006    12/11/2015   N/A
396    Actual/360                  $6,412   11/11/2005   10/11/2010   N/A
397    30/360                      $5,789   11/1/2005    10/1/2015    N/A
398    Actual/360                  $5,880   12/11/2005   11/11/2015   N/A
399    Actual/360                  $5,536   11/1/2005    10/1/2015    N/A
400    Actual/360                  $5,252   1/11/2006    1/11/2016    N/A
401    Actual/360                  $5,399   2/11/2006    1/11/2016    N/A
402    Actual/360                  $7,307   12/1/2005    11/1/2020    N/A
403    30/360                      $3,692   11/1/2005    10/1/2015    N/A
404    Actual/360                  $4,904   1/11/2006    12/11/2015   N/A
405    Actual/360                  $4,437   12/11/2005   11/11/2015   N/A
406    Actual/360                  $4,140   12/11/2005   11/11/2015   N/A
407    30/360                      $7,247   11/1/1995    10/1/2010    N/A
408    30/360                      $4,168   11/1/1999    10/1/2009    N/A
409    Actual/360                  $3,522   12/1/2005    11/1/2015    N/A
410    Actual/360                  $3,451   12/11/2005   12/11/2015   N/A
411    Actual/360                  $3,232   10/1/2005    9/1/2015     N/A
412    30/360                      $3,049   11/1/2005    10/1/2020    N/A
413    Actual/360                  $4,128   11/1/2005    10/1/2020    N/A
414    Actual/360                  $2,253   12/1/2005    11/1/2015    N/A
415    Actual/360                  $3,609   11/1/2005    10/1/2020    N/A
416    Actual/360                  $2,086   11/1/2005    10/1/2020    N/A
417    Actual/360                  $1,103   10/1/2005    9/1/2015     N/A

<CAPTION>
       LTV as                         Letter of   Ground   Earthquake
#      Co-op     Lockout/Defeasance   Credit      Lease    Insurance (Y/N)
----   ------    ------------------   ---------   ------   ---------------
<S>    <C>       <C>                  <C>         <C>      <C>
1       N/A      Yes                  No          No       N/A
2       N/A      Yes                  No          No       N/A
3       N/A      Yes                  No          No       N/A
4       N/A      Yes                  No          No       N/A
5       N/A      Yes                  No          Yes      N/A
6       N/A      Yes                  No          No       N/A
7       N/A      Yes                  No          No       Various
8       N/A      Yes                  No          No       N/A
9       N/A      Yes                  No          No       N/A
10      N/A      Yes                  No          No       N/A
11      N/A      Yes                  No          No       N/A
12      N/A      Yes                  No          No       N/A
13      N/A      Yes                  No          No       N/A
14      N/A      Yes                  No          No       N/A
15      N/A      Yes                  No          No       N/A
16      N/A      Yes                  No          No       N/A
17      N/A      Yes                  No          No       N/A
18      N/A      Yes                  No          No       N/A
19      N/A      Yes                  No          No       N/A
20      N/A      Yes                  No          No       N/A
21      N/A      Yes                  No          No       N/A
22      N/A      Yes                  Yes         No       N/A
23      N/A      Yes                  No          No       N/A
24      N/A      Yes                  No          No       N/A
25      N/A      Yes                  No          No       N/A
26      N/A      Yes                  No          No       N/A
27      N/A      Yes                  No          No       N/A
28      N/A      Yes                  No          No       N/A
29      N/A      Yes                  No          No       N/A
30      N/A      Yes                  No          No       N/A
31      N/A      Yes                  No          No       N/A
32      N/A      Yes                  No          No       N/A
33      N/A      Yes                  No          No       N/A
34      N/A      Yes                  No          No       N/A
35      N/A      Yes                  No          No       N/A
36      N/A      Yes                  No          No       N/A
37      N/A      Yes                  No          No       N/A
38      N/A      Yes                  No          No       N/A
39      N/A      Yes                  No          No       N/A
40      N/A      Yes                  No          No       N/A
41      N/A      Yes                  No          No       N/A
42      N/A      Yes                  No          No       N/A
43      N/A      Yes                  No          No       N/A
44      N/A      Yes                  No          No       N/A
45      N/A      Yes                  No          No       N/A
46      N/A      Yes                  No          No       N/A
47      N/A      Yes                  No          No       N/A
48      N/A      Yes                  No          No       N/A
49      N/A      Yes                  No          No       N/A
50      N/A      Yes                  No          No       N/A
51      N/A      Yes                  No          No       N/A
52      N/A      Yes                  No          No       N/A
53      N/A      Yes                  No          No       N/A
54      N/A      Yes                  No          Yes      N/A
55      N/A      Yes                  No          No       N/A
56      N/A      Yes                  Yes         No       N/A
57      N/A      Yes                  No          No       N/A
58      N/A      Yes                  No          No       N/A
59      N/A      Yes                  No          No       N/A
60      N/A      Yes                  No          No       N/A
61      N/A      Yes                  No          No       N/A
62      N/A      Yes                  No          No       N/A
63      N/A      Yes                  No          No       N/A
64      N/A      Yes                  No          No       N/A
65      N/A      Yes                  No          No       N/A
66      N/A      Yes                  No          No       N/A
67      N/A      Yes                  No          No       N/A
68      N/A      Yes                  No          No       N/A
69      N/A      Yes                  No          No       N/A
70      N/A      Yes                  Yes         No       N/A
71      N/A      Yes                  No          No       N/A
72      N/A      Yes                  No          No       N/A
73      N/A      Yes                  No          Yes      N/A
74      N/A      Yes                  No          No       N/A
75      N/A      Yes                  No          No       N/A
76      N/A      Yes                  No          Yes      N/A
77      N/A      Yes                  No          No       N/A
78      N/A      Yes                  No          No       N/A
79      N/A      Yes                  No          No       N/A
80      N/A      Yes                  No          No       N/A
81      N/A      Yes                  No          No       N/A
82      N/A      Yes                  No          No       N/A
83      N/A      Yes                  No          No       N/A
84      N/A      Yes                  No          No       N/A
85      N/A      Yes                  No          No       N/A
86      N/A      Yes                  No          No       N/A
87      N/A      Yes                  No          No       N/A
88      N/A      Yes                  No          No       N/A
89      N/A      Yes                  No          No       N/A
90      N/A      Yes                  No          Yes      N/A
91      N/A      Yes                  No          No       N/A
92      N/A      Yes                  Yes         No       N/A
93      N/A      Yes                  No          No       N/A
94      N/A      Yes                  No          No       N/A
95      N/A      Yes                  No          No       N/A
96      N/A      Yes                  No          No       N/A
97      N/A      Yes                  No          No       N/A
98      N/A      Yes                  No          No       N/A
99      N/A      Yes                  No          No       N/A
100     N/A      Yes                  No          No       N/A
101     N/A      Yes                  No          No       N/A
102     N/A      Yes                  No          No       N/A
103     N/A      Yes                  No          No       N/A
104     N/A      Yes                  No          No       N/A
105     N/A      Yes                  No          No       N/A
106     N/A      Yes                  No          No       N/A
107    28.8%     Yes                  No          No       N/A
108     N/A      Yes                  No          No       N/A
109     N/A      Yes                  No          No       N/A
110     N/A      Yes                  No          No       N/A
111     N/A      Yes                  No          No       N/A
112     N/A      Yes                  No          No       N/A
113     N/A      Yes                  No          No       N/A
114     N/A      Yes                  Yes         No       N/A
115     N/A      Yes                  No          No       N/A
116     N/A      Yes                  Yes         No       N/A
117     N/A      Yes                  No          No       N/A
118     N/A      Yes                  No          No       N/A
119     N/A      Yes                  No          No       N/A
120     N/A      Yes                  No          No       N/A
121     N/A      Yes                  No          No       N/A
122     N/A      Yes                  No          Yes      N/A
123     N/A      Yes                  No          No       N/A
124     N/A      Yes                  No          No       N/A
125     4.3%     Yes                  No          No       N/A
126     N/A      Yes                  No          No       N/A
127     N/A      Yes                  No          No       N/A
128     N/A      Yes                  No          No       N/A
129     N/A      Yes                  No          No       N/A
130     N/A      Yes                  No          No       N/A
131     N/A      Yes                  No          No       N/A
132     N/A      Yes                  Yes         No       N/A
133     N/A      Yes                  No          No       N/A
134     N/A      Yes                  No          No       N/A
135     N/A      Yes                  No          No       N/A
136     3.0%     Yes                  No          No       N/A
137     N/A      Yes                  No          No       N/A
138     N/A      Yes                  No          No       N/A
139     N/A      Yes                  No          No       N/A
140     N/A      Yes                  No          No       N/A
141     N/A      Yes                  No          No       N/A
142     N/A      Yes                  No          No       N/A
143     N/A      Yes                  No          No       N/A
144     N/A      Yes                  No          No       N/A
145     N/A      Yes                  No          No       N/A
146     N/A      Yes                  No          No       N/A
147     N/A      Yes                  No          No       N/A
148    11.0%     Yes                  No          No       N/A
149     N/A      Yes                  No          No       N/A
150     N/A      Yes                  No          No       N/A
151     N/A      Yes                  Yes         No       N/A
152     N/A      Yes                  No          No       N/A
153     N/A      Yes                  No          No       N/A
154     N/A      Yes                  No          No       N/A
155     N/A      Yes                  No          No       N/A
156     N/A      Yes                  No          No       N/A
157     N/A      Yes                  No          No       N/A
158     N/A      Yes                  No          No       N/A
159     N/A      Yes                  No          No       N/A
160     N/A      Yes                  No          No       N/A
161     N/A      Yes                  No          No       N/A
162     N/A      Yes                  No          No       N/A
163     N/A      Yes                  No          No       N/A
164     4.3%     Yes                  No          No       N/A
165     N/A      Yes                  No          No       N/A
166     N/A      Yes                  No          No       N/A
167     5.3%     Yes                  No          No       N/A
168     N/A      Yes                  No          No       N/A
169     N/A      Yes                  No          No       Yes
170     N/A      Yes                  No          No       N/A
171     N/A      Yes                  No          No       N/A
172     N/A      Yes                  No          No       N/A
173     N/A      Yes                  No          No       N/A
174     N/A      Yes                  No          No       N/A
175     N/A      Yes                  No          No       N/A
176     N/A      Yes                  No          No       N/A
177     N/A      Yes                  No          No       N/A
178     N/A      Yes                  No          No       N/A
179     N/A      Yes                  No          No       N/A
180     N/A      Yes                  No          No       N/A
181     5.9%     Yes                  No          No       N/A
182     4.3%     Yes                  No          No       N/A
183     N/A      Yes                  No          No       N/A
184     N/A      Yes                  No          No       N/A
185     N/A      Yes                  No          No       N/A
186     N/A      Yes                  No          No       N/A
187     N/A      Yes                  Yes         No       N/A
188     N/A      Yes                  No          No       N/A
189     N/A      Yes                  No          No       N/A
190    10.9%     Yes                  No          No       N/A
191     N/A      Yes                  No          No       N/A
192     N/A      Yes                  No          No       N/A
193     N/A      Yes                  No          No       N/A
194     N/A      Yes                  No          No       N/A
195     N/A      Yes                  No          No       N/A
196     N/A      Yes                  No          No       N/A
197     N/A      Yes                  No          No       N/A
198    11.1%     Yes                  No          No       N/A
199     N/A      Yes                  No          No       N/A
200     N/A      Yes                  No          No       N/A
201     N/A      Yes                  No          No       N/A
202     N/A      Yes                  No          No       N/A
203     N/A      Yes                  No          No       N/A
204     N/A      Yes                  No          No       N/A
205     4.9%     Yes                  No          No       N/A
206     N/A      Yes                  No          No       N/A
207     N/A      Yes                  No          No       N/A
208     N/A      Yes                  No          No       N/A
209    14.5%     Yes                  No          No       N/A
210     N/A      Yes                  No          No       N/A
211    11.4%     Yes                  No          No       N/A
212     N/A      Yes                  No          No       N/A
213     N/A      Yes                  No          No       N/A
214     N/A      Yes                  No          No       N/A
215     N/A      Yes                  No          No       N/A
216     N/A      Yes                  No          No       N/A
217     N/A      Yes                  No          No       N/A
218     N/A      Yes                  No          No       N/A
219     N/A      Yes                  No          No       N/A
220     N/A      Yes                  No          No       N/A
221     N/A      Yes                  No          No       N/A
222     N/A      Yes                  No          No       N/A
223     N/A      Yes                  No          No       N/A
224     N/A      Yes                  No          No       N/A
225     N/A      Yes                  No          No       N/A
226     2.3%     Yes                  No          No       N/A
227     3.0%     Yes                  No          No       N/A
228     2.0%     Yes                  No          No       N/A
229     N/A      Yes                  No          No       N/A
230     N/A      Yes                  No          No       N/A
231     N/A      Yes                  No          No       N/A
232     N/A      Yes                  No          No       N/A
233     N/A      Yes                  No          No       N/A
234     N/A      Yes                  No          No       N/A
235    24.9%     Yes                  No          No       N/A
236     N/A      Yes                  No          No       N/A
237     N/A      Yes                  No          No       N/A
238     N/A      Yes                  No          No       N/A
239     N/A      Yes                  No          No       N/A
240     N/A      Yes                  No          No       N/A
241     N/A      Yes                  No          No       N/A
242     N/A      Yes                  No          No       N/A
243     N/A      Yes                  Yes         No       N/A
244     N/A      Yes                  No          No       N/A
245     N/A      Yes                  No          No       N/A
246     N/A      Yes                  Yes         No       N/A
247     N/A      Yes                  Yes         No       N/A
248    10.7%     Yes                  No          No       N/A
249    16.7%     Yes                  No          No       N/A
250     N/A      Yes                  No          No       N/A
251     N/A      Yes                  No          No       N/A
252     N/A      Yes                  No          No       N/A
253     N/A      Yes                  No          No       N/A
254     N/A      Yes                  No          No       N/A
255     6.8%     Yes                  No          No       N/A
256     2.0%     Yes                  No          No       N/A
257     N/A      Yes                  No          No       N/A
258     N/A      Yes                  No          No       N/A
259     N/A      Yes                  No          No       N/A
260    17.5%     Yes                  No          No       N/A
261     7.1%     Yes                  No          No       N/A
262    34.7%     Yes                  No          No       N/A
263     N/A      Yes                  No          No       N/A
264     N/A      Yes                  No          No       N/A
265     2.0%     Yes                  No          No       N/A
266    10.9%     Yes                  No          No       N/A
267     N/A      Yes                  No          No       N/A
268     N/A      Yes                  No          No       N/A
269     N/A      Yes                  No          No       N/A
270     N/A      Yes                  No          No       N/A
271     N/A      Yes                  No          No       N/A
272     N/A      Yes                  No          No       N/A
273     N/A      Yes                  No          No       N/A
274     N/A      Yes                  No          No       N/A
275     N/A      Yes                  No          No       N/A
276     N/A      Yes                  No          No       N/A
277     N/A      Yes                  No          Yes      N/A
278     N/A      Yes                  No          No       N/A
279     N/A      Yes                  No          No       N/A
280     7.7%     Yes                  No          No       N/A
281     7.0%     Yes                  No          No       N/A
282    11.2%     Yes                  No          No       N/A
283     N/A      Yes                  No          No       N/A
284     7.5%     Yes                  No          No       N/A
285     N/A      Yes                  No          No       N/A
286     N/A      Yes                  No          No       N/A
287     N/A      Yes                  No          No       N/A
288     N/A      Yes                  No          No       N/A
289     N/A      Yes                  No          No       N/A
290     N/A      Yes                  No          No       N/A
291     N/A      Yes                  No          No       N/A
292     N/A      Yes                  No          No       N/A
293     N/A      Yes                  No          No       N/A
294     N/A      Yes                  No          No       N/A
295     5.0%     Yes                  No          No       N/A
296     N/A      Yes                  No          No       N/A
297     N/A      Yes                  No          No       N/A
298    21.9%     Yes                  No          No       N/A
299     N/A      Yes                  No          No       N/A
300     N/A      Yes                  No          No       N/A
301    13.0%     Yes                  No          No       N/A
302     N/A      Yes                  No          No       N/A
303     N/A      Yes                  No          No       N/A
304     N/A      Yes                  No          No       N/A
305     N/A      Yes                  No          No       N/A
306     N/A      Yes                  No          No       N/A
307     N/A      Yes                  No          No       N/A
308     3.4%     Yes                  No          No       N/A
309     4.9%     Yes                  No          No       N/A
310    10.5%     Yes                  No          No       N/A
311     N/A      Yes                  No          No       N/A
312     N/A      Yes                  No          Yes      N/A
313     3.1%     Yes                  No          No       N/A
314     N/A      Yes                  No          No       N/A
315     N/A      Yes                  No          No       N/A
316     N/A      Yes                  No          No       N/A
317     N/A      Yes                  No          No       N/A
318     2.0%     Yes                  No          No       N/A
319    19.3%     Yes                  No          No       N/A
320     N/A      Yes                  No          No       N/A
321     N/A      Yes                  No          No       N/A
322     N/A      Yes                  No          No       N/A
323     N/A      Yes                  No          No       N/A
324     N/A      Yes                  No          No       N/A
325     9.6%     Yes                  No          No       N/A
326     N/A      Yes                  No          No       N/A
327     N/A      Yes                  No          No       N/A
328     N/A      Yes                  No          No       N/A
329     N/A      Yes                  No          No       N/A
330     N/A      Yes                  No          No       N/A
331     4.2%     Yes                  No          No       N/A
332     N/A      Yes                  No          No       N/A
333     N/A      Yes                  No          No       N/A
334     1.2%     Yes                  No          No       N/A
335     N/A      Yes                  No          No       N/A
336     2.0%     Yes                  No          No       N/A
337     N/A      Yes                  No          No       N/A
338     N/A      Yes                  No          No       N/A
339     N/A      Yes                  No          No       N/A
340     9.1%     Yes                  No          No       N/A
341     N/A      Yes                  No          No       N/A
342    11.0%     Yes                  No          No       N/A
343     N/A      Yes                  No          No       N/A
344     N/A      Yes                  No          No       N/A
345     N/A      Yes                  No          No       N/A
346     N/A      Yes                  No          No       N/A
347     N/A      Yes                  No          No       N/A
348     8.8%     Yes                  No          No       N/A
349     N/A      Yes                  No          No       N/A
350     N/A      Yes                  No          No       N/A
351     N/A      Yes                  No          No       N/A
352     N/A      Yes                  No          No       N/A
353     N/A      Yes                  No          No       N/A
354     N/A      Yes                  No          No       N/A
355     N/A      Yes                  No          No       N/A
356     N/A      Yes                  No          No       N/A
357     N/A      Yes                  No          No       N/A
358     N/A      Yes                  No          No       N/A
359     N/A      Yes                  No          No       N/A
360     1.5%     Yes                  No          No       N/A
361     N/A      Yes                  No          No       N/A
362     N/A      Yes                  No          No       N/A
363     7.6%     Yes                  No          No       N/A
364     N/A      Yes                  No          No       N/A
365     N/A      Yes                  No          No       N/A
366     N/A      Yes                  No          No       N/A
367     N/A      Yes                  No          No       N/A
368     N/A      Yes                  No          No       N/A
369     N/A      Yes                  No          No       N/A
370     N/A      Yes                  No          No       N/A
371     N/A      Yes                  No          No       N/A
372     N/A      Yes                  No          No       N/A
373     N/A      Yes                  No          No       N/A
374     N/A      Yes                  No          No       N/A
375     N/A      Yes                  No          No       N/A
376     N/A      Yes                  No          No       N/A
377     N/A      Yes                  No          No       N/A
378     8.9%     Yes                  No          No       N/A
379     N/A      Yes                  No          No       N/A
380     N/A      Yes                  No          No       N/A
381     N/A      Yes                  No          No       N/A
382     N/A      Yes                  No          No       N/A
383     6.9%     Yes                  No          No       N/A
384     N/A      Yes                  No          No       N/A
385    11.0%     Yes                  No          No       N/A
386    15.9%     Yes                  No          No       N/A
387     5.1%     Yes                  No          No       N/A
388     N/A      Yes                  No          No       N/A
389    14.1%     Yes                  No          No       N/A
390     3.0%     Yes                  No          No       N/A
391    11.8%     Yes                  No          No       N/A
392     N/A      Yes                  No          No       N/A
393     N/A      Yes                  No          No       N/A
394     N/A      Yes                  No          No       N/A
395     N/A      Yes                  No          No       N/A
396     N/A      Yes                  No          No       N/A
397    17.2%     Yes                  No          No       N/A
398     N/A      Yes                  No          No       N/A
399    18.1%     Yes                  No          No       N/A
400     N/A      Yes                  No          No       N/A
401     N/A      Yes                  No          No       N/A
402     2.2%     Yes                  No          No       N/A
403     5.7%     Yes                  No          No       N/A
404     N/A      Yes                  No          No       N/A
405     N/A      Yes                  No          No       N/A
406     N/A      Yes                  No          No       N/A
407     9.2%     Yes                  No          No       N/A
408     0.3%     Yes                  No          No       N/A
409    10.6%     Yes                  No          No       N/A
410     N/A      Yes                  No          No       N/A
411     3.6%     Yes                  No          No       N/A
412     6.3%     Yes                  No          No       N/A
413     5.6%     Yes                  No          No       N/A
414     3.4%     Yes                  No          No       N/A
415     6.1%     Yes                  No          No       N/A
416     4.6%     Yes                  No          No       N/A
417     5.7%     Yes                  No          No       N/A

<CAPTION>
       Environmental     Master                  Master
#      Insurance (Y/N)   Servicing Fee Rate      Servicer (4)
----   ---------------   --------------------    -----------------------------------------
<S>    <C>               <C>                     <C>
1      No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
2      No                0.02000%                GMAC Commercial Mortgage Corporation
3      No                0.10000%                GMAC Commercial Mortgage Corporation
4      No                0.10000%                GMAC Commercial Mortgage Corporation
5      No                0.10000%                GMAC Commercial Mortgage Corporation
6      No                0.02000%                GMAC Commercial Mortgage Corporation
7      No                0.05000%                GMAC Commercial Mortgage Corporation
8      No                0.05000%                GMAC Commercial Mortgage Corporation
9      No                0.02000%                GMAC Commercial Mortgage Corporation
10     No                0.03220%                GMAC Commercial Mortgage Corporation
11     No                0.02000%                GMAC Commercial Mortgage Corporation
12     No                0.03346%                GMAC Commercial Mortgage Corporation
13     No                0.02000%                GMAC Commercial Mortgage Corporation
14     No                0.10000%                GMAC Commercial Mortgage Corporation
15     No                0.08000%                KeyCorp Real Estate Capital Markets, Inc.
16     No                0.10000%                GMAC Commercial Mortgage Corporation
17     No                0.10000%                GMAC Commercial Mortgage Corporation
18     No                0.02000%                GMAC Commercial Mortgage Corporation
19     No                0.10000%                GMAC Commercial Mortgage Corporation
20     No                0.10000%                GMAC Commercial Mortgage Corporation
21     Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
22     No                0.10000%                GMAC Commercial Mortgage Corporation
23     No                0.10000%                GMAC Commercial Mortgage Corporation
24     No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
25     No                0.10000%                GMAC Commercial Mortgage Corporation
26     No                0.02000%                GMAC Commercial Mortgage Corporation
27     No                0.02000%                GMAC Commercial Mortgage Corporation
28     No                0.10000%                GMAC Commercial Mortgage Corporation
29     No                0.02000%                GMAC Commercial Mortgage Corporation
30     No                0.02000%                GMAC Commercial Mortgage Corporation
31     No                0.02000%                GMAC Commercial Mortgage Corporation
32     No                0.02000%                GMAC Commercial Mortgage Corporation
33     No                0.02000%                GMAC Commercial Mortgage Corporation
34     No                0.02000%                GMAC Commercial Mortgage Corporation
35     No                0.02000%                GMAC Commercial Mortgage Corporation
36     No                0.02000%                GMAC Commercial Mortgage Corporation
37     No                0.02000%                GMAC Commercial Mortgage Corporation
38     No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
39     No                0.10000%                GMAC Commercial Mortgage Corporation
40     No                0.03000%                KeyCorp Real Estate Capital Markets, Inc.
41     No                0.10000%                GMAC Commercial Mortgage Corporation
42     No                0.02000%                GMAC Commercial Mortgage Corporation
43     No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
44     No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
45     No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
46     No                0.02000%                GMAC Commercial Mortgage Corporation
47     No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
48     No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
49     No                0.02000%                GMAC Commercial Mortgage Corporation
50     No                0.03000%                KeyCorp Real Estate Capital Markets, Inc.
51     No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
52     No                0.06870%                GMAC Commercial Mortgage Corporation
53     No                0.10000%                GMAC Commercial Mortgage Corporation
54     No                0.02000%                GMAC Commercial Mortgage Corporation
55     No                0.02000%                GMAC Commercial Mortgage Corporation
56     No                0.02000%                GMAC Commercial Mortgage Corporation
57     No                0.10000%                GMAC Commercial Mortgage Corporation
58     No                0.02000%                GMAC Commercial Mortgage Corporation
59     No                0.02000%                GMAC Commercial Mortgage Corporation
60     No                0.06000%                KeyCorp Real Estate Capital Markets, Inc.
61     No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
62     No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
63     No                0.10000%                GMAC Commercial Mortgage Corporation
64     No                0.10000%                GMAC Commercial Mortgage Corporation
65     No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
66     Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
67     No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
68     No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
69     No                0.10000%                GMAC Commercial Mortgage Corporation
70     No                0.02000%                GMAC Commercial Mortgage Corporation
71     No                0.02000%                GMAC Commercial Mortgage Corporation
72     No                0.02000%                GMAC Commercial Mortgage Corporation
73     No                0.02000%                GMAC Commercial Mortgage Corporation
74     No                0.02000%                GMAC Commercial Mortgage Corporation
75     No                0.02000%                GMAC Commercial Mortgage Corporation
76     No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
77     No                0.08000%                National Consumer Cooperative Bank
78     No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
79     No                0.08000%                National Consumer Cooperative Bank
80     No                0.10000%                GMAC Commercial Mortgage Corporation
81     Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
82     No                0.02000%                GMAC Commercial Mortgage Corporation
83     No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
84     No                0.02000%                GMAC Commercial Mortgage Corporation
85     No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
86     No                0.02000%                GMAC Commercial Mortgage Corporation
87     No                0.10000%                GMAC Commercial Mortgage Corporation
88     No                0.02000%                GMAC Commercial Mortgage Corporation
89     No                0.02000%                GMAC Commercial Mortgage Corporation
90     No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
91     No                0.04000%                KeyCorp Real Estate Capital Markets, Inc.
92     No                0.08000%                National Consumer Cooperative Bank
93     No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
94     No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
95     No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
96     No                0.02000%                GMAC Commercial Mortgage Corporation
97     No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
98     No                0.10000%                GMAC Commercial Mortgage Corporation
99     No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
100    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
101    No                0.02000%                GMAC Commercial Mortgage Corporation
102    No                0.02000%                GMAC Commercial Mortgage Corporation
103    No                0.10000%                GMAC Commercial Mortgage Corporation
104    No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
105    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
106    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
107    No                0.08000%                National Consumer Cooperative Bank
108    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
109    No                0.02000%                GMAC Commercial Mortgage Corporation
110    No                0.02000%                GMAC Commercial Mortgage Corporation
111    No                0.08000%                National Consumer Cooperative Bank
112    No                0.02000%                GMAC Commercial Mortgage Corporation
113    No                0.02000%                GMAC Commercial Mortgage Corporation
114    No                0.02000%                GMAC Commercial Mortgage Corporation
115    No                0.02000%                GMAC Commercial Mortgage Corporation
116    No                0.08000%                National Consumer Cooperative Bank
117    No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
118    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
119    No                0.10000%                GMAC Commercial Mortgage Corporation
120    No                0.02000%                GMAC Commercial Mortgage Corporation
121    No                0.10000%                GMAC Commercial Mortgage Corporation
122    No                0.10000%                GMAC Commercial Mortgage Corporation
123    No                0.02000%                GMAC Commercial Mortgage Corporation
124    No                0.02000%                GMAC Commercial Mortgage Corporation
125    No                0.08000%                National Consumer Cooperative Bank
126    No                0.08000%                National Consumer Cooperative Bank
127    No                0.02000%                GMAC Commercial Mortgage Corporation
128    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
129    No                0.02000%                GMAC Commercial Mortgage Corporation
130    No                0.06000%                GMAC Commercial Mortgage Corporation
131    No                0.02000%                GMAC Commercial Mortgage Corporation
132    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
133    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
134    No                0.06000%                KeyCorp Real Estate Capital Markets, Inc.
135    No                0.10000%                GMAC Commercial Mortgage Corporation
136    No                0.08000%                National Consumer Cooperative Bank
137    No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
138    No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
139    No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
140    No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
141    No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
142    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
143    No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
144    No                0.02000%                GMAC Commercial Mortgage Corporation
145    No                0.02000%                GMAC Commercial Mortgage Corporation
146    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
147    No                0.02000%                GMAC Commercial Mortgage Corporation
148    No                0.08000%                National Consumer Cooperative Bank
149    No                0.10000%                GMAC Commercial Mortgage Corporation
150    No                0.08000%                National Consumer Cooperative Bank
151    No                0.10000%                GMAC Commercial Mortgage Corporation
152    No                0.02000%                GMAC Commercial Mortgage Corporation
153    No                0.08000%                National Consumer Cooperative Bank
154    No                0.02000%                GMAC Commercial Mortgage Corporation
155    No                0.02000%                GMAC Commercial Mortgage Corporation
156    No                0.12500%                KeyCorp Real Estate Capital Markets, Inc.
157    No                0.02000%                GMAC Commercial Mortgage Corporation
158    No                0.10000%                GMAC Commercial Mortgage Corporation
159    No                0.02000%                GMAC Commercial Mortgage Corporation
160    No                0.02000%                GMAC Commercial Mortgage Corporation
161    No                0.11000%                GMAC Commercial Mortgage Corporation
162    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
163    No                0.02000%                GMAC Commercial Mortgage Corporation
164    No                0.08000%                National Consumer Cooperative Bank
165    No                0.08000%                KeyCorp Real Estate Capital Markets, Inc.
166    No                0.02000%                GMAC Commercial Mortgage Corporation
167    No                0.08000%                National Consumer Cooperative Bank
168    No                0.02000%                GMAC Commercial Mortgage Corporation
169    No                0.08000%                National Consumer Cooperative Bank
170    No                0.02000%                GMAC Commercial Mortgage Corporation
171    No                0.02000%                GMAC Commercial Mortgage Corporation
172    No                0.02000%                GMAC Commercial Mortgage Corporation
173    No                0.02000%                GMAC Commercial Mortgage Corporation
174    No                0.02000%                GMAC Commercial Mortgage Corporation
175    No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
176    No                0.02000%                GMAC Commercial Mortgage Corporation
177    No                0.10000%                GMAC Commercial Mortgage Corporation
178    No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
179    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
180    No                0.10000%                GMAC Commercial Mortgage Corporation
181    No                0.08000%                National Consumer Cooperative Bank
182    No                0.08000%                National Consumer Cooperative Bank
183    No                0.02000%                GMAC Commercial Mortgage Corporation
184    No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
185    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
186    No                0.02000%                GMAC Commercial Mortgage Corporation
187    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
188    No                0.10000%                GMAC Commercial Mortgage Corporation
189    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
190    No                0.08000%                National Consumer Cooperative Bank
191    No                0.02000%                GMAC Commercial Mortgage Corporation
192    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
193    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
194    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
195    No                0.08000%                National Consumer Cooperative Bank
196    No                0.10000%                GMAC Commercial Mortgage Corporation
197    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
198    No                0.08000%                National Consumer Cooperative Bank
199    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
200    No                0.02000%                GMAC Commercial Mortgage Corporation
201    No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
202    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
203    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
204    No                0.08000%                National Consumer Cooperative Bank
205    No                0.08000%                National Consumer Cooperative Bank
206    No                0.10000%                GMAC Commercial Mortgage Corporation
207    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
208    No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
209    No                0.08000%                National Consumer Cooperative Bank
210    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
211    No                0.08000%                National Consumer Cooperative Bank
212    No                0.10000%                GMAC Commercial Mortgage Corporation
213    No                0.11000%                GMAC Commercial Mortgage Corporation
214    No                0.02000%                GMAC Commercial Mortgage Corporation
215    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
216    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
217    No                0.10000%                GMAC Commercial Mortgage Corporation
218    No                0.02000%                GMAC Commercial Mortgage Corporation
219    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
220    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
221    No                0.06000%                KeyCorp Real Estate Capital Markets, Inc.
222    No                0.02000%                GMAC Commercial Mortgage Corporation
223    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
224    No                0.10000%                GMAC Commercial Mortgage Corporation
225    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
226    No                0.08000%                National Consumer Cooperative Bank
227    No                0.08000%                National Consumer Cooperative Bank
228    No                0.08000%                National Consumer Cooperative Bank
229    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
230    Yes               0.02000%                GMAC Commercial Mortgage Corporation
231    No                0.10000%                GMAC Commercial Mortgage Corporation
232    No                0.02000%                GMAC Commercial Mortgage Corporation
233    No                0.02000%                GMAC Commercial Mortgage Corporation
234    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
235    No                0.08000%                National Consumer Cooperative Bank
236    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
237    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
238    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
239    Yes               0.06000%                KeyCorp Real Estate Capital Markets, Inc.
240    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
241    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
242    No                0.08000%                National Consumer Cooperative Bank
243    No                0.08000%                National Consumer Cooperative Bank
244    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
245    No                0.11000%                GMAC Commercial Mortgage Corporation
246    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
247    No                0.06000%                KeyCorp Real Estate Capital Markets, Inc.
248    No                0.08000%                National Consumer Cooperative Bank
249    No                0.08000%                National Consumer Cooperative Bank
250    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
251    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
252    No                0.02000%                GMAC Commercial Mortgage Corporation
253    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
254    No                0.06000%                GMAC Commercial Mortgage Corporation
255    No                0.08000%                National Consumer Cooperative Bank
256    No                0.08000%                National Consumer Cooperative Bank
257    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
258    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
259    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
260    No                0.08000%                National Consumer Cooperative Bank
261    No                0.08000%                National Consumer Cooperative Bank
262    No                0.08000%                National Consumer Cooperative Bank
263    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
264    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
265    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
266    No                0.08000%                National Consumer Cooperative Bank
267    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
268    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
269    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
270    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
271    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
272    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
273    No                0.02000%                GMAC Commercial Mortgage Corporation
274    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
275    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
276    No                0.02000%                GMAC Commercial Mortgage Corporation
277    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
278    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
279    No                0.02000%                GMAC Commercial Mortgage Corporation
280    No                0.08000%                National Consumer Cooperative Bank
281    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
282    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
283    No                0.02000%                GMAC Commercial Mortgage Corporation
284    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
285    No                0.02000%                GMAC Commercial Mortgage Corporation
286    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
287    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
288    Yes               0.02000%                GMAC Commercial Mortgage Corporation
289    Yes               0.02000%                GMAC Commercial Mortgage Corporation
290    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
291    Yes               0.06000%                KeyCorp Real Estate Capital Markets, Inc.
292    No                0.02000%                GMAC Commercial Mortgage Corporation
293    Yes               0.02000%                GMAC Commercial Mortgage Corporation
294    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
295    No                0.08000%                National Consumer Cooperative Bank
296    Yes               0.02000%                GMAC Commercial Mortgage Corporation
297    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
298    No                0.08000%                National Consumer Cooperative Bank
299    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
300    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
301    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
302    No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
303    No                0.08000%                KeyCorp Real Estate Capital Markets, Inc.
304    No                0.02000%                GMAC Commercial Mortgage Corporation
305    No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
306    Yes               0.02000%                GMAC Commercial Mortgage Corporation
307    Yes               0.02000%                GMAC Commercial Mortgage Corporation
308    No                0.08000%                National Consumer Cooperative Bank
309    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
310    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
311    Yes               0.06000%                KeyCorp Real Estate Capital Markets, Inc.
312    No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
313    No                0.08000%                National Consumer Cooperative Bank
314    No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
315    Yes               0.02000%                GMAC Commercial Mortgage Corporation
316    No                0.03000%                KeyCorp Real Estate Capital Markets, Inc.
317    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
318    No                0.08000%                National Consumer Cooperative Bank
319    No                0.08000%                National Consumer Cooperative Bank
320    No                0.08000%                National Consumer Cooperative Bank
321    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
322    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
323    No                0.06000%                KeyCorp Real Estate Capital Markets, Inc.
324    Yes               0.02000%                GMAC Commercial Mortgage Corporation
325    No                0.08000%                National Consumer Cooperative Bank
326    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
327    No                0.06000%                KeyCorp Real Estate Capital Markets, Inc.
328    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
329    No                0.02000%                GMAC Commercial Mortgage Corporation
330    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
331    No                0.08000%                National Consumer Cooperative Bank
332    No                0.08000%                KeyCorp Real Estate Capital Markets, Inc.
333    No                0.08000%                National Consumer Cooperative Bank
334    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
335    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
336    No                0.08000%                National Consumer Cooperative Bank
337    Yes               0.02000%                GMAC Commercial Mortgage Corporation
338    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
339    No                0.02000%                GMAC Commercial Mortgage Corporation
340    No                0.08000%                National Consumer Cooperative Bank
341    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
342    No                0.08000%                National Consumer Cooperative Bank
343    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
344    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
345    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
346    No                0.10000%                GMAC Commercial Mortgage Corporation
347    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
348    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
349    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
350    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
351    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
352    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
353    No                0.08000%                National Consumer Cooperative Bank
354    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
355    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
356    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
357    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
358    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
359    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
360    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
361    No                0.05000%                KeyCorp Real Estate Capital Markets, Inc.
362    No                0.08000%                National Consumer Cooperative Bank
363    No                0.08000%                National Consumer Cooperative Bank
364    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
365    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
366    No                0.02000%                GMAC Commercial Mortgage Corporation
367    Yes               0.02000%                GMAC Commercial Mortgage Corporation
368    No                0.08000%                National Consumer Cooperative Bank
369    No                0.06000%                KeyCorp Real Estate Capital Markets, Inc.
370    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
371    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
372    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
373    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
374    No                0.08000%                National Consumer Cooperative Bank
375    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
376    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
377    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
378    No                0.08000%                National Consumer Cooperative Bank
379    No                0.11000%                GMAC Commercial Mortgage Corporation
380    Yes               0.02000%                GMAC Commercial Mortgage Corporation
381    No                0.02000%                GMAC Commercial Mortgage Corporation
382    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
383    No                0.08000%                National Consumer Cooperative Bank
384    Yes               0.02000%                GMAC Commercial Mortgage Corporation
385    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
386    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
387    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
388    Yes               0.02000%                GMAC Commercial Mortgage Corporation
389    No                0.08000%                National Consumer Cooperative Bank
390    No                0.08000%                National Consumer Cooperative Bank
391    No                0.08000%                National Consumer Cooperative Bank
392    No                0.02000%                GMAC Commercial Mortgage Corporation
393    Yes               0.02000%                GMAC Commercial Mortgage Corporation
394    No                0.02000%                GMAC Commercial Mortgage Corporation
395    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
396    Yes               0.02000%                KeyCorp Real Estate Capital Markets, Inc.
397    No                0.08000%                National Consumer Cooperative Bank
398    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
399    No                0.08000%                National Consumer Cooperative Bank
400    Yes               0.02000%                GMAC Commercial Mortgage Corporation
401    Yes               0.02000%                GMAC Commercial Mortgage Corporation
402    No                0.08000%                National Consumer Cooperative Bank
403    No                0.08000%                National Consumer Cooperative Bank
404    Yes               0.02000%                GMAC Commercial Mortgage Corporation
405    Yes               0.02000%                GMAC Commercial Mortgage Corporation
406    No                0.02000%                KeyCorp Real Estate Capital Markets, Inc.
407    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
408    No                0.10000%                KeyCorp Real Estate Capital Markets, Inc.
409    No                0.08000%                National Consumer Cooperative Bank
410    Yes               0.02000%                GMAC Commercial Mortgage Corporation
411    No                0.08000%                National Consumer Cooperative Bank
412    No                0.08000%                National Consumer Cooperative Bank
413    No                0.08000%                National Consumer Cooperative Bank
414    No                0.08000%                National Consumer Cooperative Bank
415    No                0.08000%                National Consumer Cooperative Bank
416    No                0.08000%                National Consumer Cooperative Bank
417    No                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.
(4)      National Consumer Cooperative Bank will act as special servicer, if and
         when necessary, for those loans sold into the trust by KeyBank National
         Association which are collateralized by multifamily cooperative
         properties.
(5)      The Cut-off balance is the Pooled portion only. The Carlton Court Loan
         has a total Cut-off Date Principal Balance of $21,400,000, comprised of
         a $19,530,000 Pooled portion and a $1,870,000 Non-pooled portion that
         is collateral for the class [CCA] Certificates as further described in
         the Prospectus under "Description of Mortgage Assets and Related
         Mortgage Properties."


<PAGE>

                                   EXHIBIT C-1

                       LIST OF ADDITIONAL COLLATERAL LOANS

                                      Montgomery Park I
                                      Walgreens Pool 6/ DCWI VI
                                      Parkville Commons
                                      Diamante Del Mar
                                      Blackstone Center
                                      Riverhill Center
                                      Huck Finn Shopping Center
                                      Holly Hill Plaza Shopping Center
                                      Gateway Commons
                                      Stoney Batter Office Building
                                      Shoppes of Grove City
                                      Sage Meadows Apartments
                                      Cumberland Pointe Retail
                                      Crossview Court Apartments
                                      Farmville Town Center
                                      Cathedral City Retail
                                      Hesperia Town Center
                                      Mulberry Acres MHP
                                      Desert Country Plaza
                                      Hollywood Video Plaza (Column)
                                      Holland South Building

<PAGE>

                                   EXHIBIT C-2

                             LIST OF MEZZANINE LOANS

                                 230 Park Avenue
                                 Wells Headquarters
                                 Southgate I
                                 Creekside Business Park
                                 Walgreens Pool 6/ DCWI VI
                                 Walgreens Pool 5/ DCWI V
                                 Walgreens Pool 4/ DCWI IV
                                 Pullman Industrial
                                 Tall Oaks Apartments
                                 Salem Arms Apartments

<PAGE>

                                    EXHIBIT D

             FORM OF [MASTER] [SPECIAL] SERVICER REQUEST FOR RELEASE

                                     [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045-1951
Attention:  Mortgage Document Custody (CMBS)

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2006-C1

            In connection with the administration of the Mortgage Files held by
or on behalf of you as trustee under the Pooling and Servicing Agreement, dated
as of March 1, 2005 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, GMAC Commercial Mortgage
Corporation, as master servicer (in such capacity, the "Master Servicer No. 1"),
KeyCorp Real Estate Capital Markets, Inc., as master servicer (in such capacity,
the "Master Servicer No. 2"), NCB, FSB, as master servicer (in such capacity,
the "Master Servicer No. 3"), GMAC Commercial Mortgage Corporation, as special
servicer (in such capacity, the "Special Servicer No. 1"), National Consumer
Cooperative Bank as special servicer (in such capacity, the "Special Servicer
No. 2"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"), and you, as
trustee (in such capacity, the "Trustee"), the undersigned as [Master] [Special]
Servicer No. [1][2][3] hereby requests a release of the Mortgage File (or the
portion thereof specified below) held by or on behalf of you as Trustee with
respect to the following described Mortgage Loan for the reason indicated below.

Property Name:

Address:

Prospectus No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting Mortgage File (or portion thereof):

______      1.    Mortgage Loan paid in full. The undersigned hereby certifies
            that all amounts received in connection with the Mortgage Loan that
            are required to be credited to the Collection Account or, if
            applicable, a Mortgage Loan Combination Custodial Account pursuant
            to the Pooling and Servicing Agreement, have been or will be so
            credited.

______      2.    Other.  (Describe)

            The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten days of our receipt thereof, unless the Mortgage
Loan has been paid in full, in which case the Mortgage File (or such portion
thereof) will be retained by us permanently.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.

                                    ____________________________________________
                                    as [Master] [Special] Servicer


                                    By: ________________________________________
                                    Name:
                                    Title:

<PAGE>

                                    EXHIBIT E

                     FORM OF STATEMENT TO CERTIFICATEHOLDERS

                               See Attached Report

<PAGE>


<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------

                                         DISTRIBUTION DATE STATEMENT

                                              Table of Contents
<CAPTION>

                     -------------------------------------------------------------------------------
<S>                                                                                        <C>
                        STATEMENT SECTIONS                                                 PAGE(s)
                        ------------------                                                 -------

                        Certificate Distribution Detail                                       2
                        Certificate Factor Detail                                             3
                        Reconciliation Detail                                                 4
                        Other Required Information                                            5
                        Cash Reconciliation                                                   6
                        Ratings Detail                                                        7
                        Current Mortgage Loan and Property Stratification Tables           8 - 16
                        Mortgage Loan Detail                                                 17
                        Principal Prepayment Detail                                          18
                        Historical Detail                                                    19
                        Delinquency Loan Detail                                              20
                        Specially Serviced Loan Detail                                     21 - 22
                        Modified Loan Detail                                                 23
                        Liquidated Loan Detail                                               24
                        Bond / Collateral Realized Loss Reconciliation                       25
                        Supplemental Reporting                                               26
                     -------------------------------------------------------------------------------

<CAPTION>
              Issuer                                Master Servicer
-----------------------------------       -----------------------------------
<S>                                       <C>
Credit Suisse First Boston Mortgage       KeyCorp Real Estate Capital
Securities Corp.                          Markets, Inc.
11 Madison Avenue, 5th Floor              911 Main Street, Suite 1500
New York, NY 10010                        Kansas City, MO 64105

Contact: General Information Number       Contact:       Marty O'Conner
Phone Number: (212) 325-2000              Phone Number:  (816) 221-8800
-----------------------------------       -----------------------------------

<CAPTION>
     Master & Special Servicer                 Master & Special Servicer
-----------------------------------       -----------------------------------
<S>                                       <C>
GMAC Commercial Mortgage                  NCB, FSB
Corporation                               National Consumer Cooperative Bank
200 Witmer Road                           1725 Eye Street, NW
Horsham, PA 19044-8015                    Washington, DC 20006

Contact:       Darri Cunningham           Contact:       Kathleen Luzik
Phone Number:  (215) 328-1784             Phone Number:  (202) 336-7633
-----------------------------------       -----------------------------------

This report has been compiled from information provided to Wells Fargo Bank, N.A. by various third parties, which may include the
Master Servicer, Special Servicer and others. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of information
received from these third parties and assumes no duty to do so. Wells Fargo Bank, N.A. expressly disclaims any responsibility for
the accuracy or completeness of information furnished by third parties.

------------------------------------------------------------------------------------------------------------------------------------
Copyright 2006, Wells Fargo Bank, N.A.                                                                                  Page 1 of 26
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------

                                       Certificate Distribution Detail

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                 Realized Loss /                         Current
            Pass-Through Original Beginning  Principal     Interest   Prepayment Additional Trust   Total      Ending Subordination
Class CUSIP     Rate     Balance   Balance  Distribution Distribution  Premium    Fund Expenses  Distribution Balance     Level(1)
-----------------------------------------------------------------------------------------------------------------------------------
<S>   <C>   <C>           <C>       <C>        <C>          <C>         <C>           <C>           <C>        <C>       <C>
 A-1         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 A-2         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 A-3         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 A-AB        0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 A-4         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
A-1-A        0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 A-M         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 A-J         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  B          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  C          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  D          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  E          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  F          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  G          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  H          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  J          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  K          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  L          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  M          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  N          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  O          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  P          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  Q          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  S          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 CCA         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  R          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  V          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
-----------------------------------------------------------------------------------------------------------------------------------
Totals                     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
---------------------------------------------------------------------------------------------------
                            Original  Beginning                                            Ending
              Pass-Through  Notional   Notional    Interest    Prepayment    Total        Notional
Class  CUSIP      Rate       Amount     Amount   Distribution   Premium   Distribution     Amount
---------------------------------------------------------------------------------------------------
<S>    <C>     <C>           <C>       <C>         <C>          <C>         <C>           <C>
 A-X           0.000000%      0.00      0.00        0.00         0.00        0.00          0.00
 A-Y           0.000000%      0.00      0.00        0.00         0.00        0.00          0.00
---------------------------------------------------------------------------------------------------

(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending
balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate
to the designated class and deviding the result by (A).




-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 2 of 26
</TABLE>
<PAGE>


<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------

                                          Certificate Factor Detail

<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                                              Realized Loss /
                  Beginning      Principal        Interest      Prepayment    Additional Trust       Ending
Class    CUSIP     Balance      Distribution    Distribution     Premium       Fund Expenses        Balance
--------------------------------------------------------------------------------------------------------------
<S>      <C>      <C>            <C>             <C>            <C>              <C>               <C>
 A-1              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-2              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-3              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-AB             0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-4              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
A-1-A             0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-4              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-M              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-J              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  B               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  C               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  D               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  E               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  F               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  G               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  H               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  J               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  K               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  L               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  M               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  N               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  O               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  P               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  Q               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  S               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 CCA              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  R               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  V               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
--------------------------------------------------------------------------------------------------------------

<CAPTION>

---------------------------------------------------------------------------
                  Beginning                                       Ending
                   Notional       Interest       Prepayment      Notional
Class    CUSIP      Amount      Distribution      Premium         Amount
---------------------------------------------------------------------------
<S>      <C>         <C>            <C>             <C>            <C>
 A-X             0.00000000     0.00000000      0.00000000     0.00000000
 A-Y             0.00000000     0.00000000      0.00000000     0.00000000
---------------------------------------------------------------------------



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 3 of 26
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------
                                            Reconciliation Detail

<CAPTION>
       Advance Summary                                                            Servicing Fee Summary
<S>                                        <C>              <C>                                                             <C>
P & I Advances Outstanding                 0.00             Current Period Accrued Servicing Fees                           0.00

Servicing Advances Outstanding             0.00             Less Servicing Fees on Delinquent Payments                      0.00

                                                            Less Reductions to Servicing Fees                               0.00
Reimbursement for Interest on P & I        0.00
Advances paid from general collections                      Plus Servicing Fees for Delinquent Payments Received            0.00

                                                            Plus Adjustments for Prior Servicing Calculation                0.00
Reimbursement for Interest on Servicing    0.00
Advances paid from general collections                      Total Servicing Fees Collected                                  0.00

<CAPTION>
Certificate Interest Reconciliation
-----------------------------------------------------------------------------------------------------------------------

                        Accrued      Net Aggregate      Distributable       Distributable                   Additional
            Accrued   Certificate      Prepayment        Certificate    Certificate Interest    WAC CAP     Trust Fund
Class         Days     Interest    Interest Shortfall      Interest          Adjustment        Shortfall     Expenses
-----------------------------------------------------------------------------------------------------------------------
<S>           <C>        <C>              <C>                 <C>              <C>                <C>           <C>
 A-1           0         0.00             0.00                0.00             0.00               0.00          0.00
 A-2           0         0.00             0.00                0.00             0.00               0.00          0.00
 A-3           0         0.00             0.00                0.00             0.00               0.00          0.00
 A-AB          0         0.00             0.00                0.00             0.00               0.00          0.00
 A-4           0         0.00             0.00                0.00             0.00               0.00          0.00
A-1-A          0         0.00             0.00                0.00             0.00               0.00          0.00
 A-M           0         0.00             0.00                0.00             0.00               0.00          0.00
 A-J           0         0.00             0.00                0.00             0.00               0.00          0.00
 A-X           0         0.00             0.00                0.00             0.00               0.00          0.00
 A-Y           0         0.00             0.00                0.00             0.00               0.00          0.00
  B            0         0.00             0.00                0.00             0.00               0.00          0.00
  C            0         0.00             0.00                0.00             0.00               0.00          0.00
  D            0         0.00             0.00                0.00             0.00               0.00          0.00
  E            0         0.00             0.00                0.00             0.00               0.00          0.00
  F            0         0.00             0.00                0.00             0.00               0.00          0.00
  G            0         0.00             0.00                0.00             0.00               0.00          0.00
  H            0         0.00             0.00                0.00             0.00               0.00          0.00
  J            0         0.00             0.00                0.00             0.00               0.00          0.00
  K            0         0.00             0.00                0.00             0.00               0.00          0.00
  L            0         0.00             0.00                0.00             0.00               0.00          0.00
  M            0         0.00             0.00                0.00             0.00               0.00          0.00
  N            0         0.00             0.00                0.00             0.00               0.00          0.00
  O            0         0.00             0.00                0.00             0.00               0.00          0.00
  P            0         0.00             0.00                0.00             0.00               0.00          0.00
  Q            0         0.00             0.00                0.00             0.00               0.00          0.00
  S            0         0.00             0.00                0.00             0.00               0.00          0.00
 CCA           0         0.00             0.00                0.00             0.00               0.00          0.00
-----------------------------------------------------------------------------------------------------------------------
Totals         0         0.00             0.00                0.00             0.00               0.00          0.00
-----------------------------------------------------------------------------------------------------------------------


<CAPTION>

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

                             Remaining Unpaid
             Interest         Distributable
Class      Distribution   Certificate Interest
------------------------------------------------
<S>             <C>                <C>
 A-1           0.00               0.00
 A-2           0.00               0.00
 A-3           0.00               0.00
 A-AB          0.00               0.00
 A-4           0.00               0.00
A-1-A          0.00               0.00
 A-M           0.00               0.00
 A-J           0.00               0.00
 A-X           0.00               0.00
 A-Y           0.00               0.00
  B            0.00               0.00
  C            0.00               0.00
  D            0.00               0.00
  E            0.00               0.00
  F            0.00               0.00
  G            0.00               0.00
  H            0.00               0.00
  J            0.00               0.00
  K            0.00               0.00
  L            0.00               0.00
  M            0.00               0.00
  N            0.00               0.00
  O            0.00               0.00
  P            0.00               0.00
  Q            0.00               0.00
  S            0.00               0.00
 CCA           0.00               0.00
-----------------------------------------------
Totals         0.00               0.00
-----------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 4 of 26
</TABLE>
<PAGE>


<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>

                           Other Required Information

-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>              <C>                                           <C>

Available Distribution Amount                           0.00             Additional Trust Fund Expenses/(Gains)        0.00

                                                                               Fees Paid to Special Servicers          0.00

                                                                               Interest on Advances                    0.00
Aggregate Number of Outstanding Loans                      0
                                                                               Other Expenses of Trust                 0.00
Aggregate Unpaid Principal Balance of Loans             0.00

Aggregate Stated Principal Balance of Loans             0.00
                                                                         Appraisal Reduction Amount

                                                                         ----------------------------------------------------
                                                                                     Appraisal     Cumulative    Most Recent
                                                                           Loan      Reduction        ASER        App. Red.
Aggregate Amount of Servicing Fee                       0.00              Number     Effected        Amount         Date
                                                                         ----------------------------------------------------
Aggregate Amount of Special Servicing Fee               0.00

Aggregate Stand-by Fee                                  0.00

Aggregate Paying Agent Fee                              0.00

Aggregate Amount of Trustee Fee                         0.00

Aggregate Trust Fund Expenses                           0.00


                                                                         ----------------------------------------------------
                                                                         Total
                                                                         ----------------------------------------------------


-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 5 of 26
</TABLE>
<PAGE>


<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                          Cash Reconciliation Detail

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

<S>                                                                                   <C>             <C>
Total Funds Collected
     Interest:
          Interest paid or advanced                                                    0.00
          Interest reductions due to Non-Recoverability Determinations                 0.00
          Interest Adjustments                                                         0.00
          Deferred Interest                                                            0.00
          Net Prepayment Interest Shortfall                                            0.00
          Net Prepayment Interest Excess                                               0.00
          Extension Interest                                                           0.00
          Interest Reserve Withdrawal                                                  0.00
                                                                                             --------------
               Total Interest Collected                                                                0.00

     Principal:
          Scheduled Principal                                                          0.00
          Unscheduled Principal                                                        0.00
               Principal Prepayments                                                   0.00
               Collection of Principal after Maturity Date                             0.00
               Recoveries from Liquidation and Insurance Proceeds                      0.00
               Excess of Prior Principal Amounts paid                                  0.00
               Curtailments                                                            0.00
          Negative Amortization                                                        0.00
          Principal Adjustments                                                        0.00
                                                                                             --------------
               Total Principal Collected                                                               0.00

     Other:
          Prepayment Penalties/Yield Maintenance                                       0.00
          Repayment Fees                                                               0.00
          Borrower Option Extension Fees                                               0.00
          Equity Payments Received                                                     0.00
          Net Swap Counterparty Payments Received                                      0.00
                                                                                             --------------
               Total Other Collected                                                                   0.00
                                                                                             --------------
Total Funds Collected                                                                                  0.00
                                                                                             ==============




Total Funds Distributed
     Fees:
          Master Servicing Fee                                                         0.00
          Trustee Fee                                                                  0.00
          Certificate Administration Fee                                               0.00
          Insurer Fee                                                                  0.00
          Miscellaneous Fee                                                            0.00
                                                                                             --------------
               Total Fees                                                                              0.00

     Additional Trust Fund Expenses:

          Reimbursement for Interest on Advances                                       0.00
          ASER Amount                                                                  0.00
          Special Servicing Fee                                                        0.00
          Rating Agency Expenses                                                       0.00
          Attorney Fees & Expenses                                                     0.00
          Bankruptcy Expense                                                           0.00
          Taxes Imposed on Trust Fund                                                  0.00
          Non-Recoverable Advances                                                     0.00
          Other Expenses                                                               0.00
                                                                                             --------------
               Total Additional Trust Fund Expenses                                                    0.00

     Interest Reserve Deposit                                                                          0.00

     Payments to Certificateholders & Others:
          Interest Distribution                                                        0.00
          Principal Distribution                                                       0.00
          Prepayment Penalties/Yield Maintenance                                       0.00
          Borrower Option Extension Fees                                               0.00
          Equity Payments Paid                                                         0.00
          Net Swap Counterparty Payments Paid                                          0.00
                                                                                             --------------
               Total Payments to Certificateholders & Others                                           0.00
                                                                                             --------------
Total Funds Distributed                                                                                0.00
                                                                                             ==============


-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 6 of 26
</TABLE>
<PAGE>


<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------

                                                Ratings Detail
<CAPTION>
      ---------------------------------------------------------------------------------------------------------------
                                                   Original Ratings                       Current Ratings  (1)
                                       ------------------------------------------------------------------------------
      Class               CUSIP            Fitch       Moody's       S & P         Fitch       Moody's       S & P
      ---------------------------------------------------------------------------------------------------------------
<S>                       <C>              <C>         <C>           <C>           <C>         <C>           <C>
       A-1
       A-2
       A-3
       A-AB
       A-4
      A-1-A
       A-M
       A-J
       A-X
       A-Y
        B
        C
        D
        E
        F
        G
        H
        J
        K
        L
        M
        N
        O
        P
        Q
        S
       CCA

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

      NR  - Designates that the class was not rated by the above agency at the time of original issuance.
       X  - Designates that the above rating agency did not rate any classes in this transaction at the time of original issuance.
      N/A - Data not available this period.


   1) For any class not rated at the time of original issuance by any particular rating agency, no request has been made
   subsequent to issuance to obtain rating information, if any, from such rating agency. The current ratings were obtained
   directly from the applicable rating agency within 30 days of the payment date listed above. The ratings may have changed since
   they were obtained. Because the ratings may have changed, you may want to obtain current ratings directly from the rating
   agencies.

<CAPTION>
<S>                                           <C>                                              <C>
Fitch, Inc.                                   Moody's Investors Service                        Standard & Poor's Rating Services
One State Street Plaza                        99 Church Street                                 55 Water Street
New York, New York 10004                      New York, New York 10007                         New York, New York 10041
(212) 908-0500                                (212) 553-0300                                   (212) 438-2430



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 7 of 26
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------

                          Current Mortgage Loan and Property Stratification Tables
                                              Aggregate Pool

<CAPTION>
                      Scheduled Balance                                                       State (3)
----------------------------------------------------------------   ----------------------------------------------------------------
                                 % of                                                                % of
   Scheduled    # of  Scheduled   Agg.  WAM         Weighted                      # of    Scheduled   Agg.  WAM         Weighted
    Balance    loans   Balance    Bal.  (2)  WAC  Avg DSCR (1)          State     Props.   Balance    Bal.  (2)  WAC   Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>     <C>        <C>    <C>  <C>   <C>






















----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

See footnotes on last page of this section.



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 8 of 26
</TABLE>
<PAGE>


<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------
                           Current Mortgage Loan and Property Stratification Tables
                                                Aggregate Pool

<CAPTION>
               Debt Service Coverage Ratio                                                Property Type (3)
----------------------------------------------------------------   ----------------------------------------------------------------
 Debt Service                    % of                                                                % of
   Coverage     # of  Scheduled   Agg.  WAM  WAC    Weighted          Property    # of    Scheduled   Agg.  WAM  WAC   Weighted
     Ratio     loans   Balance    Bal.  (2)       Avg DSCR (1)          Type      Props.   Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>      <C>       <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

<CAPTION>
                         Note Rate                                                           Seasoning
----------------------------------------------------------------   ----------------------------------------------------------------
                                 % of                                                               % of
     Note       # of  Scheduled   Agg.  WAM  WAC    Weighted                     # of   Scheduled   Agg.  WAM  WAC   Weighted
     Rate      loans   Balance    Bal.  (2)       Avg DSCR (1)       Seasoning   loans   Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

See footnotes on last page of this section.



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 9 of 26
</TABLE>
<PAGE>


<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                           Current Mortgage Loan and Property Stratification Tables
                                                Aggregate Pool

       Anticipated Remaining Term (ARD and Balloon Loans)                   Remaining Stated Term (Fully Amortizing Loans)
----------------------------------------------------------------   ----------------------------------------------------------------
 Anticipated                     % of                                 Remaining                     % of
  Remaining     # of  Scheduled   Agg.  WAM  WAC    Weighted           Stated     # of   Scheduled   Agg.  WAM  WAC   Weighted
   Term (2)    loans   Balance    Bal.  (2)       Avg DSCR (1)          Term      loans   Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

</TABLE>


<TABLE>
<CAPTION>
      Remaining Amortization Term (ARD and Balloon Loans)                              Age of Most Recent NOI
----------------------------------------------------------------   ----------------------------------------------------------------
   Remaining                     % of                                                               % of
 Amortization  # of  Scheduled   Agg.  WAM  WAC    Weighted          Age of Most  # of   Scheduled   Agg.  WAM  WAC   Weighted
     Term      loans   Balance    Bal.  (2)       Avg DSCR (1)        Recent NOI  loans   Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In
all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer,
information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by
the borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
Anticipated Repayment Date, if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off
Date balance of each property as disclosed in the offering document.

-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 10 of 26
</TABLE>
<PAGE>


<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------

                          Current Mortgage Loan and Property Stratification Tables
                                                    Group I

<CAPTION>
                      Scheduled Balance                                                       State (3)
----------------------------------------------------------------   ----------------------------------------------------------------
                                 % of                                                               % of
   Scheduled    # of  Scheduled   Agg.  WAM         Weighted                      # of   Scheduled   Agg.  WAM        Weighted
    Balance    loans   Balance    Bal.  (2)  WAC  Avg DSCR (1)          State     Props.  Balance    Bal.  (2)  WAC  Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>






















----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

See footnotes on last page of this section.



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 11 of 26
</TABLE>
<PAGE>


<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------
                           Current Mortgage Loan and Property Stratification Tables
                                                    Group I

<CAPTION>
               Debt Service Coverage Ratio                                                Property Type (3)
----------------------------------------------------------------   ----------------------------------------------------------------
 Debt Service                    % of                                                               % of
   Coverage     # of  Scheduled   Agg.  WAM  WAC    Weighted          Property    # of   Scheduled   Agg.  WAM  WAC   Weighted
     Ratio     loans   Balance    Bal.  (2)       Avg DSCR (1)          Type      Props.  Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

<CAPTION>
                         Note Rate                                                           Seasoning
----------------------------------------------------------------   ----------------------------------------------------------------
                                 % of                                                               % of
     Note       # of  Scheduled   Agg.  WAM  WAC    Weighted                     # of   Scheduled   Agg.  WAM  WAC   Weighted
     Rate      loans   Balance    Bal.  (2)       Avg DSCR (1)       Seasoning   loans   Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

See footnotes on last page of this section.



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 12 of 26
</TABLE>
<PAGE>


<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                           Current Mortgage Loan and Property Stratification Tables
                                                    Group I

       Anticipated Remaining Term (ARD and Balloon Loans)                   Remaining Stated Term (Fully Amortizing Loans)
----------------------------------------------------------------   ----------------------------------------------------------------
 Anticipated                     % of                                 Remaining                     % of
  Remaining     # of  Scheduled   Agg.  WAM  WAC    Weighted           Stated     # of   Scheduled   Agg.  WAM  WAC   Weighted
   Term (2)    loans   Balance    Bal.  (2)       Avg DSCR (1)          Term      loans   Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
      Remaining Amortization Term (ARD and Balloon Loans)                              Age of Most Recent NOI
----------------------------------------------------------------   ----------------------------------------------------------------
   Remaining                     % of                                                               % of
 Amortization  # of  Scheduled   Agg.  WAM  WAC    Weighted          Age of Most  # of   Scheduled   Agg.  WAM  WAC   Weighted
     Term      loans   Balance    Bal.  (2)       Avg DSCR (1)        Recent NOI  loans   Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset
level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the
Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of the
data provided by the borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of
the Anticipated Repayment Date, if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon
the Cut-off Date balance of each property as disclosed in the offering document.

-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 13 of 26
</TABLE>

<PAGE>


<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                          Current Mortgage Loan and Property Stratification Tables
                                                  Group II

                      Scheduled Balance                                                       State (3)
----------------------------------------------------------------   ----------------------------------------------------------------
                                 % of                                                               % of
   Scheduled    # of  Scheduled   Agg.  WAM         Weighted                      # of   Scheduled   Agg.  WAM        Weighted
    Balance    loans   Balance    Bal.  (2)  WAC  Avg DSCR (1)          State     Props.  Balance    Bal.  (2)  WAC  Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>






















----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

See footnotes on last page of this section.



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 14 of 26
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------
                           Current Mortgage Loan and Property Stratification Tables
                                                  Group II

<CAPTION>
               Debt Service Coverage Ratio                                                Property Type (3)
----------------------------------------------------------------   ----------------------------------------------------------------
 Debt Service                    % of                                                               % of
   Coverage     # of  Scheduled   Agg.  WAM  WAC    Weighted          Property    # of   Scheduled   Agg.  WAM  WAC   Weighted
     Ratio     loans   Balance    Bal.  (2)       Avg DSCR (1)          Type      Props.  Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

</TABLE>



<TABLE>
<CAPTION>
                         Note Rate                                                           Seasoning
----------------------------------------------------------------   ----------------------------------------------------------------
                                 % of                                                               % of
     Note       # of  Scheduled   Agg.  WAM  WAC    Weighted                     # of   Scheduled   Agg.  WAM  WAC   Weighted
     Rate      loans   Balance    Bal.  (2)       Avg DSCR (1)       Seasoning   loans   Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

See footnotes on last page of this section.



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 15 of 26
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                           Current Mortgage Loan and Property Stratification Tables
                                                  Group II

       Anticipated Remaining Term (ARD and Balloon Loans)                   Remaining Stated Term (Fully Amortizing Loans)
----------------------------------------------------------------   ----------------------------------------------------------------
 Anticipated                     % of                                 Remaining                     % of
  Remaining     # of  Scheduled   Agg.  WAM  WAC    Weighted           Stated     # of   Scheduled   Agg.  WAM  WAC   Weighted
   Term (2)    loans   Balance    Bal.  (2)       Avg DSCR (1)          Term      loans   Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

<CAPTION>
      Remaining Amortization Term (ARD and Balloon Loans)                              Age of Most Recent NOI
----------------------------------------------------------------   ----------------------------------------------------------------
   Remaining                     % of                                                               % of
 Amortization  # of  Scheduled   Agg.  WAM  WAC    Weighted          Age of Most  # of   Scheduled   Agg.  WAM  WAC   Weighted
     Term      loans  Balance    Bal.  (2)       Avg DSCR (1)        Recent NOI   loans   Balance    Bal.  (2)       Avg DSCR (1)
----------------------------------------------------------------   ----------------------------------------------------------------
<S>            <C>    <C>        <C>    <C>  <C>  <C>              <C>            <C>    <C>        <C>    <C>  <C>  <C>








----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
----------------------------------------------------------------   ----------------------------------------------------------------

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset
level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the
Servicer, information from the offering document is used. The Paying Agent makes no representations as to the accuracy of
the data provided by for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
Anticipated Repayment Date, if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the
Cut-off Date balance of each property as disclosed in the offering document.


-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 16 of 26
</TABLE>

<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------

                                             Mortgage Loan Detail
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                                Anticipated              Neg.   Beginning   Ending    Paid
Loan          Property               Interest Principal  Gross   Repayment   Maturity   Amort   Scheduled  Scheduled  Thru
Number  ODCR  Type (1)  City  State  Payment  Payment   Coupon     Date        Date     (Y/N)   Balance    Balance    Date
---------------------------------------------------------------------------------------------------------------------------
<S>     <C>   <C>       <C>   <C>    <C>      <C>       <C>     <C>          <C>        <C>     <C>        <C>        <C>







---------------------------------------------------------------------------------------------------------------------------
Totals
---------------------------------------------------------------------------------------------------------------------------

<CAPTION>
---------------------------------------------
         Appraisal  Appraisal   Res.    Mod.
Loan     Reduction  Reduction  Strat.  Code
Number     Date      Amount     (2)     (3)
---------------------------------------------
<S>      <C>        <C>        <C>     <C>







---------------------------------------------
Totals
---------------------------------------------


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

                             (1) Property Type Code
                             ----------------------

                  MF -  Multi-Family            OF - Office
                  RT -  Retail                  MU - Mixed Use
                  HC -  Health Care             LO - Lodging
                  IN -  Industrial              SS - Self Storage
                  WH -  Warehouse               OT - Other
                  MH -  Mobile Home Park

                          (2) Resolution Strategy Code
                          ----------------------------

1 - Modification        6 - DPO                       10 - Deed in Lieu Of
2 - Foreclosure         7 - REO                            Foreclosure
3 - Bankruptcy          8 - Resolved                  11 - Full Payoff
4 - Extension           9 - Pending Return            12 - Reps and Warranties
5 - Note Sale               to Master Servicer        13 - Other or TBD


                             (3) Modification Code
                             ---------------------

                        1 - Maturity Date Extension
                        2 - Amortization Change
                        3 - Principal Write-Off
                        4 - Combination
--------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 17 of 26
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------

                                          Principal Prepayment Detail
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                Principal Prepayment Amount                  Prepayment Penalties
                  Offering Document       ------------------------------------------------------------------------------------------
Loan Number       Cross-Reference         Payoff Amount     Curtailment Amount    Percentage Premium    Yield Maintenance Charge
------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>                     <C>               <C>                   <C>                   <C>
























------------------------------------------------------------------------------------------------------------------------------------
Totals
------------------------------------------------------------------------------------------------------------------------------------



-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 18 of 26
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------

                                               Historical Detail
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

                                           Delinquencies
-------------------------------------------------------------------------------------------------
Distribution  30-59 Days   60-89 Days   90 Days or More   Foreclosure       REO     Modifications
Date          #  Balance   #  Balance   #       Balance   #   Balance   # Balance   #     Balance
-------------------------------------------------------------------------------------------------
<S>           <C>          <C>          <C>               <C>           <C>         <C>












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

<CAPTION>

               Prepayments                          Rate and Maturities
--------------------------------------------------------------------------------------
Distribution  Curtailments        Payoff        Next Weighted Avg.
Date          #    Balance      #  Balance      Coupon      Remit     WAM
--------------------------------------------------------------------------------------
<S>           <C>               <C>             <C>         <C>       <C>













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

Note: Foreclosure and REO Totals are excluded from the delinquencies.


-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 19 of 26
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------

                                            Delinquency Loan Detail
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                 Offering      # of                   Current   Outstanding   Status of   Resolution
                 Document      Months   Paid Through   P & I       P & I       Mortgage    Strategy     Servicing      Foreclosure
Loan Number   Cross-Reference  Delinq.      Date      Advances   Advances **   Loan (1)     Code (2)   Transfer Date      Date
-----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>              <C>      <C>           <C>       <C>           <C>         <C>          <C>             <C>







-----------------------------------------------------------------------------------------------------------------------------------
Totals
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

--------------------------------------------------------------
               Current     Outstanding
              Servicing     Servicing       Bankruptcy     REO
Loan Number   Advances      Advances          Date        Date
--------------------------------------------------------------
<S>           <C>          <C>             <C>            <C>







--------------------------------------------------------------
Totals
--------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                      (1) Status of Mortgage Loan
                                      ---------------------------
<S>                             <C>                                  <C>
A - Payment Not Received        0 - Current                          4 - Assumed Scheduled Payment
    But Still in Grace Period   1 - One Month Delinquent                 (Performing Matured Loan)
B - Late Payment But Less       2 - Two Months Delinquent            7 - Foreclosure
    Than 1 Month Delinquent     3 - Three or More Months Delinquent  9 - REO

<CAPTION>
                                     (2) Resolution Strategy Code
                                     ----------------------------
<S>                             <C>                                  <C>
1 - Modification                6 - DPO                              10 - Deed In Lieu Of
2 - Foreclosure                 7 - REO                                   Foreclosure
3 - Bankruptcy                  8 - Resolved                         11 - Full Payoff
4 - Extension                   9 - Pending Return                   12 - Reps and Warranties
5 - Note Sale                       to Master Servicer               13 - Other or TBD
-------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 20 of 26
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------

                                     Specially Serviced Loan Detail - Part 1
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                            Offering      Servicing    Resolution
Distribution    Loan        Document      Transfer      Strategy    Scheduled   Property          Interest    Actual
    Date        Number   Cross-Reference    Date         Code (1)    Balance    Type (2)   State    Rate     Balance
---------------------------------------------------------------------------------------------------------------------
<S>             <C>      <C>              <C>          <C>          <C>         <C>        <C>    <C>        <C>







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

<CAPTION>

----------------------------------------------------------------------------
                   Net                                          Remaining
Distribution    Operating    NOI            Note    Maturity   Amortization
    Date          Income     Date    DSCR   Date      Date         Term
----------------------------------------------------------------------------
<S>             <C>          <C>     <C>    <C>     <C>        <C>







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

<CAPTION>
                                 (1) Resolution Strategy Code
                                 ----------------------------
<C>                             <C>                                  <C>
1 - Modification                6 - DPO                              10 - Deed in Lieu Of
2 - Foreclosure                 7 - REO                                   Foreclosure
3 - Bankruptcy                  8 - Resolved                         11 - Full Payoff
4 - Extension                   9 - Pending Return                   12 - Reps and Warranties
5 - Note Sale                       to Master Servicer               13 - Other or TBD

<CAPTION>
             (2) Property Type Code
             ----------------------
<S>                             <C>
MF - Multi-Family               OF - Office
RT - Retail                     MU - Mixed Use
HC - Health Care                LO - Lodging
IN - Industrial                 SS - Self Storage
WH - Warehouse                  OT - Other
MH - Mobile Home Park


-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 21 of 26
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------

                                      Specially Serviced Loan Detail - Part 2
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

                           Offering       Resolution      Site
Distribution   Loan        Document        Strategy    Inspection                 Appraisal   Appraisal      Other REO
    Date       Number   Cross-Reference    Code (1)       Date     Phase 1 Date     Date        Value     Property Revenue   Comment
------------------------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>               <C>          <C>         <C>            <C>         <C>         <C>                <C>

















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


<CAPTION>
                                     (1) Resolution Strategy Code
                                     ----------------------------

<C>                             <C>                                  <C>
1 - Modification                6 - DPO                              10 - Deed in Lieu Of
2 - Foreclosure                 7 - REO                                   Foreclosure
3 - Bankruptcy                  8 - Resolved                         11 - Full Payoff
4 - Extension                   9 - Pending Return                   12 - Reps and Warranties
5 - Note Sale                       to Master Servicer               13 - Other or TBD


-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 22 of 26
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------

                                             Modified Loan Detail
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
              Offering
Loan          Document          Pre-Modification          Pre-Modification     Post-Modification     Modification     Modification
Number      Cross-Reference         Balance                 Interest Rate        Interest Rate            Date         Description
-----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>                 <C>                       <C>                   <C>                  <C>              <C>






















-----------------------------------------------------------------------------------------------------------------------------------
Totals
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 23 of 26
</TABLE>
<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------

                                             Liquidated Loan Detail
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                   Final Recovery        Offering                                                    Gross Proceeds      Aggregate
Loan                Determination        Document      Appraisal    Appraisal   Actual     Gross       as a % of        Liquidation
Number                  Date         Cross-Reference      Date        Value     Balance   Proceeds   Actual Balance      Expenses *
-----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>              <C>              <C>          <C>         <C>       <C>        <C>                <C>











-----------------------------------------------------------------------------------------------------------------------------------
Current Total
-----------------------------------------------------------------------------------------------------------------------------------
Cumulative Total
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

--------------------------------------------------------------------------------
                       Net           Net Proceeds                    Repurchased
Loan               Liquidation        as a % of         Realized      by Seller
Number               Proceeds       Actual Balance        Loss          (Y/N)
--------------------------------------------------------------------------------
<S>                <C>              <C>                 <C>          <C>












--------------------------------------------------------------------------------
Current Total
--------------------------------------------------------------------------------
Cumulative Total
--------------------------------------------------------------------------------

* Aggregate liquidation expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).


-----------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 24 of 26
</TABLE>

<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------

                                     Bond/Collateral Reallized Loss Reconciliation

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                   Beginning                                             Amounts
                                   Balance of     Aggregate      Prior Realized      Covered by Over-       Interest (Shortage)/
Distribution         Prospectus   the Loan at   Realized Loss     Loss Applied     collateralization and    Excesses applied to
    Date                 Id       Liquidation     on Loans       to Certificates    other Credit Support    other Credit Support
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>          <C>           <C>              <C>               <C>                      <C>

















------------------------------------------------------------------------------------------------------------------------------------
Current Total
------------------------------------------------------------------------------------------------------------------------------------
Cumulative Total
------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                        Modification          Additional
                        Adjustments/         (Recoveries)/        Current Realized        Recoveries of      (Recoveries)/Realized
Distribution        Appraisal Reduction   Expenses applied to      Loss Applied to       Realized Losses        Loss Applied to
    Date                 Adjustment         Realized Losses          Certificates         Paid as Cash        Certificate Interest
------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                   <C>                     <C>                    <C>                 <C>

















------------------------------------------------------------------------------------------------------------------------------------
Current Total
------------------------------------------------------------------------------------------------------------------------------------
Cumulative Total
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 25 of 26
</TABLE>

<PAGE>

<TABLE>
<S>                        <C>                                                       <C>
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |           Credit Suisse Commercial Mortgage Trust Series 2006-C1    |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |               (301) 815-6600               |
       ---------                               Series 2006-C1                        |  Reports Available on the World Wide Web   |
                                                                                     |           @ www.ctslink.com/cmbs           |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services
9062 Old Annapolis Road                                                                        Payment Date:    04/17/2006
Columbia, MD 21045-1951    Determination Date: 04/11/2006                                      Record Date:     03/31/2006
-----------------------------------------------------------------------------------------------------------------------------------

                                                   Supplemental Reporting

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

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

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



















------------------------------------------------------------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                                                                    Page 26 of 26
</TABLE>

<PAGE>

                                  EXHIBIT F-1A

                        FORM I OF TRANSFEROR CERTIFICATE
                  FOR TRANSFERS OF NON-REGISTERED CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue,
Minneapolis, Minnesota  55479-0113
Attention:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2006-C1

[OR OTHER CERTIFICATE REGISTRAR]

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2006-C1,
                  Class ______ Certificates [having an initial aggregate
                  Certificate [Principal Balance] [Notional Amount] as of March
                  22, 2006 (the "Closing Date") of $__________] [evidencing a
                  ____% Percentage Interest in the related Class] (the
                  "Transferred Certificates")

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, GMAC Commercial Mortgage Corporation, as master servicer (in such
capacity, the "Master Servicer No. 1"), KeyCorp Real Estate Capital Markets,
Inc., as master servicer (in such capacity, the "Master Servicer No. 2"), NCB,
FSB, as master servicer (in such capacity, the "Master Servicer No. 3"), GMAC
Commercial Mortgage Corporation, as special servicer (in such capacity, the
"Special Servicer No. 1"), National Consumer Cooperative Bank as special
servicer (in such capacity, the "Special Servicer No. 2"), and Wells Fargo Bank,
N.A., as trustee (the "Trustee"). All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:

            1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from any and
all claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security by means of general
advertising or in any other manner, or (e) taken any other action with respect
to any Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred Certificates under the Securities Act of 1933, as amended (the
"Securities Act"), or would render the disposition of the Transferred
Certificates a violation of Section 5 of the Securities Act or any state
securities laws, or would require registration or qualification of the
Transferred Certificates pursuant to the Securities Act or any state securities
laws.

            3. The Transferor and any person acting on behalf of the Transferor
in this matter reasonably believe that the Transferee is a "qualified
institutional buyer" as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act (a "Qualified Institutional Buyer") purchasing for its own
account or for the account of another person that is itself a Qualified
Institutional Buyer. In determining whether the Transferee is a Qualified
Institutional Buyer, the Transferor and any person acting on behalf of the
Transferor in this matter has relied upon the following method(s) of
establishing the Transferee's ownership and discretionary investments of
securities (check one or more):

      ___   (a) The Transferee's most recent publicly available financial
            statements, which statements present the information as of a date
            within 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. purchaser and within 18 months
            preceding such date of sale in the case of a foreign purchaser; or

      ___   (b) The most recent publicly available information appearing in
            documents filed by the Transferee with the Securities and Exchange
            Commission or another United States federal, state, or local
            governmental agency or self-regulatory organization, or with a
            foreign governmental agency or self-regulatory organization, which
            information is as of a date within 16 months preceding the date of
            sale of the Transferred Certificates in the case of a U.S. purchaser
            and within 18 months preceding such date of sale in the case of a
            foreign purchaser; or

      ___   (c) The most recent publicly available information appearing in a
            recognized securities manual, which information is as of a date
            within 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. purchaser and within 18 months
            preceding such date of sale in the case of a foreign purchaser; or

      ___   (d) A certification by the chief financial officer, a person
            fulfilling an equivalent function, or other executive officer of the
            Transferee, specifying the amount of securities owned and invested
            on a discretionary basis by the Transferee as of a specific date on
            or since the close of the Transferee's most recent fiscal year, or,
            in the case of a Transferee that is a member of a "family of
            investment companies", as that term is defined in Rule 144A, a
            certification by an executive officer of the investment adviser
            specifying the amount of securities owned by the "family of
            investment companies" as of a specific date on or since the close of
            the Transferee's most recent fiscal year.

      ___   (e)   Other.  (Please specify brief description of method) _________
            ____________________________________________________________________
            ____________________________________________________________________

            4. The Transferor and any person acting on behalf of the Transferor
      understand that in determining the aggregate amount of securities owned
      and invested on a discretionary basis by an entity for purposes of
      establishing whether such entity is a Qualified Institutional Buyer:

            (a) the following instruments and interests shall be excluded:
      securities of issuers that are affiliated with such entity; securities
      that are part of an unsold allotment to or subscription by such entity, if
      such entity is a dealer; securities of issuers that are part of such
      entity's "family of investment companies", if such entity is a registered
      investment company; bank deposit notes and certificates of deposit; loan
      participations; repurchase agreements; securities owned but subject to a
      repurchase agreement; and currency, interest rate and commodity swaps;

            (b) the aggregate value of the securities shall be the cost of such
      securities, except where the entity reports its securities holdings in its
      financial statements on the basis of their market value, and no current
      information with respect to the cost of those securities has been
      published, in which case the securities may be valued at market; and

            (c) securities owned by subsidiaries of the entity that are
      consolidated with the entity in its financial statements prepared in
      accordance with generally accepted accounting principles may be included
      if the investments of such subsidiaries are managed under the direction of
      the entity, except that, unless the entity is a reporting company under
      Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,
      securities owned by such subsidiaries may not be included if the entity
      itself is a majority-owned subsidiary that would be included in the
      consolidated financial statements of another enterprise.

            5. The Transferor or a person acting on its behalf has taken
      reasonable steps to ensure that the Transferee is aware that the
      Transferor is relying on the exemption from the provisions of Section 5 of
      the Securities Act provided by Rule 144A.

            6. The Transferor or a person acting on its behalf has furnished, or
      caused to be furnished, to the Transferee all information regarding (a)
      the Depositor, (b) the Transferred Certificates and distributions thereon,
      (c) the nature, performance and servicing of the Mortgage Loans, (d) the
      Pooling and Servicing Agreement, and (e) all related matters, that the
      Transferee has requested.

                                    Very truly yours,


                                    ____________________________________________
                                    (Transferor)

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________

<PAGE>

                                  EXHIBIT F-1B

                        FORM II OF TRANSFEROR CERTIFICATE
                  FOR TRANSFERS OF NON-REGISTERED CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue,
Minneapolis, Minnesota  55479-0113
Attention:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2006-C1

[OR OTHER CERTIFICATE REGISTRAR]

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2006-C1,
                  Class _________ Certificates [having an initial aggregate
                  Certificate [Principal Balance] [Notional Amount] as of March
                  1, 2006 (the "Closing Date") of $__________] [evidencing a
                  ____% Percentage Interest in the related Class] (the
                  "Transferred Certificates")

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, GMAC Commercial Mortgage Corporation, as master servicer (in such
capacity, the "Master Servicer No. 1"), KeyCorp Real Estate Capital Markets,
Inc., as master servicer (in such capacity, the "Master Servicer No. 2"), NCB,
FSB, as master servicer (in such capacity, the "Master Servicer No. 3"), GMAC
Commercial Mortgage Corporation, as special servicer (in such capacity, the
"Special Servicer No. 1"), National Consumer Cooperative Bank as special
servicer (in such capacity, the "Special Servicer No. 2"), and Wells Fargo Bank,
N.A., as trustee (the "Trustee"). All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, and for the benefit of the Depositor
and the Trustee, that:

                  1. The Transferor is the lawful owner of the Transferred
      Certificates with the full right to transfer such Certificates free from
      any and all claims and encumbrances whatsoever.

                  2. Neither the Transferor nor anyone acting on its behalf has
      (a) offered, transferred, pledged, sold or otherwise disposed of any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security to any person in any manner, (b) solicited any
      offer to buy or accept a transfer, pledge or other disposition of any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security from any person in any manner, (c) otherwise
      approached or negotiated with respect to any Transferred Certificate, any
      interest in a Transferred Certificate or any other similar security with
      any person in any manner, (d) made any general solicitation with respect
      to any Transferred Certificate, any interest in a Transferred Certificate
      or any other similar security by means of general advertising or in any
      other manner, or (e) taken any other action with respect to any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security, which (in the case of any of the acts described in
      clauses (a) through (e) hereof) would constitute a distribution of the
      Transferred Certificates under the Securities Act of 1933, as amended (the
      "Securities Act"), would render the disposition of the Transferred
      Certificates a violation of Section 5 of the Securities Act or any state
      securities laws, or would require registration or qualification of the
      Transferred Certificates pursuant to the Securities Act or any state
      securities laws.


                                    Very truly yours,


                                    ____________________________________________
                                    (Transferor)

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________


<PAGE>

                                  EXHIBIT F-1C

                        FORM I OF TRANSFEROR CERTIFICATE
        FOR TRANSFERS OF INTERESTS IN GLOBAL CERTIFICATES FOR CLASSES OF
                           NON-REGISTERED CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue,
Minneapolis, Minnesota  55479-0113
Attention:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2006-C1

[OR OTHER CERTIFICATE REGISTRAR]

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2006-C1,
                  Class _______, having an initial aggregate [Certificate
                  Principal Balance] [Certificate Notional Amount] as of March
                  1, 2006 (the "Issue Date") of $__________ (the "Transferred
                  Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the Transfer by
______________________ (the "Transferor") to ______________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated
as of March 1, 2006 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, GMAC Commercial Mortgage
Corporation, as master servicer (in such capacity, the "Master Servicer No. 1"),
KeyCorp Real Estate Capital Markets, Inc., as master servicer (in such capacity,
the "Master Servicer No. 2"), NCB, FSB, as master servicer (in such capacity,
the "Master Servicer No. 3"), GMAC Commercial Mortgage Corporation, as special
servicer (in such capacity, the "Special Servicer No. 1"), National Consumer
Cooperative Bank as special servicer (in such capacity, the "Special Servicer
No. 2"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). All capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby
certifies, represents and warrants to and agrees with you, as Certificate
Registrar, and for the benefit of the Depositor and the Trustee, that:

            1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from any and
all claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security by means of general
advertising or in any other manner, or (e) taken any other action with respect
to any Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred Certificates under the Securities Act of 1933, as amended (the
"Securities Act"), would render the disposition of the Transferred Certificates
a violation of Section 5 of the Securities Act or any state securities laws, or
would require registration or qualification of the Transferred Certificates
pursuant to the Securities Act or any state securities laws.


                                    Very truly yours,


                                    ____________________________________________
                                    (Transferor)

                                    By: ________________________________________
                                    Name: ______________________________________

<PAGE>

                                  EXHIBIT F-1D

                        FORM II OF TRANSFEROR CERTIFICATE
        FOR TRANSFERS OF INTERESTS IN GLOBAL CERTIFICATES FOR CLASSES OF
                           NON-REGISTERED CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue,
Minneapolis, Minnesota  55479-0113
Attention:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2006-C1

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2006-C1,
                  Class _____, having an initial aggregate [Certificate
                  Principal Balance] [Certificate Notional Amount] as of March
                  22, 2006 (the "Issue Date") of $__________ (the "Transferred
                  Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the Transfer by
______________________ (the "Transferor") to ______________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated
as of March 1, 2006 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, GMAC Commercial Mortgage
Corporation, as master servicer (in such capacity, the "Master Servicer No. 1"),
KeyCorp Real Estate Capital Markets, Inc., as master servicer (in such capacity,
the "Master Servicer No. 2"), NCB, FSB, as master servicer (in such capacity,
the "Master Servicer No. 3"), GMAC Commercial Mortgage Corporation, as special
servicer (in such capacity, the "Special Servicer No. 1"), National Consumer
Cooperative Bank as special servicer (in such capacity, the "Special Servicer
No. 2"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). All capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby
certifies, represents and warrants to and agrees with you, as Certificate
Registrar, and for the benefit of the Depositor and the Trustee, that:

            1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from any and
all claims and encumbrances whatsoever.

            2. At the time the buy order was originated, the Transferor
reasonably believed that the Transferee was outside the United States, its
territories and possessions.

            3. If the Transferor is a distributor (within the meaning of Rule
902(d) under the Securities Act of 1933, as amended (the "Securities Act")) with
respect to the Transferred Certificates, or an affiliate of such a distributor
or of the Depositor, or a person acting on behalf of such a distributor, the
Depositor or any affiliate of such distributor or of the Depositor, then:

                  (a) the sale of the Transferred Certificates by the Transferor
      to the Transferee will be executed in, on or through a physical trading
      floor of an established foreign securities exchange that is located
      outside the United States, its territories and possessions;

                  (b) no directed selling efforts (within the meaning of Rule
      902(c) under the Securities Act) have been made in the United States, its
      territories and possessions, with respect to the Transferred Certificates
      by the Transferor, any of its affiliates, or any person acting on behalf
      of any of the foregoing;

                  (c) all offers and sales, if any, of the Transferred
      Certificates by or on behalf of the Transferor prior to the expiration of
      the distribution compliance period specified in category 2 or 3 (paragraph
      (b)(2) or (b)(3)) in Rule 903 under the Securities Act, as applicable,
      have been and will be made only in accordance with the provisions of Rule
      903 or Rule 904 under the Securities Act, pursuant to registration of the
      Transferred Certificates under the Securities Act, or pursuant to an
      available exemption from the registration requirements of the Securities
      Act;

                  (d) all offering materials and documents (other than press
      releases), if any, used in connection with offers and sales of the
      Transferred Certificates by or on behalf of the Transferor prior to the
      expiration of the distribution compliance period specified in category 2
      or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 under the Securities Act, as
      applicable, complied with the requirements of Rule 902(g)(2) under the
      Securities Act; and

                  (e) if the Transferee is a distributor, a dealer or a person
      receiving a selling concession, a fee or other remuneration and the offer
      or sale of the Transferred Certificates thereto occurs prior to the
      expiration of the applicable 40-day distribution compliance period, the
      Transferor has sent a confirmation or other notice to the Transferee that
      the Transferee is subject to the same restrictions on offers and sales
      that apply to a distributor.

            4. If the Transferor is not a distributor with respect to the
Transferred Certificates or an affiliate of such a distributor or of the
Depositor or acting on behalf of such a distributor, the Depositor or any
affiliate of such a distributor or of the Depositor, then:

                  (a) the sale of the Transferred Certificates by the Transferor
      to the Transferee will be executed in, on or through the facilities of a
      designated offshore securities market described in paragraph (b) of Rule
      902 under the Securities Act, and neither the Transferor nor anyone acting
      on its behalf knows that such transaction has been prearranged with a
      buyer in the United States, its territories and possessions;

                  (b) no directed selling efforts (within the meaning of Rule
      902(c) under the Securities Act) have been made in the United States, its
      territories and possessions, with respect to the Transferred Certificates
      by the Transferor, any of its affiliates, or any person acting on behalf
      of any of the foregoing;

                  (c) if the Transferee is a dealer or a person receiving a
      selling concession, a fee or other remuneration and the offer or sale of
      the Transferred Certificates thereto occurs prior to the expiration of the
      applicable 40-day distribution compliance period, the Transferor has sent
      a confirmation or other notice to the Transferee stating that the
      Transferred Certificates may be offered and sold during the distribution
      compliance period only in accordance with the provisions of Regulation S
      under the Securities Act, pursuant to registration of the Transferred
      Certificates under the Securities Act or pursuant to an available
      exemption from the registration requirements of the Securities Act.


                                    Very truly yours,


                                    ____________________________________________
                                    (Transferor)

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________


<PAGE>

                                  EXHIBIT F-2A

                FORM I OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF
                NON-REGISTERED CERTIFICATES HELD IN PHYSICAL FORM

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue,
Minneapolis, Minnesota  55479-0113
Attention:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2006-C1

[OR OTHER CERTIFICATE REGISTRAR]

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2006-C1,
                  Class _____ Certificates [having an initial aggregate
                  Certificate [Principal Balance] [Notional Amount] as of March
                  22, 2006 (the "Closing Date") of $__________] [evidencing a
                  ____% Percentage Interest in the related Class] (the
                  "Transferred Certificates")

Dear Sirs:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, GMAC Commercial Mortgage Corporation, as master servicer (in such
capacity, the "Master Servicer No. 1"), KeyCorp Real Estate Capital Markets,
Inc., as master servicer (in such capacity, the "Master Servicer No. 2"), NCB,
FSB, as master servicer (in such capacity, the "Master Servicer No. 3"), GMAC
Commercial Mortgage Corporation, as special servicer (in such capacity, the
"Special Servicer No. 1"), National Consumer Cooperative Bank as special
servicer (in such capacity, the "Special Servicer No. 2"), and Wells Fargo Bank,
N.A., as trustee (the "Trustee"). All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, and for the benefit of the Depositor
and the Trustee, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act of 1933, as amended (the "Securities Act"), and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and
Annex 2. The Transferee is aware that the sale to it is being made in reliance
on Rule 144A. The Transferee is acquiring the Transferred Certificates for its
own account or for the account of another Qualified Institutional Buyer, and
understands that such Transferred Certificates may be resold, pledged or
transferred only (a) to a person reasonably believed to be a Qualified
Institutional Buyer that purchases for its own account or for the account of
another Qualified Institutional Buyer and to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act.

            2. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions thereon,
(c) the nature, performance and servicing of the Mortgage Loans, (d) the Pooling
and Servicing Agreement and the Trust Fund created pursuant thereto, and (e) all
related matters, that it has requested.

            3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.

                                    Very truly yours,


                                    ____________________________________________
                                    (Transferor)

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________


                             Nominee Acknowledgment

            The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                    ____________________________________________
                                    (Nominee)

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________

<PAGE>

                                                         ANNEX 1 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [For Transferees Other Than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates being
transferred (the "Transferred Certificates") as described in the Transferee
certificate to which this certification relates and to which this certification
is an Annex:

            1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificates (the "Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A") because (i) the Transferee [each of the Transferee's equity owners] owned
and/or invested on a discretionary basis $______________________((1)) in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

      ___   Corporation, etc. The Transferee is a corporation (other than a
            bank, savings and loan association or similar institution),
            Massachusetts or similar business trust, partnership, or any
            organization described in Section 501(c)(3) of the Internal Revenue
            Code of 1986.

      ___   Bank. The Transferee (a) is a national bank or a banking institution
            organized under the laws of any state, U.S. territory or the
            District of Columbia, the business of which is substantially
            confined to banking and is supervised by the state or territorial
            banking commission or similar official or is a foreign bank or
            equivalent institution, and (b) has an audited net worth of at least
            $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. bank, and not more than 18 months
            preceding such date of sale in the case of a foreign bank or
            equivalent institution.

      ___   Savings and Loan. The Transferee (a) is a savings and loan
            association, building and loan association, cooperative bank,
            homestead association or similar institution, which is supervised
            and examined by a state or federal authority having supervision over
            any such institutions or is a foreign savings and loan association
            or equivalent institution and (b) has an audited net worth of at
            least $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. savings and loan association, and
            not more than 18 months preceding such date of sale in the case of a
            foreign savings and loan association or equivalent institution.

--------------
((1)) Transferee or each of its equity owners must own and/or invest on a
      discretionary basis at least $100,000,000 in securities unless Transferee
      or any such equity owner, as the case may be, is a dealer, and, in that
      case, Transferee or such equity owner, as the case may be, must own and/or
      invest on a discretionary basis at least $10,000,000 in securities.

      ___   Broker-dealer. The Transferee is a dealer registered pursuant to
            Section 15 of the Securities Exchange Act of 1934, as amended.

      ___   Insurance Company. The Transferee is an insurance company whose
            primary and predominant business activity is the writing of
            insurance or the reinsuring of risks underwritten by insurance
            companies and which is subject to supervision by the insurance
            commissioner or a similar official or agency of a State, U.S.
            territory or the District of Columbia.

      ___   State or Local Plan. The Transferee is a plan established and
            maintained by a State, its political subdivisions, or any agency or
            instrumentality of the State or its political subdivisions, for the
            benefit of its employees.

      ___   ERISA Plan. The Transferee is an employee benefit plan within the
            meaning of Title I of the Employee Retirement Income Security Act of
            1974.

      ___   Investment Advisor. The Transferee is an investment advisor
            registered under the Investment Advisers Act of 1940, as amended.

      ___   QIB Subsidiary. All of the Transferee's equity owners are "qualified
            institutional buyers" within the meaning of Rule 144A.

      ___   Other. (Please supply a brief description of the entity and a
            cross-reference to the paragraph and subparagraph under subsection
            (a)(1) of Rule 144A pursuant to which it qualifies. Note that
            registered investment companies should complete Annex 2 rather than
            this Annex 1.)

            3. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the Transferee did
not include (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

            4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the Transferee
used the cost of such securities to such Person, unless such Person reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of such Person, but only if such subsidiaries
are consolidated with such Person in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under such Person's direction. However, such
securities were not included if such Person is a majority-owned, consolidated
subsidiary of another enterprise and such Person is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.

            5. The Transferee is familiar with Rule 144A and understands that
the Transferor and other parties related to the Transferred Certificates are
relying and will continue to rely on the statements made herein because one or
more sales to the Transferee may be in reliance on Rule 144A.

            ___ ___ Will the Transferee be purchasing the Transferred
            Yes No  Certificates  only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

            7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.

            8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.


                                    ____________________________________________
                                    Print Name of Transferee

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________
                                    Date: ______________________________________

<PAGE>

                                                         ANNEX 2 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [For Transferees That Are Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity purchasing the Transferred Certificates (the "Transferee") or, if
the Transferee is a "qualified institutional buyer" as that term is defined in
Rule 144A under the Securities Act of 1933, as amended ("Rule 144A") because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the Transferee
alone owned and/or invested on a discretionary basis, or the Transferee's Family
of Investment Companies owned, at least $100,000,000 in securities (other than
the excluded securities referred to below) as of the end of the Transferee's
most recent fiscal year. For purposes of determining the amount of securities
owned by the Transferee or the Transferee's Family of Investment Companies, the
cost of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.

      ____  The Transferee owned and/or invested on a discretionary basis
            $___________________ in securities (other than the excluded
            securities referred to below) as of the end of the Transferee's most
            recent fiscal year (such amount being calculated in accordance with
            Rule 144A).

      ____  The Transferee is part of a Family of Investment Companies which
            owned in the aggregate $______________ in securities (other than the
            excluded securities referred to below) as of the end of the
            Transferee's most recent fiscal year (such amount being calculated
            in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
the Transferor and other parties related to the Transferred Certificates are
relying and will continue to rely on the statements made herein because one or
more sales to the Transferee will be in reliance on Rule 144A.

            ___ ___ Will the Transferee be purchasing the Transferred
            Yes No  Certificates only for the Transferee's own account?

            6. If the answer to the foregoing question is "no", then in each
case where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

            7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's purchase of the Transferred Certificates
will constitute a reaffirmation of this certification by the undersigned as of
the date of such purchase.

            8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.

                                    Print Name of Transferee or Adviser

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________


                                    IF AN ADVISER:

                                    Print Name of Transferee

                                    Date: ______________________________________


<PAGE>

                                  EXHIBIT F-2B

               FORM II OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF
                NON-REGISTERED CERTIFICATES HELD IN PHYSICAL FORM

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue,
Minneapolis, Minnesota  55479-0113
Attention:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2006-C1

[OR OTHER CERTIFICATE REGISTRAR]

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2006-C1,
                  Class _______ Certificates [having an initial aggregate
                  Certificate [Principal Balance] [Notional Amount] as of March
                  22, 2006 (the "Closing Date") of $__________] [evidencing a
                  ____% Percentage Interest in the related Class] (the
                  "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_______________________ (the "Transferor") to _______________________________
(the "Transferee") of the Transferred Certificates pursuant to Section 5.02 of
the Pooling and Servicing Agreement dated as of March 1, 2006 (the "Pooling and
Servicing Agreement"), among Credit Suisse First Boston Mortgage Securities
Corp., as depositor, GMAC Commercial Mortgage Corporation, as master servicer
(in such capacity, the "Master Servicer No. 1"), KeyCorp Real Estate Capital
Markets, Inc., as master servicer (in such capacity, the "Master Servicer No.
2"), NCB, FSB, as master servicer (in such capacity, the "Master Servicer No.
3"), GMAC Commercial Mortgage Corporation, as special servicer (in such
capacity, the "Special Servicer No. 1"), National Consumer Cooperative Bank as
special servicer (in such capacity, the "Special Servicer No. 2"), and Wells
Fargo Bank, N.A., as trustee (the "Trustee"). All capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, that:

            1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.

            2. Transferee understands that (a) the Transferred Certificates have
not been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) neither the Depositor
nor the Trustee is obligated so to register or qualify the Transferred
Certificates, and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or
qualified pursuant to any applicable state securities laws or (ii) sold or
transferred in a transaction which is exempt from such registration and
qualification and the Certificate Registrar has received (A) a certificate from
the prospective transferor substantially in the form attached as Exhibit F-1A to
the Pooling and Servicing Agreement; (B) a certificate from the prospective
transferor substantially in the form attached as Exhibit F-1B to the Pooling and
Servicing Agreement and a certificate from the prospective transferee
substantially in the form attached either as Exhibit F-2A or as Exhibit F-2B to
the Pooling and Servicing Agreement; or (C) an Opinion of Counsel satisfactory
to the Certificate Registrar that the transfer may be made without registration
under the Securities Act, together with the written certification(s) as to the
facts surrounding the transfer from the prospective transferor and/or
prospective transferee upon which such Opinion of Counsel is based.

            3. The Transferee understands that it may not sell or otherwise
transfer the Transferred Certificates, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing except in compliance with
the provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
            TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
            SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
            INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY
            PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
            SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
            OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE
            BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE
            PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
            REFERRED TO HEREIN.

            4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation by means of general advertising or in any other manner, or (e)
taken any other action, that (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of the
Transferred Certificates under the Securities Act, would render the disposition
of the Transferred Certificates a violation of Section 5 of the Securities Act
or any state securities law or would require registration or qualification of
the Transferred Certificates pursuant thereto. The Transferee will not act, nor
has it authorized nor will it authorize any person to act, in any manner set
forth in the foregoing sentence with respect to the Transferred Certificates,
any interest in the Transferred Certificates or any other similar security.

            5. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions thereon,
(c) nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust Fund created pursuant thereto and (e) all
related matters, that it has requested.

            6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501(a) under the Securities Act or an
entity in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.

            7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.

                                    Very truly yours,

                                    By: ________________________________________
                                        (Transferee)

                                    Name:
                                    Title:

                             Nominee Acknowledgment

            The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                    ____________________________________________
                                    (Nominee)

                                    By: ________________________________________
                                    Name:
                                    Title:

<PAGE>

                                  EXHIBIT F-2C

                        FORM I OF TRANSFEREE CERTIFICATE
            FOR TRANSFERS OF INTERESTS IN NON-REGISTERED CERTIFICATES
                             HELD IN BOOK-ENTRY FORM

                                     [Date]

[TRANSFEROR]

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2006-C1,
                  Class ______ Certificates [having an initial aggregate
                  Certificate [Principal Balance] [Notional Amount] as of March
                  [_], 2006 (the "Closing Date") of $__________] (the
                  "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the Transfer by
_________________ (the "Transferor") to _________________ (the "Transferee")
through our respective Depository Participants of the Transferor's beneficial
ownership interest (currently maintained on the books and records of The
Depository Trust Corporation ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated
as of March 1, 2006 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, GMAC Commercial Mortgage
Corporation, as master servicer (in such capacity, the "Master Servicer No. 1"),
KeyCorp Real Estate Capital Markets, Inc., as master servicer (in such capacity,
the "Master Servicer No. 2"), NCB, FSB, as master servicer (in such capacity,
the "Master Servicer No. 3"), GMAC Commercial Mortgage Corporation, as special
servicer (in such capacity, the "Special Servicer No. 1"), National Consumer
Cooperative Bank as special servicer (in such capacity, the "Special Servicer
No. 2"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). All capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to and agrees with you, and for the benefit
of the Depositor, the Trustee, the Trustee and the Certificate Registrar, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act of 1933, as amended (the "Securities Act") and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and
Annex 2. The Transferee is aware that the Transfer to it of the Transferor's
interest in the Transferred Certificates is being made in reliance on Rule 144A.
The Transferee is acquiring such interest in the Transferred Certificates for
its own account or for the account of a Qualified Institutional Buyer.

            2. The Transferee understands that (a) the Transferred Certificates
have not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) neither the
Depositor nor the Trustee is obligated so to register or qualify the Transferred
Certificates, and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or
qualified pursuant any applicable state securities laws or (ii) sold or
transferred in transactions which are exempt from such registration and
qualification.

            3. The Transferee understands that it may not sell or otherwise
transfer any Transferred Certificate, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing except in compliance with
the provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that each Transferred Certificate will
bear the following legends:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
            TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
            SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
            INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY
            PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
            SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
            OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE
            BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE
            PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
            REFERRED TO HEREIN.

                  4. The Transferee has been furnished with all information
      regarding (a) the Depositor, (b) the Transferred Certificates and
      distributions thereon, (c) the nature, performance and servicing of the
      Mortgage Loans, (d) the Pooling and Servicing Agreement, and (e) all
      related matters, that it has requested.

                                    Very truly yours,

                                    (Transferee)

                                    By: ________________________________________
                                        Name:
                                        Title:

<PAGE>

                                                         ANNEX 1 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [for Transferees other than Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Credit Suisse First Boston Mortgage
Securities Corp. with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity acquiring interests in the Transferred Certificates (the
"Transferee").

            2. The Transferee is a "qualified institutional buyer" as that term
is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A") because (i) [the Transferee] [each of the Transferee's equity owners]
owned and/or invested on a discretionary basis $______________________((1)) in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

      ___   Corporation, etc. The Transferee is a corporation (other than a
            bank, savings and loan association or similar institution),
            Massachusetts or similar business trust, partnership, or any
            organization described in Section 501(c)(3) of the Internal Revenue
            Code of 1986.

      ___   Bank. The Transferee (a) is a national bank or a banking institution
            organized under the laws of any State, U.S. territory or the
            District of Columbia, the business of which is substantially
            confined to banking and is supervised by the State or territorial
            banking commission or similar official or is a foreign bank or
            equivalent institution, and (b) has an audited net worth of at least
            $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. bank, and not more than 18 months
            preceding such date of sale for a foreign bank or equivalent
            institution.

      ___   Savings and Loan. The Transferee (a) is a savings and loan
            association, building and loan association, cooperative bank,
            homestead association or similar institution, which is supervised
            and examined by a State or Federal authority having supervision over
            any such institutions or is a foreign savings and loan association
            or equivalent institution and (b) has an audited net worth of at
            least $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. savings and loan association, and
            not more than 18 months preceding such date of sale in the case of a
            foreign savings and loan association or equivalent institution.

--------------
((1)) Transferee or each of its equity owners must own and/or invest on a
      discretionary basis at least $100,000,000 in securities unless Transferee
      or any such equity owner, as the case may be, is a dealer, and, in that
      case, Transferee or such equity owner, as the case may be, must own and/or
      invest on a discretionary basis at least $10,000,000 in securities.

      ___   Broker-dealer. The Transferee is a dealer registered pursuant to
            Section 15 of the Securities Exchange Act of 1934, as amended.

      ___   Insurance Company. The Transferee is an insurance company whose
            primary and predominant business activity is the writing of
            insurance or the reinsuring of risks underwritten by insurance
            companies and which is subject to supervision by the insurance
            commissioner or a similar official or agency of a State, U.S.
            territory or the District of Columbia.

      ___   State or Local Plan. The Transferee is a plan established and
            maintained by a State, its political subdivisions, or any agency or
            instrumentality of the State or its political subdivisions, for the
            benefit of its employees.

      ___   ERISA Plan. The Transferee is an employee benefit plan within the
            meaning of Title I of the Employee Retirement Income Security Act of
            1974.

      ___   Investment Advisor. The Transferee is an investment advisor
            registered under the Investment Advisers Act of 1940, as amended.

      ___   QIB Subsidiary. All of the Transferee's equity owners are "qualified
            institutional buyers" within the meaning of Rule 144A.

      ___   Other. (Please supply a brief description of the entity and a
            cross-reference to the paragraph and subparagraph under subsection
            (a)(1) of Rule 144A pursuant to which it qualifies. Note that
            registered investment companies should complete Annex 2 rather than
            this Annex 1.)

            3. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
did not include (i) securities of issuers that are affiliated with such Person,
(ii) securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

            4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any such Person, the
Transferee used the cost of such securities to such Person, unless such Person
reports its securities holdings in its financial statements on the basis of
their market value, and no current information with respect to the cost of those
securities has been published, in which case the securities were valued at
market. Further, in determining such aggregate amount, the Transferee may have
included securities owned by subsidiaries of such Person, but only if such
subsidiaries are consolidated with such Person in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under such Person's direction.
However, such securities were not included if such Person is a majority-owned,
consolidated subsidiary of another enterprise and such Person is not itself a
reporting company under the Securities Exchange Act of 1934, as amended.

            5. The Transferee acknowledges that it is familiar with Rule 144A
and understands that the Transferor and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein
because one or more Transfers to the Transferee may be in reliance on Rule 144A.

            ____  ____  Will the Transferee be acquiring interests in the
            Yes   No    Transferred Certificates only for the Transferee's own
                        account?

            6. If the answer to the foregoing question is "no", then in each
case where the Transferee is acquiring any interest in the Transferred
Certificates for an account other than its own, such account belongs to a third
party that is itself a "qualified institutional buyer" within the meaning of
Rule 144A, and the "qualified institutional buyer" status of such third party
has been established by the Transferee through one or more of the appropriate
methods contemplated by Rule 144A.

            7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's acquisition of any interest in of
the Transferred Certificates will constitute a reaffirmation of this
certification as of the date of such acquisition. In addition, if the Transferee
is a bank or savings and loan as provided above, the Transferee agrees that it
will furnish to such parties any updated annual financial statements that become
available on or before the date of such acquisition, promptly after they become
available.

            8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.

                                    (Transferee)


                                    By: ________________________________________
                                    Name:
                                    Title:
                                    Date:

<PAGE>

                                                         ANNEX 2 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [for Transferees that are Registered Investment Companies]

            The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Credit Suisse First Boston Mortgage
Securities Corp. with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

            1. As indicated below, the undersigned is the chief financial
officer, a person fulfilling an equivalent function, or other executive officer
of the entity acquiring interests in the Transferred Certificates (the
"Transferee") or, if the Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A") because the Transferee is part of a Family of Investment Companies (as
defined below), is an executive officer of the investment adviser (the
"Adviser").

            2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, as amended, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used, unless the
Transferee or any member of the Transferee's Family of Investment Companies, as
the case may be, reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the
cost of those securities has been published, in which case the securities of
such entity were valued at market.

      ____  The Transferee owned and/or invested on a discretionary basis
            $___________________ in securities (other than the excluded
            securities referred to below) as of the end of the Transferee's most
            recent fiscal year (such amount being calculated in accordance with
            Rule 144A).

      ____  The Transferee is part of a Family of Investment Companies which
            owned in the aggregate $______________ in securities (other than the
            excluded securities referred to below) as of the end of the
            Transferee's most recent fiscal year (such amount being calculated
            in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

            5. The Transferee is familiar with Rule 144A and understands that
the Transferor and other parties related to the Transferred Certificates are
relying and will continue to rely on the statements made herein because one or
more Transfers to the Transferee will be in reliance on Rule 144A.

            ____  ____   Will the Transferee be acquiring interests in the
            Yes   No     Transferred Certificates only for the Transferee's own
                         account?

            6. If the answer to the foregoing question is "no", then in each
case where the Transferee is acquiring any interest in the Transferred
Certificates for an account other than its own, such account belongs to a third
party that is itself a "qualified institutional buyer" within the meaning of
Rule 144A, and the "qualified institutional buyer" status of such third party
has been established by the Transferee through one or more of the appropriate
methods contemplated by Rule 144A.

            7. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's acquisition of any interest in the
Transferred Certificates will constitute a reaffirmation of this certification
by the undersigned as of the date of such acquisition.

            8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.

                                    (Transferee or Adviser)


                                    By: ________________________________________
                                    Name:
                                    Title:

                                    IF AN ADVISER:

                                    ____________________________________________
                                    Print Name of Transferee

                                    Date:

<PAGE>

                                  EXHIBIT F-2D

                      FORM II OF TRANSFEREE CERTIFICATE FOR
              TRANSFERS OF INTERESTS IN NON-REGISTERED CERTIFICATES
                             HELD IN BOOK-ENTRY FORM

                                     [Date]

[TRANSFEROR]

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2006-C1,
                  Class ______ Certificates [having an initial aggregate
                  Certificate [Principal Balance] [Notional Amount] as of March
                  22, 2006 (the "Closing Date") of $__________] (the
                  "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the Transfer by
_________________ (the "Transferor") to _________________ (the "Transferee")
through our respective Depository Participants of the Transferor's beneficial
ownership interest (currently maintained on the books and records of The
Depository Trust Corporation ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated
as of March 1, 2006 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, GMAC Commercial Mortgage
Corporation, as master servicer (in such capacity, the "Master Servicer No. 1"),
KeyCorp Real Estate Capital Markets, Inc., as master servicer (in such capacity,
the "Master Servicer No. 2"), NCB, FSB, as master servicer (in such capacity,
the "Master Servicer No. 3"), GMAC Commercial Mortgage Corporation, as special
servicer (in such capacity, the "Special Servicer No. 1"), National Consumer
Cooperative Bank as special servicer (in such capacity, the "Special Servicer
No. 2"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). All capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to and agrees with you, and for the benefit
of the Depositor, the Trustee, the Trustee and the Certificate Registrar, that:

            1. The Transferee is not a United States Securities Person. For
purposes of this certification, "United States Securities Person" means (i) any
natural person resident in the United States, (ii) any partnership or
corporation organized or incorporated under the laws of the United States; (iii)
any estate of which any executor or administrator is a United States Securities
Person, other than any estate of which any professional fiduciary acting as
executor or administrator is a United States Securities Person if an executor or
administrator of the estate who is not a United States Securities Person has
sole or shared investment discretion with respect to the assets of the estate
and the estate is governed by foreign law, (iv) any trust of which any trustee
is a United States Securities Person, other than a trust of which any
professional fiduciary acting as trustee is a United States Securities Person if
a trustee who is not a United States Securities Person has sole or shared
investment discretion with respect to the trust assets and no beneficiary of the
trust (and so settler if the trust is revocable) is a United States Securities
Person, (v) any agency or branch of a foreign entity located in the United
States, unless the agency or branch operates for valid business reasons and is
engaged in the business of insurance or banking and is subject to substantive
insurance or banking regulation, respectively, in the jurisdiction where
located, (vi) any non-discretionary account or similar account (other than an
estate or trust) held by a dealer or other fiduciary for the benefit or account
of a United States Securities Person, (vii) any discretionary account or similar
account (other than an estate or trust) held by a dealer or other fiduciary
organized, incorporated or (if an individual) resident in the United States,
other than one held for the benefit or account of a non-United States Securities
Person by a dealer or other professional fiduciary organized, incorporated or
(if any individual) resident in the United States, (viii) any partnership or
corporation if (a) organized or incorporated under the laws of any foreign
jurisdiction and (b) formed by a United States Securities Person principally for
the purpose of investing in securities not registered under the Securities Act,
unless it is organized or incorporated, and owned, by "accredited investors" (as
defined in Rule 501(a)) under the United States Securities Act of 1933, as
amended (the "Securities Act"), who are not natural persons, estates or trusts;
provided, however, that the International Monetary Fund, the International Bank
for Reconstruction and Development, the Inter-American Development Bank, the
Asian Development Bank, the African Development Bank, the United Nations and
their agencies, affiliates and pension plans, any other similar international
organization, their agencies, affiliates and pension plans shall not constitute
United States Securities Persons.

            2. The Transferee understands that (a) the Transferred Certificates
have not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) neither the
Depositor nor the Trustee is obligated so to register or qualify the Transferred
Certificates, and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or
qualified pursuant any applicable state securities laws, or (ii) is sold or
transferred in transactions which are exempt from such registration and
qualification.

            3. The Transferee understands that it may not sell or otherwise
transfer any Transferred Certificate, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing except in compliance with
the provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that each Transferred Certificate will
bear the following legends:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
            IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
            AND SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
            TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
            SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
            INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (B) ANY
            PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
            SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
            OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE
            BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE
            PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
            REFERRED TO HEREIN.

            We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorized
you to produce this certification to any interested party in such proceedings.

Dated:  __________, ____

                                    By: ________________________________________
                                    As, or agent for, the beneficial owner(s) of
                                    the Certificates to which this certificate
                                    relates

<PAGE>

                                   EXHIBIT G-1

             FORM OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA
              (NON-REGISTERED CERTIFICATES AND NON-INVESTMENT GRADE
            CERTIFICATES HELD IN FULLY REGISTERED, CERTIFICATED FORM)

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue,
Minneapolis, Minnesota  55479-0113
Attention:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2006-C1

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2006-C1,
                  Class ______ Certificates [having an initial aggregate
                  Certificate [Principal Balance] [Notional Amount] as of March
                  22, 2006 (the "Closing Date") of $__________] [evidencing a
                  ____% Percentage Interest in the related Class] (the
                  "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of March 1, 2006 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, GMAC Commercial Mortgage Corporation, as master servicer (in such
capacity, the "Master Servicer No. 1"), KeyCorp Real Estate Capital Markets,
Inc., as master servicer (in such capacity, the "Master Servicer No. 2"), NCB,
FSB, as master servicer (in such capacity, the "Master Servicer No. 3"), GMAC
Commercial Mortgage Corporation, as special servicer (in such capacity, the
"Special Servicer No. 1"), National Consumer Cooperative Bank as special
servicer (in such capacity, the "Special Servicer No. 2"), and Wells Fargo Bank,
N.A., as trustee (the "Trustee"). All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants to
you as Certificate Registrar, as follows (check the applicable paragraph):

      ___   The Transferee is neither (A) a retirement plan or other employee
            benefit plan or arrangement, including an individual retirement
            account or annuity, a Keogh plan or a collective investment fund or
            separate account in which such plans, accounts or arrangements are
            invested, including an insurance company general account, that is
            subject to ERISA or Section 4975 of the Code (each, a "Plan"), nor
            (B) a Person who is directly or indirectly purchasing the
            Transferred Certificates on behalf of, as named fiduciary of, as
            trustee of, or with assets of a Plan; or

      ___   The Transferee is using funds from an insurance company general
            account to acquire the Transferred Certificates, however, the
            purchase and holding of such Certificates by such Person is exempt
            from the prohibited transaction provisions of Section 406 of ERISA
            and Section 4975 of the Code by reason of Sections I and III of
            Prohibited Transaction Class Exemption 95-60.

      ___   The Transferred Certificates are Class ___ Certificates, an interest
            in which is being acquired by or on behalf of a Plan in reliance on
            the individual prohibited transaction exemption issued by the U.S.
            Department of Labor to Credit Suisse Securities (USA) LLC (PTE
            89-90), and such Plan (X) is an accredited investor as defined in
            Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
            sponsored (within the meaning of Section 3(16)(B) of ERISA) by the
            Trustee, the Depositor, any Mortgage Loan Seller, the Master
            Servicers, the Special Servicers, any Exemption-Favored Party, any
            Sub-Servicer or any Borrower with respect to any Trust Mortgage Loan
            or group of Trust Mortgage Loans that represents more than 5% of the
            aggregate unamortized principal balance of the Trust Mortgage Loans
            determined on the date of the initial issuance of the Certificates,
            or by an Affiliate of any such Person, and (Z) agrees that it will
            obtain from each of its Transferees to which it transfers an
            interest in the Transferred Certificates, a written representation
            that such Transferee, if a Plan, satisfies the requirements of the
            immediately preceding clauses (X) and (Y), together with a written
            agreement that such Transferee will obtain from each of its
            Transferees that are Plans a similar written representation
            regarding satisfaction of the requirements of the immediately
            preceding clauses (X) and (Y).

                                    Very truly yours,


                                    ____________________________________________
                                    (Transferee)

                                    By: ________________________________________
                                        Name: __________________________________
                                        Title: _________________________________

<PAGE>

                                   EXHIBIT G-2

             FORM OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA
              (NON-REGISTERED CERTIFICATES HELD IN BOOK ENTRY FORM)

                                     [Date]

[TRANSFEROR]

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2006-C1,
                  Class ______ Certificates [having an initial aggregate
                  Certificate [Principal Balance] [Notional Amount] as of March
                  22, 2006 (the "Closing Date") of $__________] [evidencing a
                  ____% Percentage Interest in the related Class] (the
                  "Transferred Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the Transfer by
______________________ (the "Transferor") to _________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Corporation ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement dated
as of March 1, 2006 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, GMAC Commercial Mortgage
Corporation, as master servicer (in such capacity, the "Master Servicer No. 1"),
KeyCorp Real Estate Capital Markets, Inc., as master servicer (in such capacity,
the "Master Servicer No. 2"), NCB, FSB, as master servicer (in such capacity,
the "Master Servicer No. 3"), GMAC Commercial Mortgage Corporation, as special
servicer (in such capacity, the "Special Servicer No. 1"), National Consumer
Cooperative Bank as special servicer (in such capacity, the "Special Servicer
No. 2"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). All capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to you as follows (check the applicable
paragraph):

      ___   The Transferee is neither (A) a retirement plan, an employee benefit
            plan or other retirement arrangement, including an individual
            retirement account or annuity, a Keogh plan or a collective
            investment fund or separate account in which such plans, accounts or
            arrangements are invested, including an insurance company general
            account, that is subject to Section 406 of ERISA or Section 4975 of
            the Code (each, a "Plan"), nor (B) a Person who is directly or
            indirectly purchasing an interest in the Transferred Certificates on
            behalf of, as named fiduciary of, as trustee of, or with assets of,
            a Plan;

      ___   The Transferee is using funds from an insurance company general
            account to acquire an interest in the Transferred Certificates,
            however, the purchase and holding of such interest by such Person is
            exempt from the prohibited transaction provisions of Section 406 of
            ERISA and Section 4975 of the Code by reason of Sections I and III
            of Prohibited Transaction Class Exemption 95-60; or

      ___   The Transferred Certificates are Class ____ Certificates, an
            interest in which is being acquired by or on behalf of a Plan in
            reliance on the individual prohibited transaction exemption issued
            by the U.S. Department of Labor to Credit Suisse Securities (USA)
            LLC (PTE 89-90), and such Plan (X) is an accredited investor as
            defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y)
            is not sponsored (within the meaning of Section 3(16)(B) of ERISA)
            by the Trustee, the Depositor, any Mortgage Loan Seller, the Master
            Servicer, the Special Servicer, any Exemption-Favored Party, any
            Sub-Servicer or any Borrower with respect to any Trust Mortgage Loan
            or group of Trust Mortgage Loans that represents more than 5% of the
            aggregate unamortized principal balance of the Trust Mortgage Loans
            determined on the date of the initial issuance of the Certificates,
            or by an Affiliate of any such Person, and (Z) agrees that it will
            obtain from each of its Transferees to which it transfers an
            interest in the Transferred Certificates, a written representation
            that such Transferee, if a Plan, satisfies the requirements of the
            immediately preceding clauses (X) and (Y), together with a written
            agreement that such Transferee will obtain from each of its
            Transferees that are Plans a similar written representation
            regarding satisfaction of the requirements of the immediately
            preceding clauses (X) and (Y).

                                   _____________________________________________
                                   (Transferee)

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________

<PAGE>

                                   EXHIBIT H-1

                       FORM OF RESIDUAL TRANSFER AFFIDAVIT
                      FOR TRANSFERS OF CLASS R CERTIFICATES

STATE OF                      )
                              ) ss:
COUNTY OF                     )

            ____________________, being first duly sworn, deposes and says that:

            1. He/She is the ____________________ of ____________________ (the
prospective transferee (the "Transferee") of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2006-C1,
Class R Certificates, evidencing a ___% Percentage Interest in such Class (the
"Residual Interest Certificates")), a _________________ duly organized and
validly existing under the laws of ____________________, on behalf of which
he/she makes this affidavit. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and
Servicing Agreement pursuant to which the Residual Interest Certificates were
issued (the "Pooling and Servicing Agreement").

            2. The Transferee (i) is, and as of the date of transfer will be, a
Permitted Transferee and will endeavor to remain a Permitted Transferee for so
long as it holds the Residual Certificates, and (ii) is acquiring the Residual
Certificates for its own account or for the account of another prospective
transferee from which it has received an affidavit in substantially the same
form as this affidavit. A "Permitted Transferee" is any Person other than a
Disqualified Organization, a possession of the United States, Non-United States
Tax Person, domestic partnership whose beneficial interests are not all held by
United States Persons (as defined below) or a foreign permanent establishment or
fixed based (each within the meaning of an applicable tax treaty) of a United
States Person. (For this purpose, a "Disqualified Organization" means the United
States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality, all of
the activities of which are subject to tax and, except for the Freddie Mac, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income).

            3. The Transferee is aware (i) of the tax that would be imposed
under the Code on transfers of the Residual Interest Certificates to
non-Permitted Transferees; (ii) that such tax would be on the transferor or, if
such transfer is through an agent (which Person includes a broker, nominee or
middleman) for a non-Permitted Transferee, on the agent; (iii) that the Person
otherwise liable for the tax shall be relieved of liability for the tax if the
transferee furnishes to such Person an affidavit that the transferee is a
Permitted Transferee and, at the time of transfer, such Person does not have
actual knowledge that the affidavit is false; and (iv) that the Residual
Interest Certificates may be a "noneconomic residual interest" within the
meaning of Treasury regulation Section 1.860E-1(c) and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer is to enable the transferor to impede the assessment or collection of
tax.

            4. The Transferee is aware of the tax imposed on a "pass-through
entity" holding the Residual Interest Certificates if at any time during the
taxable year of the pass-through entity a non-Permitted Transferee is the record
holder of an interest in such entity. (For this purpose, a "pass-through entity"
includes a regulated investment company, a real estate investment trust or
common trust fund, a partnership, trust or estate, and certain cooperatives.)

            5. The Transferee is aware that the Certificate Registrar will not
register any transfer of the Residual Interest Certificates by the Transferee
unless the Transferee's transferee, or such transferee's agent, delivers to the
Certificate Registrar, among other things, an affidavit in substantially the
same form as this affidavit. The Transferee expressly agrees that it will not
consummate any such transfer if it knows or believes that any representation
contained in such affidavit is false.

            6. The Transferee consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Interest Certificates will
only be owned, directly or indirectly, by a Permitted Transferee. In addition,
the Transferee will honor all the restrictions set forth herein upon any
subsequent transfers of the Class R Certificates.

            7. The Transferee's taxpayer identification number is
_________________.

            8. The Transferee has reviewed the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement, a description of which provisions is set
forth in the Residual Interest Certificates (in particular, clause (ii) of
Section 5.02(d) which authorizes the Trustee to deliver payments on the Residual
Interest Certificates to a Person other than the Transferee and negotiate a
mandatory sale of the Residual Interest Certificates, in either case, in the
event that the Transferee holds such Residual Interest Certificates in violation
of Section 5.02(d)); and the Transferee expressly agrees to be bound by and to
comply with such provisions.

            9. No purpose of the Transferee relating to its purchase or any sale
of the Residual Certificates is or will be to impede the assessment or
collection of any tax.

            10. Check the applicable paragraph:

                  The present value of the anticipated tax liabilities
associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:

            (i)   the present value of any consideration given to the Transferee
                  to acquire such Class R Certificate;

            (ii)  the present value of the expected future distributions on such
                  Certificate; and

            (iii) the present value of the anticipated tax savings associated
                  with holding such Certificate as the related REMIC generates
                  losses.

For purposes of this calculation, (i) the Transferee is assumed to pay tax at
the highest rate currently specified in Section 11(b) of the Code (but the tax
rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
specified in Section 11(b) of the Code if the Transferee has been subject to the
alternative minimum tax under Section 55 of the Code in the preceding two years
and will compute its taxable income in the current taxable year using the
alternative minimum tax rate) and (ii) present values are computed using a
discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the
Transferee.

                  The transfer of the Class R Certificate complies with U.S.
Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

            (i)   the Transferee is an "eligible corporation," as defined in
                  U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
                  which income from Class R Certificate will only be taxed in
                  the United States;

            (ii)  at the time of the transfer, and at the close of the
                  Transferee's two fiscal years preceding the year of the
                  transfer, the Transferee had gross assets for financial
                  reporting purposes (excluding any obligation of a person
                  related to the Transferee within the meaning of U.S. Treasury
                  Regulation Section 1.860E-1(c)(c)(ii)) in excess of $100
                  million and net assets in excess of $10 million;

            (iii) the Transferee will transfer the Class R Certificate only to
                  another "eligible corporation," as defined in U.S. Treasury
                  Regulation Section 1.860E-1(c)(6)(i), in a transaction that
                  satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii)
                  and (iii) and 1.860E-1(c)(5); and

            (iv)  the Transferee determined the consideration paid to it to
                  acquire the Class R Certificate based on reasonable market
                  assumptions (including, but not limited to, borrowing and
                  investment rates, prepayment and loss assumptions, expense and
                  reinvestment assumptions, tax rates and other factors specific
                  to the Transferee) that it has determined in good faith.

                  None of the above.

            11. The Transferee will not cause the income from the Residual
Interest Certificate to be attributed to a foreign permanent establishment or
fixed base (within the meaning of an applicable income tax treaty) of the
Transferee or any other United States Person.

            12. The Transferee has historically paid its debts as they have come
due and intends to pay its debt as they come due in the future. The Transferee
further represents to and for the benefit of the transferor that the Transferee
intends to pay any taxes associated with holding the Residual Interest
Certificates as they become due, fully understanding that it may incur tax
liabilities in excess of any cash flows generated by the Residual Certificates.

            For purposes of this affidavit, a "United States Person" is a
citizen or resident of the United States, a corporation, partnership (except to
the extent provided in applicable Treasury regulations), or other entity
(including any entity treated as a corporation or partnership for federal income
tax purposes) created or organized in, or under the laws of, the United States,
any State or the District of Columbia, or an estate whose income is includible
in gross income for United States federal income tax purposes regardless of its
source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more United
States Tax Persons have the authority to control all substantial decisions of
the trust, all within the meaning of Section 7701(a)(30) of the Code (including
certain trusts in existence on August 20, 1996 that are eligible to elect to be
treated as United States Tax Persons).

<PAGE>

            IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its ____________________ and its corporate seal to be hereunto attached,
attested by its [Assistant] Secretary, this ______ day of ______________.

                                   [TRANSFEREE]


                                    By: ________________________________________
                                    [Name of Officer]
                                    [Title of Officer]

[Corporate Seal]

ATTEST:

___________________________________
[Assistant] Secretary

            Personally appeared before me the above-named ____________________,
known or proved to me to be the same person who executed the foregoing
instrument and to be the ____________________ of the Transferee, and
acknowledged to me that he/she executed the same as his/her free act and deed
and the free act and deed of the Transferee

            Subscribed and sworn before me this ______ day of
__________________, _________.

________________________________
NOTARY PUBLIC

COUNTY OF   ____________________

STATE OF ______________________

My Commission expires the _________ day of ___________, 20__.

<PAGE>

                                   EXHIBIT H-2

                 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
                              CLASS R CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue,
Minneapolis, Minnesota  55479-0113
Attention:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2006-C1

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2006-C1,
                  Class R Certificates, evidencing a ____% Percentage Interest
                  in such Class (the "Residual Interest Certificates")

Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Residual Interest Certificates, pursuant to the Pooling and Servicing
Agreement dated as of March 1, 2006 (the "Pooling and Servicing Agreement"),
among Credit Suisse First Boston Mortgage Securities Corp., as depositor, GMAC
Commercial Mortgage Corporation, as master servicer (in such capacity, the
"Master Servicer No. 1"), KeyCorp Real Estate Capital Markets, Inc., as master
servicer (in such capacity, the "Master Servicer No. 2"), NCB, FSB, as master
servicer (in such capacity, the "Master Servicer No. 3"), GMAC Commercial
Mortgage Corporation, as special servicer (in such capacity, the "Special
Servicer No. 1"), National Consumer Cooperative Bank as special servicer (in
such capacity, the "Special Servicer No. 2"), and Wells Fargo Bank, N.A., as
trustee (the "Trustee"). All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

            1. No purpose of the Transferor relating to the transfer of the
Residual Interest Certificates by the Transferor to the Transferee is or will be
to impede the assessment or collection of any tax.

            2. The Transferor understands that the Transferee has delivered to
you a Transfer Affidavit in the form attached to the Pooling and Servicing
Agreement as Exhibit H-1. The Transferor does not know or believe that any
representation contained therein is false.

            3. The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee (or the
beneficial owners of the Transferee if the Transferee is classified as a
partnership under the Code) as contemplated by Treasury regulation Section
1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has
determined that the Transferee has historically paid its debts as they became
due and has found no significant evidence to indicate that the Transferee will
not continue to pay its debts as they become due in the future. The Transferor
understands that the transfer of the Residual Interest Certificates may not be
respected for United States income tax purposes (and the Transferor may continue
to be liable for United States income taxes associated therewith) unless the
Transferor has conducted such an investigation.

                                    Very truly yours,

                                    [TRANSFEROR]

                                    By: ________________________________________
                                    (Transferor)
                                    Name:
                                    Title:

<PAGE>

                                    EXHIBIT I

               FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER

                                     [Date]

[TRUSTEE]
[MASTER SERVICER]
[SPECIAL SERVICER]
[DEPOSITOR]

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series
                  2006-C1

Ladies and Gentlemen:

            Pursuant to Section 7.01(c) of the Pooling and Servicing Agreement,
dated as of March 1, 2006, relating to Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2006-C1
(the "Agreement"), the undersigned hereby agrees with all the other parties to
the Agreement that the undersigned shall serve as Special Servicer under, and as
defined in, the Agreement. The undersigned hereby acknowledges and agrees that,
as of the date hereof, it is and shall be a party to the Agreement and bound
thereby to the full extent indicated therein in the capacity of Special
Servicer. The undersigned hereby makes, as of the date hereof, the
representations and warranties set forth in Section 3.24 of the Agreement, with
the following corrections with respect to type of entity and jurisdiction of
organization: ____________________.

                                       By: _____________________________________
                                       Name:
                                       Title:

<PAGE>

                                    EXHIBIT J

                           FORM OF LOST NOTE AFFIDAVIT

STATE OF                )
                        )  ss.:
COUNTY OF               )

            _________________________________________, _______________________,
being duly sworn, deposes and says:

            1. that he/she is an authorized signatory of
_________________________ (the "Noteholder");

            2. that the Noteholder 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 the Noteholder, 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 the Noteholder;

            5. 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;

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

            7. upon assignment of the Note by the Noteholder to Credit Suisse
First Boston Mortgage Securities Corp. (the "Depositor" or the "Purchaser") and
subsequent assignment by the Depositor to Wells Fargo Bank, N.A., as trustee,
(the "Trustee") for the benefit of the holders of the Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2005-C5 (which assignment may, at the discretion of the Depositor, be made
directly by the Noteholder to the Trustee), the Noteholder covenants and agrees
(a) to promptly 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 the Noteholder's or the Depositor's failure to deliver said
original Note to the Trustee.

                                    NAME OF NOTEHOLDER


                                    By: ________________________________________
                                        Authorized Signatory

Sworn to before me this
_______  day of ____________, 20__

<PAGE>

                                    EXHIBIT K

                      SCHEDULE OF DESIGNATED SUB-SERVICERS

                          Capstone Realty Advisors, LLC
                         Churchill Mortgage Corporation
                          NorthMarq Capital Group, Inc.
                          Bernard Financial Corporation
                         Draper and Kramer, Incorporated

<PAGE>

                                   EXHIBIT L-1

                      FORM OF DEPOSITOR CERTIFICATION TO BE
                             PROVIDED WITH FORM 10-K

            Re:   Credit Suisse Commercial Mortgage Trust 2006-C1 (the "Trust"),
                  Commercial Mortgage Pass-Through Certificates, Series 2006-C1

            I, [identify the certifying individual], a [title] of Credit Suisse
First Boston Mortgage Securities Corp., the depositor into the above-referenced
Trust, certify that:

            1. I have reviewed this annual report on Form 10-K, and all reports
      Form 10-D required to be filed in respect of periods included in the year
      covered by this annual report, of the Trust;

            2. Based on my knowledge, the Exchange Act periodic reports, taken
      as a whole, does not contain any untrue statement of a material fact or
      omit to state a material fact necessary to make the statements made, in
      light of the circumstances under which such statements were made, not
      misleading with respect to the period covered by this annual report;

            3. Based on my knowledge, all of the distribution, servicing and
      other information required to be provided under Form 10-D for the period
      covered by this report is included in the Exchange Act periodic reports;

            4. Based on my knowledge and the servicer compliance statements
      required in this report under Item 1123 of Regulation AB, and except as
      disclosed in the Exchange Act periodic report, the servicers have
      fulfilled their obligations under the pooling and servicing agreement; and

            5. All of the reports on assessment of compliance with servicing
      criteria for asset-backed securities and their related attestation reports
      on assessment of compliance with servicing criteria for asset-backed
      securities required to be included in this report in accordance with Item
      1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
      included as an exhibit to this report, except as otherwise disclosed in
      this report. Any material instances of noncompliance described in such
      reports have been disclosed in this report on Form 10-K.

<PAGE>

In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: GMAC Commercial Mortgage
Corporation, KeyCorp Real Estate Capital Markets, Inc., NCB, FSB, National
Consumer Cooperative Bank and Wells Fargo Bank, N.A.

Date: _____________________________



___________________________________
President and Chief Executive Officer
Credit Suisse First Boston Mortgage Securities Corp.

<PAGE>

                                   EXHIBIT L-2

                      FORM OF TRUSTEE BACKUP CERTIFICATION

            Re:   Credit Suisse Commercial Mortgage Trust 2006-C1 (the "Trust"),
                  Commercial Mortgage Pass-Through Certificates, Series 2006-C1

      The undersigned, __________, a __________ of WELLS FARGO BANK, N.A., on
      behalf of WELLS FARGO BANK, N.A., as Trustee (the "Trustee"), under that
      certain pooling and servicing agreement, dated as of March 1, 2006, (the
      "Pooling and Servicing Agreement") entered into by Credit Suisse First
      Boston Mortgage Securities Corp., (the "Depositor"), GMAC Commercial
      Mortgage Corporation, as master servicer ("Master Servicer No. 1"),
      KeyCorp Real Estate Capital Markets, Inc., as master servicer ("Master
      Servicer No. 2"), NCB, FSB, as master servicer ("Master Servicer No. 3"
      and collectively with Master Servicer No. 1 and Master Servicer No. 2, the
      "Master Servicers"), GMAC Commercial Mortgage Corporation, as special
      servicer ("Special Servicer No. 1"), National Consumer Cooperative Bank,
      as special servicer ("Special Servicer No. 2" and collectively with
      Special Servicer No. 1, the "Special Servicers"), and the Trustee, certify
      to [_______], the Depositor and its officers, directors and affiliates, to
      the extent that the following information is within our normal area of
      responsibilities and duties under the Pooling and Servicing Agreement, and
      with the knowledge and intent that they will rely upon this certification,
      that:

            1.    I have reviewed the annual report on Form 10-K for the fiscal
                  year [20___] (the "Annual Report"), and all reports on Form
                  10-D containing statements to certificateholders filed in
                  respect of periods included in the year covered by the Annual
                  Report (collectively with the Annual Report, the "Reports"),
                  of the Trust;

            2.    Based on my knowledge, the information in the Reports, to the
                  extent prepared by the Trustee (but not including any
                  information provided to the Trustee by the Master Servicers or
                  the Special Servicers, other than to the extent that such
                  information has been aggregated or manipulated by Trustee),
                  taken as a whole, do not contain any untrue statement of a
                  material fact or omit to state a material fact necessary to
                  make the statements made, in light of the circumstances under
                  which such statements were made, not misleading with respect
                  to the last day of the period covered by the Annual Report;
                  and

            3.    Based on my knowledge, all of the distribution information
                  required to be provided by the Trustee under the Pooling and
                  Servicing Agreement for inclusion in the Reports is included
                  in the Reports.

<PAGE>

Date: _________________________

WELLS FARGO BANK, N.A.


_______________________________
[Signature]
[Title]

<PAGE>

                                   EXHIBIT L-3

                  FORM OF MASTER SERVICER BACKUP CERTIFICATION

            Re:   Credit Suisse Commercial Mortgage Trust 2006-C1 (the "Trust"),
                  Commercial Mortgage Pass-Through Certificates, Series 2006-C1

      I, [identify the certifying individual], a [_______________] of [GMAC
      COMMERCIAL MORTGAGE CORPORATION, a California corporation, ("Master
      Servicer No. 1")][KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio
      corporation, ("Master Servicer No. 2")][NCB, FSB, a federal savings bank,
      ("Master Servicer No. 3")] as [Master Servicer No. 1][Master Servicer No.
      2][Master Servicer No. 3] under that certain pooling and servicing
      agreement dated as of March 1, 2006 (the "Pooling and Servicing
      Agreement"), among Credit Suisse First Boston Mortgage Securities Corp.,
      as depositor (the "Depositor"), GMAC Commercial Mortgage Corporation, as
      master servicer ("Master Servicer No. 1"), KeyCorp Real Estate Capital
      Markets, Inc., as master servicer ("Master Servicer No. 2"), NCB, FSB, as
      master servicer ("Master Servicer No. 3" and collectively with Master
      Servicer No. 1 and Master Servicer No. 2, the "Master Servicers"), GMAC
      Commercial Mortgage Corporation, as special servicer ("Special Servicer
      No. 1"), National Consumer Cooperative Bank, as special servicer "Special
      Servicer No. 2" and collectively with Special Servicer No. 1, the "Special
      Servicers"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"), on
      behalf of [Master Servicer No. 1][Master Servicer No. 2][Master Servicer
      No. 3], certify to [Name of Certifying Person(s) for Sarbanes Oxley
      Certification], the Depositor, and its officers, directors and affiliates,
      and with the knowledge and intent that they will rely upon this
      certification, that:

            1.    Based on my knowledge, with respect to the period ending
                  December 31, 20[__] (the "Relevant Period"), and assuming the
                  accuracy of the statements required to be made by each Special
                  Servicer in the special servicer backup certificate delivered
                  by each Special Servicer relating to the Relevant Period, all
                  servicing information and all reports required to be submitted
                  by [Master Servicer No. 1][Master Servicer No. 2][Master
                  Servicer No. 3] to the Trustee pursuant to Sections 3.12(a)
                  and 3.12(c) of the Pooling and Servicing Agreement (the
                  "Servicer Reports") for inclusion in the annual report on Form
                  10-K for the Relevant Period and inclusion in all reports on
                  Form 8-K have been submitted by [Master Servicer No. 1][Master
                  Servicer No. 2][Master Servicer No. 3] to the Trustee for
                  inclusion in these reports;

            2.    Based on my knowledge, and assuming the accuracy of the
                  statements required to be made by each Special Servicer in the
                  special servicer backup certificate delivered by each Special
                  Servicer relating to the Relevant Period, the information
                  contained in the Servicer Reports, taken as a whole, does not
                  contain any untrue statement of a material fact or omit to
                  state a material fact necessary to make the statements made,
                  in light of the circumstances under which such statements were
                  made, not misleading with respect to the Relevant Period; and

            3.    Based on my knowledge and the compliance review conducted in
                  preparing the annual compliance statement required under
                  Section 11.12 of the Pooling and Servicing Agreement, during
                  the Relevant Period [Master Servicer No. 1][Master Servicer
                  No. 2][Master Servicer No. 3] has fulfilled its obligations
                  under the Pooling and Servicing Agreement in all material
                  respects, except as disclosed in the annual officer's
                  certificate required under such Section 11.11.

[In giving the certification above, I have reasonably relied on information
provided to me by the following unaffiliated parties: [name(s) of servicer,
sub-servicer or co-servicer]]

Date: _________________________

[GMAC COMMERCIAL MORTGAGE CORPORATION]

By: _____________________________
    Name:
    Title:

[KEYCORP REAL ESTATE CAPITAL MARKETS, INC.]

By: _____________________________
    Name:
    Title:

[NCB, FSB]

By: _____________________________
    Name:
    Title:

<PAGE>

                                   EXHIBIT L-4

                  FORM OF SPECIAL SERVICER BACKUP CERTIFICATION

            Re:   Credit Suisse Commercial Mortgage Trust 2006-C1 (the "Trust"),
                  Commercial Mortgage Pass-Through Certificates, Series 2006-C1

      I, [identify the certifying individual], a [_______________ ] of [GMAC
      COMMERCIAL MORTGAGE CORPORATION ("Special Servicer No. 1")][NATIONAL
      CONSUMER COOPERATIVE BANK ("Special Servicer No. 2")] as [Special Servicer
      No. 1][Special Servicer No. 2] under that certain pooling and servicing
      agreement dated as of March 1, 2006 (the "Pooling and Servicing
      Agreement"), among Credit Suisse First Boston Mortgage Securities Corp.,
      as depositor (the "Depositor"), GMAC Commercial Mortgage Corporation, as
      master servicer ("Master Servicer No. 1"), KeyCorp Real Estate Capital
      Markets, Inc., as master servicer ("Master Servicer No. 2"), NCB, FSB, as
      master servicer ("Master Servicer No. 3" and collectively with Master
      Servicer No. 1 and Master Servicer No. 2, the "Master Servicers"), GMAC
      Commercial Mortgage Corporation, as special servicer ("Special Servicer
      No. 1"), National Consumer Cooperative Bank, as special servicer "Special
      Servicer No. 2" and collectively with Special Servicer No. 1, the "Special
      Servicers"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"), on
      behalf of [Special Servicer No. 1][Special Servicer No. 2] certify to
      [Name of Certifying Person(s) for Sarbanes Oxley Certification], the
      Depositor, and its officers, directors and affiliates, and with the
      knowledge and intent that they will rely upon this certification, that:

            1.    Based on my knowledge, with respect to the period ending
                  December 31, 20[__] (the "Relevant Period"), all servicing
                  information and all required reports required to be submitted
                  by [Special Servicer No. 1][Special Servicer No. 2] to the
                  applicable Master Servicer or Trustee pursuant to the Pooling
                  and Servicing Agreement (the "Special Servicer Reports") for
                  inclusion in the annual report on Form 10-K for the Relevant
                  Period and inclusion in all reports on Form 8-K have been
                  submitted by [Special Servicer No. 1][Special Servicer No. 2]
                  to the applicable Master Servicer or the Trustee, as
                  applicable, for inclusion in these reports;

            2.    Based on my knowledge, the information contained in the
                  Special Servicer Reports, taken as a whole, does not contain
                  any untrue statement of a material fact or omit to state a
                  material fact necessary to make the statements made, in light
                  of the circumstances under which such statements were made,
                  not misleading as of the last day of the period ending
                  December 31, 20[__]; and

            3.    Based on my knowledge and the annual compliance review
                  required under Section 11.11 of the Pooling and Servicing
                  Agreement, during the Relevant Period [Special Servicer No.
                  1][Special Servicer No. 2] has fulfilled its obligations under
                  the Pooling and Servicing Agreement in all material respects,
                  except as disclosed in the annual officer's certificate
                  required under such Section 11.11.

<PAGE>

Date: _________________________
[GMAC COMMERCIAL MORTGAGE CORPORATION]

By:_____________________________
Name:
Title:

[NATIONAL CONSUMER COOPERATIVE BANK]

By:_____________________________
Name:
Title:

<PAGE>

                                    EXHIBIT M

                           LIST OF BROKER STRIP LOANS

<TABLE>
<CAPTION>

Loan No.:    Loan Name:                            Broker Strip:        Payee:
---------    ----------                            -------------        ------
<S>          <C>                                   <C>                  <C>
156          All American Mini Storage - Napa      7.5 bps (0.075%)     Mayer & Clifton Partners, Inc.
162          Capella I Shopping Center             5 bps (0.050%)       Pace Financial
225          Shops at Westar                       5 bps (0.050%)       Pace Financial
15           Hanes Point Shopping Center           3 bps (0.030%)       Pace Financial
179          Associated Energy Systems Building    5 bps(0.050%)        Ronald Nelson Associates

</TABLE>
<PAGE>

                                    EXHIBIT N

                                    RESERVED

<PAGE>

                                    EXHIBIT O

                        FORM OF CUSTODIAL CERTIFICATATION

                                     [Date]

[DEPOSITOR]

[MASTER SERVICER]             MORTGAGE LOAN SELLERS

[SPECIAL SERVICER]

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2006-C1

Ladies and Gentlemen:

            Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement
dated as of March 1, 2006 and related to the above-referenced Certificates (the
"Agreement"), Wells Fargo Bank, N.A. as trustee (the "Trustee"), hereby
certifies as to each Trust Mortgage Loan subject to the Agreement (except as
specifically identified in the exception report attached hereto) that: (i) all
documents specified in clauses (i) through (v), (ix), (xi), (xii), (xvi) and
(xviii) of the definition of "Mortgage File" are in its possession, and (ii) all
such Mortgage Loan Documents have been received, have been executed, appear to
be what they purport to be, purport to be recorded or filed (if recordation or
filing is specified for such document in the definition of "Mortgage File") and
have not been torn, mutilated or otherwise defaced, and that such documents
relate to the Trust Mortgage Loans identified on the Trust Mortgage Loan
Schedule.

            Other than as stipulated in the Agreement, none of the Trustee, the
Master Servicers, the Special Servicers, or any Custodian (a) is under any duty
or obligation to inspect, review or examine any of the documents, instruments,
certificates or other papers relating to the Trust Mortgage Loans delivered to
it to determine that the same are valid, legal, effective, genuine, binding,
enforceable, sufficient or appropriate for the represented purpose or that they
are other than what they purport to be on their face and (b) shall have any
responsibility for determining whether the text of any assignment or endorsement
is in proper or recordable form, whether the requisite recording of any document
is in accordance with the requirements of any applicable jurisdiction, or
whether a blanket assignment is permitted in any applicable jurisdiction.

            In performing the reviews contemplated by Sections 2.02(a) and
2.02(b) of the Agreement, the Trustee may conclusively rely on the purported
genuineness of any such document and any signature thereon. It is understood
that the scope of the Trustee's review of the Mortgage Files is limited solely
to confirming that the documents specified in clauses (i) through (v), (ix),
(xi), (xii), (xvi) and (xviii) and have been received and such additional
information as will be necessary for delivering the certifications required by
the Agreement.

            Further, with respect to UCC filings, absent actual knowledge or
copies of UCC filings in the Mortgage File indicating otherwise, the Trustee
shall make the assumptions contemplated by Section 2.02(c) of the Agreement.

            Capitalized terms used herein and not otherwise defined shall have
the respective meanings assigned to them in the Agreement.

                                       Respectfully,

                                       WELLS FARGO BANK, N.A.
                                       as Trustee


                                       By: _____________________________________
                                       Name:
                                       Title:

<PAGE>

                                    EXHIBIT P

              FORM OF NOTICE REGARDING DEFEASANCE OF MORTGAGE LOAN

For loans not among ten largest and having a principal balance of less than (a)
$20,000,000 and (b) 5% of outstanding pool balance

To: Standard & Poor's Ratings Services
55 Water Street
New York, New York 10041
Attn: Commercial Mortgage Surveillance

From: _________, in its capacity as Servicer No.[__] (the "Servicer") under the
Pooling and Servicing Agreement dated as of March 1, 2006 (the "Pooling and
Servicing Agreement"), among the Servicer, Wells Fargo Bank, N.A. as Trustee,
and others.

                             Date: _________, 20___

            Re:   Commercial Mortgage Pass-Through Certificates, Series 2006-C1
                  Mortgage Loan (the "Mortgage Loan") heretofore secured by real
                  property known as _______.

            Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Pooling and Servicing Agreement. [Note: all terms
in this notice should be conformed to terms used in the Pooling and Servicing
Agreement]

            THE STATEMENTS SET FORTH BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF
THE UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE SERVICING STANDARD
SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (THE "SERVICING STANDARD"), AND
(B) WITHOUT INTENDING TO WARRANT THE ACCURACY THEREOF OR UNDERTAKE ANY DUTY OR
STANDARD OF CARE GREATER THAN THE DUTIES OF SERVICER UNDER THE POOLING AND
SERVICING AGREEMENT AND THE SERVICING STANDARD

            We hereby notify you and confirm that each of the following is true,
subject to those exceptions, if any, set forth on Exhibit A hereto, which
exceptions the applicable Master Servicer has determined, consistent with the
Servicing Standard, will have no material adverse effect on the Mortgage Loan or
the defeasance transaction:

                  1. The related borrower (the "Borrower") has consummated a
      defeasance of the Mortgage Loan of the type checked below:

      ____  a full defeasance of the entire outstanding principal balance
            ($___________) of the Mortgage Loan; or

      ____  a partial defeasance of a portion ($__________) of the Mortgage Loan
            that represents ___% of the entire principal balance of the Mortgage
            Loan ($________);

                  2. The defeasance was consummated on __________, 20__.

                  3. The defeasance was completed in all material respects in
      accordance with the conditions for defeasance specified in the Loan
      Documents and in accordance with the Servicing Standard.

                  4. The defeasance collateral consists only of one or more of
      the following: (i) direct debt obligations of the U.S. Treasury, (ii)
      direct debt obligations of the Federal National Mortgage Association,
      (iii) direct debt obligations of the Federal Home Loan Mortgage
      Corporation, or (iv) interest-only direct debt obligations of the
      Resolution Funding Corporation. Such defeasance collateral consists of
      securities that (i) if they include a principal obligation, the principal
      due at maturity cannot vary or change, (ii) provide for interest at a
      fixed rate and (iii) are not subject to prepayment, call or early
      redemption.

                  5. After the defeasance, the defeasance collateral will be
      owned by an entity (the "Defeasance Obligor") that: (i) is the original
      Borrower, (ii) is a Single-Purpose Entity (as defined in the S&P
      Criteria), (iii) is subject to restrictions in its organizational
      documents substantially similar to those contained in the organizational
      documents of the original Borrower with respect to bankruptcy remoteness
      and single purpose, (iv) has been designated as the Defeasance Obligor by
      the originator of the Mortgage Loan pursuant to the terms of the Mortgage
      Loan Documents, or (v) has delivered a letter from S&P confirming that the
      organizational documents of such Defeasance Obligor were previously
      approved by S&P. The Defeasance Obligor owns no assets other than
      defeasance collateral and (only in the case of the original Borrower) real
      property securing one or more Mortgage Loans included in the pool under
      the Pooling and Servicing Agreement (the "Pool").

                  6. If such Defeasance Obligor (together with its affiliates)
      holds more than one defeased loan, it does not (together with its
      affiliates) hold defeased loans aggregating more than $20 million or more
      than five percent (5%) of the aggregate certificate balance of the
      Certificates as of the date of the most recent Statement to
      Certificateholders received by the Servicer (the "Current Report").

                  7. The defeasance documents require that the defeasance
      collateral be credited to an eligible account (as defined in the S&P
      Criteria) that must be maintained as a securities account by a securities
      intermediary that is at all times an Eligible Institution (as defined in
      the S&P Criteria). The securities intermediary may reinvest proceeds of
      the defeasance collateral only in Permitted Investments (as defined in the
      Pooling and Servicing Agreement).

                  8. The securities intermediary is obligated to pay from the
      proceeds of the defeasance collateral, directly to the Servicer's
      collection account, all scheduled payments on the Mortgage Loan or, in a
      partial defeasance, not less than 125% of the portion of such scheduled
      payments attributed to the allocated loan amount for the real property
      defeased (the "Scheduled Payments").

                  9. The applicable Master Servicer received written
      confirmation from an independent certified public accountant stating that
      (i) revenues from the defeasance collateral (without taking into account
      any earnings on reinvestment of such revenues) will be sufficient to
      timely pay each of the Scheduled Payments including the payment in full of
      the Mortgage Loan (or the allocated portion thereof in connection with a
      partial defeasance) on its Maturity Date (or, in the case of an ARD Loan,
      on its Anticipated Repayment Date), (ii) the revenues received in any
      month from the defeasance collateral will be applied to make Scheduled
      Payments within four (4) months after the date of receipt, (iii) the
      defeasance collateral is not subject to prepayment, call or early
      redemption, and (iv) interest income from the defeasance collateral to the
      Defeasance Obligor in any tax year will not exceed such Defeasance
      Obligor's interest expense for the Mortgage Loan (or the allocated portion
      thereof in a partial defeasance) for such year, other than in the year in
      which the Maturity Date or Anticipated Repayment Date will occur, when
      interest income will exceed interest expense.

                  10. The applicable Master Servicer received opinions of
      counsel that, subject to customary qualifications, (i) the defeasance will
      not cause any Trust REMIC to fail to qualify as a REMIC for purpose of the
      Code, (ii) the agreements executed by the Borrower and the Defeasance
      Obligor in connection with the defeasance are enforceable against them in
      accordance with their terms, and (iii) the Trustee will have a perfected,
      first priority security interest in the defeasance collateral.

                  11. The agreements executed in connection with the defeasance
      (i) prohibit subordinate liens against the defeasance collateral, (ii)
      provide for payment from sources other than the defeasance collateral of
      all fees and expenses of the securities intermediary for administering the
      defeasance and the securities account and all fees and expenses of
      maintaining the existence of the Defeasance Obligor, (iii) permit release
      of surplus defeasance collateral and earnings on reinvestment to the
      Defeasance Obligor only after the Mortgage Loan has been paid in full,
      (iv) include representations and/or covenants of the Borrower and/or
      securities intermediary substantially as set forth on Exhibit B hereto,
      (v) provide for survival of such representations; and (vi) do not permit
      waiver of such representations and covenants.

                  12. The outstanding principal balance of the Mortgage Loan
      immediately before the defeasance was less than $20,000,000 and less than
      5% of the aggregate certificate balance of the Certificates as of the date
      of the Current Report. The Mortgage Loan is not one of the ten (10)
      largest loans in the Pool.

                  13. Copies of all material agreements, instruments,
      organizational documents, opinions of counsel, accountant's report and
      other items delivered in connection with the defeasance will be provided
      to you upon request.

                  14. The individual executing this notice is an authorized
      officer or a servicing officer of the Servicer.

            IN WITNESS WHEREOF, the applicable Master Servicer has caused this
notice to be executed as of the date captioned above.

                                       [APPLICABLE MASTER SERVICER]

                                        By:
                                        ________________________________________
                                        Name:
                                        Title:

<PAGE>

                                    EXHIBIT A

<PAGE>

                                    EXHIBIT B

                   Perfected Security Interest Representations

General:

            1. [The defeasance agreements] create a valid and continuing
security interest (as defined in the applicable UCC) in the [name specified
accounts] in favor of the [Secured Party], which security interest is prior to
all other [Liens], and is enforceable as such as against creditors of and
purchasers from [Debtor].

            Note that "Collateral" means securities, permitted investments and
other assets credited to securities accounts.

            2. The [Deposit Account], constitutes a "deposit account" within the
meaning of the applicable UCC.

            3. All of the [Collateral] has been and will have been credited to a
[Securities Account]. The securities intermediary for the [Securities Account]
has agreed to treat all assets credited to the [Securities Account] as
"financial assets" within the meaning of the UCC.

Creation:

            4. [Debtor] owns and has good and marketable title to the
[Collateral, Securities Account and Deposit Account] free and clear of any
[Lien], claim or encumbrance of any Person.

            5. [Debtor] has received all consents and approvals required by the
terms of the [Collateral] to the transfer to the [Secured Party] of its interest
and rights in the [Collateral] hereunder.

Perfection:

            6. [Debtor] has caused or will have caused, within ten (10) days,
the filing of all appropriate financing statements in the proper filing office
in the appropriate jurisdictions under applicable law in order to perfect the
security interest granted in the [Collateral, Securities Account and Deposit
Account] to the [Secured Party] hereunder.

            7. [Debtor] has delivered to[Secured Party] a fully executed
agreement pursuant to which the securities intermediary or the account bank has
agreed to comply with all instructions originated by the [Secured Party]
relating to the [Securities Account] or directing disposition of the funds in
the [Deposit Account] without further consent by the [Debtor].

            8. [Debtor] has taken all steps _necessary to cause the securities
intermediary to identify in its records the [Secured Party] as the person:
having a security entitlement against the securities intermediary in the
[Securities Account].

            9. [Debtor] has taken all steps necessary to cause [Secured Party]
to become the account holder of the [Deposit Account].

Priority:

            10. Other than the security interest granted to the [Secured Party]
pursuant to this Agreement, [Debtor] has not pledged, assigned, sold, granted a
security interest in, or otherwise conveyed any of the [Collateral, Securities
Account and Deposit Account]. [Debtor] has not authorized the filing of and is
not aware of any financing statements against [Debtor] that include a
description of collateral covering the [Collateral, Securities Account and
Deposit Account] other than any financing statement relating to the security
interest granted to the [Secured Party] hereunder or that has been terminated.
Debtor is not aware of any judgment or tax lien filings against [Debtor].

            11. The [Securities Account and Deposit Account] are not in the name
of any person other than the [Debtor] or the [Secured Party]. The [Debtor] has
not consented to the securities intermediary of any [Securities Account] or the
account bank of any [Deposit Account] to comply with entitlement orders or
instructions of any person other than the [Secured Party].

<PAGE>

                                    EXHIBIT Q

                 FORM OF SUBORDINATION AGREEMENT OF CO-OP LOANS

            THIS Agreement made this _____ day of ___, 20__, between [_______],
a ____________ having an address at __________ (the "Subordinate Mortgagee"),
and ___________, a ___________, having an office at ____________ (the "Superior
Mortgagee").

                              W I T N E S S E T H:

            WHEREAS, Superior Mortgagee is the owner of a certain $__________
mortgage and note secured thereby, dated ________ __, ____, made by
__________________________________ (the "Borrower") to Subordinate Mortgagee
(the "Superior Mortgage") covering the premises located at
____________________________________________ more particularly described in the
Superior Mortgage and Schedule "A" attached hereto (the "Premises"); and

            WHEREAS, Subordinate Mortgagee is the holder of a certain
$____________ mortgage and the note secured thereby, dated ________ __, ____,
made by the Borrower to Subordinate Mortgagee (the "Subordinate Mortgage")
covering the Premises; and

            WHEREAS, the Superior Mortgagee has purchased the Superior Mortgage
from Subordinate Mortgagee and as a condition thereto has required that the
Subordinate Mortgage be fully subordinated to the Superior Mortgage.

            NOW, THEREFORE, the parties hereto agree as follows:

            The Subordinate Mortgagee hereby covenants and agrees that (i) the
Subordinate Mortgage and all of its terms and provisions and the loan it secures
are and shall remain in all respects subject and subordinate to the Superior
Mortgage, its lien and all of its terms and provisions and to the loan it
secures and to any modifications, consolidations, extension or renewals thereof
and to any increases therein resulting from advances to protect or preserve the
lien of the Superior Mortgage on the Premises encumbered thereby but not any
other increases therein; (ii) no tenant under any lease of any portion of the
Premises, other than tenant shareholders under proprietary leases, will be made
a party defendant in any foreclosure of the Subordinate Mortgage, nor will any
other action be taken in connection with such foreclosure which would have the
effect of terminating any such lease; (iii) no portion of the accounts, accounts
receivable, rents, issues and profits of the Premises shall be collected in
connection with the foreclosure of the Subordinate Mortgage or any other
enforcement action except through a receiver appointed by the court in which
such foreclosure action is brought, after due notice of the application of the
appointment of such receiver shall have been given to the Superior Mortgagee;
(iv) the accounts, accounts receivable, rents, issues and profits collected by
any such receiver (or which shall under any circumstances come into possession
of the holder of the Subordinate Mortgage at a time when Subordinate Mortgagee
has received written notice of a default under the Superior Mortgage) shall be
applied, at Superior Mortgagee's direction, to the payment of taxes, maintenance
and operating charges and disbursements incurred in connection with the
operation and maintenance of the Premises and to the payment of principal,
interest and other amounts due under the Superior Mortgage at the time of such
application, in such order and priority as Superior Mortgagee shall direct,
before any portion of such accounts, accounts receivable, rents, issues and
profits shall be applied to the Subordinate Mortgage; (v) during the pendency of
any such foreclosure action, if an action shall be brought for the foreclosure
of the Superior Mortgage and an application shall be made for an extension of
such receivership for the benefit of the Superior Mortgagee, the Subordinate
Mortgagee shall consent to the extension of such receivership and all accounts,
accounts receivable, rents, issues and profits held by such receiver as of the
date of such application shall be applied by the receiver solely for the benefit
of the Superior Mortgagee, and the Subordinate Mortgagee in their respective
order of priority; (vi) due notice of the commencement of any foreclosure of the
Subordinate Mortgage shall be given to the Superior Mortgagee and true copies of
all papers served or entered in such action will be delivered to the Superior
Mortgagee upon such service or entry; (vii) no payments shall be made to the
holder of the Subordinate Mortgage during the period in which any default exists
under the Superior Mortgage in respect of any monthly payment or balloon payment
due thereunder beyond any applicable grace period, provided that the Subordinate
Mortgagee has received written notice of such default and all payments otherwise
payable to the Subordinate Mortgagee during such period shall be paid to the
Superior Mortgagee and, if any such payments are received by the Subordinate
Mortgagee at any time after which the Subordinate Mortgagee has received written
notice of the existence of such default, they shall be held in trust for the
Superior Mortgagee and turned over to the Superior Mortgagee on demand; (viii)
any distributions made or to be made to the Subordinate Mortgagee pursuant to
any bankruptcy or insolvency proceeding of the borrower representing amounts due
under the Superior Mortgage shall be paid by the borrower, or, if such payments
are nonetheless received by the Subordinate Mortgagee, by the Subordinate
Mortgagee immediately upon their receipt, to the Superior Mortgagee for
application, at Superior Mortgagee's direction, to the payment of principal,
interest and other amounts due under the Superior Mortgage at the time of such
application, in such order and priority as Superior Mortgagee shall direct,
before any portion of such accounts, accounts receivable, rents, issues and
profits shall be applied to the Subordinate Mortgage; and (ix) all condemnation,
casualty or similar payments with respect to the premises shall be applied, for
so long as the Superior Mortgage remains outstanding, in accordance with the
Superior Mortgage.

            This Agreement is governed by and is to be construed under the laws
of the state in which the Premises is located.

            So long as the Superior Mortgage shall remain a lien upon the
Premises or any part thereof, Subordinate Mortgagee shall execute, acknowledge
and deliver, upon Superior Mortgagee's reasonable demand, at any time or from
time to time, any and all further subordinations, agreements or other
instruments in recordable form (and in form reasonably satisfactory to
Subordinate Mortgagee) as Superior Mortgagee may reasonably require for carrying
out the purpose and intent of the covenants contained herein; provided, however,
that no such subordinations, agreements or other instruments shall increase
Subordinate Mortgagee's obligations or decrease Subordinate Mortgagee's rights
under this Agreement or the Subordinate Mortgage.

            So long as the Superior Mortgage shall remain a lien upon the
Premises or any part thereof, Subordinate Mortgagee shall not enter into any
agreement to amend or modify the Subordinate Mortgage in a manner material to
Superior Mortgagee without notice to, and the prior consent of, Superior
Mortgagee.

            In order to enable Superior Mortgagee to enforce any claims by the
Subordinate Mortgagee against the Borrower in any liquidation or dissolution of
Borrower, or any execution sale, receivership, insolvency, bankruptcy,
liquidation, readjustment, reorganization, or other similar proceeding relative
to the Borrower or its property, for so long as the Superior Mortgage shall
remain outstanding, Superior Mortgagee is hereby irrevocably authorized and
empowered in its discretion to make and present, for and on behalf of the
undersigned Subordinate Mortgagee, such proofs of claims against the Borrower on
account of the Subordinate Mortgage as Superior Mortgagee may deem expedient or
proper, and to vote such proofs of claims in any such proceeding and to receive
and collect any and all dividends or other payments or disbursements made
thereon in whatever form the same may be paid or issued. Subordinate Mortgagee
further agrees to execute and deliver to Superior Mortgagee such assignments or
other instruments as may be reasonably required by Superior Mortgagee (and in
form reasonably satisfactory to Subordinate Mortgagee) in order to enable
Superior Mortgagee to enforce any and all such claims and to collect any and all
such payments or disbursements provided, however, that no such assignments or
other instruments shall increase Subordinate Mortgagee's obligations or decrease
Subordinate Mortgagee's rights under this Agreement or the Subordinate Mortgage.

            This Agreement shall not be amended or modified except by an
agreement in writing, signed by the party against whom enforcement is sought.

            Except for notices in a foreclosure action, which shall be given as
provided by applicable rule of court, all notices hereunder shall be given to
each party in the same manner as provided in its mortgage or, if there are no
such notice provisions, at the address set forth above by personal delivery or
first class, certified mail, return receipt requested. Notices shall be deemed
to have been given when received. Either party may change its address for
notices hereunder by written notice to the other party.

            This Agreement shall be binding upon the parties hereto and their
respective heirs, successors and assigns. Any assignee of the Subordinate
Mortgage shall be deemed by acceptance thereof to have assumed the obligations
of Subordinate Mortgagee hereunder. Subordinate Mortgagee hereby agrees to have
such assignee execute a formal assumption agreement upon such assignment but no
failure of an assignee to execute an assumption agreement shall affect such
assignee's assumption of the obligations of the Subordinate Mortgagee.

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this
Subordination Agreement the day and year first above written.

                                       [Subordinate Mortgagee]

                                       By: _____________________________________
                                       Name:
                                       Title:

                                       [Superior Mortgagee]

                                       By: _____________________________________
                                       Name:
                                       Title:

      [PRIOR TO EXECUTION, THIS FORM SHOULD BE MODIFIED TO ADD APPROPRIATE
    ACKNOWLEDGEMENTS AND INCORPORATE OTHER REVISIONS REQUIRED FOR RECORDING]

<PAGE>

                                    EXHIBIT R

                                    RESERVED

<PAGE>

                                   EXHIBIT S-1

                        FORM OF INFORMATION REQUEST FROM
                     CERTIFICATEHOLDER OR CERTIFICATE OWNER

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue,
Minneapolis, Minnesota  55479-0113
Attention:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2006-C1

GMAC Commercial Mortgage Corporation
200 Witmer Road
Horsham, Pennsylvania  19044
Attn: Managing Director, Commercial Servicing Operations

KeyCorp Real Estate Capital Markets, Inc.,
911 Main Street, Suite 1500
Kansas City, Missouri 64105

NCB, FSB
1725 Eye Street, N.W.
Washington, D.C.  20006

Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 5th Floor
New York, New York 10010
Attn:  Edmund Taylor

      Re:   Credit Suisse First Boston Mortgage Securities Corp.
            Commercial Mortgage Pass-Through Certificates, Series 2006-C1

      In accordance with the Pooling and Servicing Agreement dated as of March
1, 2006 (the "Pooling and Servicing Agreement"), among Credit Suisse First
Boston Mortgage Securities Corp., as depositor, GMAC Commercial Mortgage
Corporation, as master servicer (in such capacity, the "Master Servicer No. 1"),
KeyCorp Real Estate Capital Markets, Inc., as master servicer (in such capacity,
the "Master Servicer No. 2"), NCB, FSB, as master servicer (in such capacity,
the "Master Servicer No. 3" and collectively with Master Servicer No. 1 and
Master Servicer No. 2, the "Master Servicers"), GMAC Commercial Mortgage
Corporation, as special servicer (in such capacity, the "Special Servicer No.
1"), National Consumer Cooperative Bank as special servicer (in such capacity,
the "Special Servicer No. 2" and collectively with Special Servicer No. 1, the
"Special Servicers"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"),
with respect to the Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2006-C1 (the
"Certificates"), the undersigned ("Investor") hereby certifies and agrees as
follows:

      1.    Investor is a [holder] [beneficial owner] of [$__________ aggregate
            [Certificate Balance/Certificate Notional Amount] of] [a ___%
            Percentage Interest in] the Class ____ Certificates.

      2.    Investor is requesting access to the following information (the
            "Information") solely for use in evaluating Investor's investment in
            the Certificates:

            ___         The information available on the [Master Servicers']
                        Website pursuant to Section 3.15 of the Pooling and
                        Servicing Agreement.

            ___         The information available on the Trustee's Website
                        pursuant to Section 4.02 of the Pooling and Servicing
                        Agreement.

            ___         The information identified on Schedule I attached hereto
                        pursuant to Sections 3.15 and 4.02 of the Pooling and
                        Servicing Agreement.

      3.    In consideration of the applicable Master Servicers' or the
            Trustee's disclosure to Investor of the Information, Investor will
            keep the Information confidential (except from such outside Persons
            as are assisting it in evaluating the Information), and such
            Information will not, without the prior written consent of the
            applicable Master Servicers or the Trustee, as applicable, be
            disclosed by Investor or by its affiliates, officers, directors,
            partners, shareholders, members, managers, employees, agents or
            representatives (collectively, the "Representatives") in any manner
            whatsoever, in whole or in part; provided, that Investor may provide
            all or any part of the Information to any other Person that holds or
            is contemplating the purchase of any Certificate or interest
            therein, but only if such Person confirms in writing such ownership
            interest or prospective ownership interest and agrees to keep it
            confidential; and provided further, that Investor may provide all or
            any part of the Information to its auditors, legal counsel and
            regulators.

      4.    Investor will not use or disclose the Information in any manner that
            could result in a violation of any provision of the Securities Act
            of 1933, as amended (the "Securities Act"), or the Securities
            Exchange Act of 1934, as amended, or that would require registration
            of any Non-Registered Certificate pursuant to Section 5 of the
            Securities Act.

      5.    Investor hereby acknowledges and agrees that:

            (a)   Neither the applicable Master Servicers nor the Trustee will
                  make any representations or warranties as to the accuracy or
                  completeness of, and will assume no responsibility for, any
                  report, document or other information delivered pursuant to
                  this request or made available on its respective Website;

            (b)   Neither the applicable Master Servicers nor the Trustee has
                  undertaken any obligation to verify the accuracy or
                  completeness of any information provided by a Borrower, a
                  third party, each other or any other Person that is included
                  in any report, document or other information delivered
                  pursuant to this request or made available on its respective
                  Website;

            (c)   Any transmittal of any report, document or other information
                  to Investor by the applicable Master Servicers or the Trustee
                  is subject to, which transmittal may (but need not be)
                  accompanied by a letter containing, the following provision:

                        By receiving the information set forth herein, you
                        hereby acknowledge and agree that the United States
                        securities laws restrict any person who possesses
                        material, non-public information regarding the Trust
                        which issued Credit Suisse First Boston Mortgage
                        Securities Corp., Commercial Mortgage Pass-Through
                        Certificates, Series 2006-C1, from purchasing or selling
                        such Certificates in circumstances where the other party
                        to the transaction is not also in possession of such
                        information. You also acknowledge and agree that such
                        information is being provided to you for the purposes
                        of, and such information may be used only in connection
                        with, evaluation by you or another Certificateholder,
                        Certificate Owner or prospective purchaser of such
                        Certificates or beneficial interest therein; and

            (d)   When delivering any report, document or other information
                  pursuant to this request, the Master Servicers or the Trustee
                  may (i) indicate the source thereof and may affix thereto any
                  disclaimer it deems appropriate in its discretion and (ii)
                  contemporaneously provide such report, document or information
                  to the Depositor, the Trustee, any Underwriter, any Rating
                  Agency or Certificateholders or Certificate Owners.

      6.    Investor agrees to indemnify and hold harmless the Master Servicers,
            the Trustee, the Trust and the Depositor from any damage, loss, cost
            or liability (including legal fees and expenses and the cost of
            enforcing this indemnity) arising out of or resulting from any
            unauthorized use or disclosure of the Information by Investor or any
            of its Representatives. Investor also acknowledges and agrees that
            money damages would be both incalculable and an insufficient remedy
            for any breach of the terms of this letter by Investor or any of its
            Representatives and that the Master Servicers, the Trustee, or the
            Trust may seek equitable relief, including injunction and specific
            performance, as a remedy for any such breach. Such remedies are not
            the exclusive remedies for a breach of this letter but are in
            addition to all other remedies available at law or equity.

      Capitalized terms used in this letter but not defined have the respective
meanings given to them in the Pooling and Servicing Agreement.

      IN WITNESS WHEREOF, Investor has caused its name to be signed hereto by
its duly authorized officer, as of the day and year written above.

                                    [CERTIFICATEHOLDER]
                                    [BENEFICIAL OWNER OF A CERTIFICATE]

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________
                                    Telephone No.: _____________________________

<PAGE>

                                   SCHEDULE I

                             [INFORMATION REQUESTED]

<PAGE>

                                   EXHIBIT S-2

              FORM OF INFORMATION REQUEST FROM PROSPECTIVE INVESTOR

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue,
Minneapolis, Minnesota  55479-0113
Attention:  Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2005-C5

GMAC Commercial Mortgage Corporation
200 Witmer Road
Horsham, Pennsylvania  19044
Attn: Managing Director, Commercial Servicing Operations

KeyCorp Real Estate Capital Markets, Inc.,
911 Main Street, Suite 1500
Kansas City, Missouri 64105

NCB, FSB
1725 Eye Street, N.W.
Washington, D.C.  20006

Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 5th Floor
New York, New York 10010
Attn:  Edmund Taylor

      Re:   Credit Suisse First Boston Mortgage Securities Corp.
            Commercial Mortgage Pass-Through Certificates, Series
            2005-C1

            In accordance with the Pooling and Servicing Agreement dated as of
      March 1, 2006 (the "Pooling and Servicing Agreement"), among Credit Suisse
      First Boston Mortgage Securities Corp., as depositor, GMAC Commercial
      Mortgage Corporation, as master servicer (in such capacity, the "Master
      Servicer No. 1"), KeyCorp Real Estate Capital Markets, Inc., as master
      servicer (in such capacity, the "Master Servicer No. 2"), NCB, FSB, as
      master servicer (in such capacity, the "Master Servicer No. 3" and
      collectively with Master Servicer No. 1 and Master Servicer No. 2, the
      "Master Servicers"), GMAC Commercial Mortgage Corporation, as special
      servicer (in such capacity, the "Special Servicer No. 1"), National
      Consumer Cooperative Bank as special servicer (in such capacity, the
      "Special Servicer No. 2" and collectively with Special Servicer No. 1, the
      "Special Servicers"), and Wells Fargo Bank, N.A., as trustee (the
      "Trustee"), with respect to the Credit Suisse First Boston Mortgage
      Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
      2006-C1 (the "Certificates"), the undersigned ("Investor") hereby
      certifies and agrees as follows:

      1.    Investor is contemplating an investment in the Class ____
            Certificates.

      2.    Investor is requesting access to the following information (the
            "Information") solely for use in evaluating such possible
            investment:

            ___         The information available on the [Master Servicers']
                        Website pursuant to Section 3.15 of the Pooling and
                        Servicing Agreement.

            ___         The information available on the Trustee's Website
                        pursuant to Section 4.02 of the Pooling and Servicing
                        Agreement.

            ___         The information identified on Schedule I attached hereto
                        pursuant to Sections 3.15 and 4.02 of the Pooling and
                        Servicing Agreement.

      3.    In consideration of the Master Servicers' or the Trustee's
            disclosure to Investor of the Information, Investor will keep the
            Information confidential (except from such outside Persons as are
            assisting it in making the investment decision described in
            paragraph 1), and such Information will not, without the prior
            written consent of the Master Servicers or the Trustee, as
            applicable, be disclosed by Investor or by its affiliates, officers,
            directors, partners, shareholders, members, managers, employees,
            agents or representatives (collectively, the "Representatives") in
            any manner whatsoever, in whole or in part; provided, that Investor
            may provide all or any part of the Information to any other Person
            that holds or is contemplating the purchase of any Certificate or
            interest therein, but only if such Person confirms in writing such
            ownership interest or prospective ownership interest and agrees to
            keep it confidential; and provided further, that Investor may
            provide all or any part of the Information to its auditors, legal
            counsel and regulators.

      4.    Investor will not use or disclose the Information in any manner that
            could result in a violation of any provision of the Securities Act
            of 1933, as amended (the "Securities Act"), or the Securities
            Exchange Act of 1934, as amended, or that would require registration
            of any Non-Registered Certificate pursuant to Section 5 of the
            Securities Act.

      5.    Investor hereby acknowledges and agrees that:

            (a)   Neither the Master Servicers nor the Trustee will make any
                  representations or warranties as to the accuracy or
                  completeness of, and will assume no responsibility for, any
                  report, document or other information delivered pursuant to
                  this request or made available on its respective Website;

            (b)   Neither the Master Servicers nor the Trustee has undertaken
                  any obligation to verify the accuracy or completeness of any
                  information provided by a Borrower, a third party, each other
                  or any other Person that is included in any report, document
                  or other information delivered pursuant to this request or
                  made available on its respective Website;

            (c)   Any transmittal of any report, document or other information
                  to Investor by the Master Servicers or the Trustee is subject
                  to, which transmittal may (but need not be) accompanied by a
                  letter containing, the following provision:

                        By receiving the information set forth herein, you
                        hereby acknowledge and agree that the United States
                        securities laws restrict any person who possesses
                        material, non-public information regarding the Trust
                        which issued Credit Suisse First Boston Mortgage
                        Securities Corp., Commercial Mortgage Pass-Through
                        Certificates, Series 2006-C1, from purchasing or selling
                        such Certificates in circumstances where the other party
                        to the transaction is not also in possession of such
                        information. You also acknowledge and agree that such
                        information is being provided to you for the purposes
                        of, and such information may be used only in connection
                        with, evaluation by you or another Certificateholder,
                        Certificate Owner or prospective purchaser of such
                        Certificates or beneficial interest therein; and

            (d)   When delivering any report, document or other information
                  pursuant to this request, the Master Servicers or the Trustee
                  may (i) indicate the source thereof and may affix thereto any
                  disclaimer it deems appropriate in its discretion and (ii)
                  contemporaneously provide such report, document or information
                  to the Depositor, the Trustee, any Underwriter, any Rating
                  Agency or Certificateholders or Certificate Owners.

      6.    Investor agrees to indemnify and hold harmless the Master Servicers,
            the Trustee, the Trust and the Depositor from any damage, loss, cost
            or liability (including legal fees and expenses and the cost of
            enforcing this indemnity) arising out of or resulting from any
            unauthorized use or disclosure of the Information by Investor or any
            of its Representatives. Investor also acknowledges and agrees that
            money damages would be both incalculable and an insufficient remedy
            for any breach of the terms of this letter by Investor or any of its
            Representatives and that the Master Servicers, the Trustee or the
            Trust may seek equitable relief, including injunction and specific
            performance, as a remedy for any such breach. Such remedies are not
            the exclusive remedies for a breach of this letter but are in
            addition to all other remedies available at law or equity.

      Capitalized terms used in this letter but not defined have the respective
meanings given to them in the Pooling and Servicing Agreement.

      IN WITNESS WHEREOF, Investor has caused its name to be signed hereto by
its duly authorized officer, as of the day and year written above.

                                    [PROSPECTIVE PURCHASER]

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________
                                    Telephone No.: _____________________________

<PAGE>

                                   SCHEDULE I

                             [INFORMATION REQUESTED]

<PAGE>

                                    EXHIBIT T

                   CLASS A-AB TARGETED PRINCIPAL BALANCE TABLE

 Distribution Date        Balance           Distribution Date      Balance
------------------- -------------------- ------------------- -----------------
April 2006            $155,000,000.00       December 2010     $155,000,000.00
May 2006              $155,000,000.00       January 2011      $155,000,000.00
June 2006             $155,000,000.00       February 2011     $154,496,453.02
July 2006             $155,000,000.00       March 2011        $151,059,000.00
August 2006           $155,000,000.00       April 2011        $148,545,000.00
September 2006        $155,000,000.00       May 2011          $145,706,000.00
October 2006          $155,000,000.00       June 2011         $143,166,000.00
November 2006         $155,000,000.00       July 2011         $140,301,000.00
December 2006         $155,000,000.00       August 2011       $137,734,000.00
January 2007          $155,000,000.00       September 2011    $132,607,000.00
February 2007         $155,000,000.00       October 2011      $127,935,000.00
March 2007            $155,000,000.00       November 2011     $125,340,000.00
April 2007            $155,000,000.00       December 2011     $122,422,000.00
May 2007              $155,000,000.00       January 2012      $119,825,000.00
June 2007             $155,000,000.00       February 2012     $117,215,000.00
July 2007             $155,000,000.00       March 2012        $113,975,000.00
August 2007           $155,000,000.00       April 2012        $111,336,000.00
September 2007        $155,000,000.00       May 2012          $108,377,000.00
October 2007          $155,000,000.00       June 2012         $105,710,000.00
November 2007         $155,000,000.00       July 2012         $102,724,000.00
December 2007         $155,000,000.00       August 2012       $100,030,000.00
January 2008          $155,000,000.00       September 2012     $97,322,000.00
February 2008         $155,000,000.00       October 2012       $94,296,000.00
March 2008            $155,000,000.00       November 2012      $91,566,000.00
April 2008            $155,000,000.00       December 2012      $88,836,000.00
May 2008              $155,000,000.00       January 2013       $86,106,000.00
June 2008             $155,000,000.00       February 2013      $83,375,653.84
July 2008             $155,000,000.00       March 2013         $80,182,000.00
August 2008           $155,000,000.00       April 2013         $77,699,000.00
September 2008        $155,000,000.00       May 2013           $74,964,000.00
October 2008          $155,000,000.00       June 2013          $72,456,000.00
November 2008         $155,000,000.00       July 2013          $69,696,000.00
December 2008         $155,000,000.00       August 2013        $67,163,000.00
January 2009          $155,000,000.00       September 2013     $64,617,000.00
February 2009         $155,000,000.00       October 2013       $61,820,000.00
March 2009            $155,000,000.00       November 2013      $59,249,000.00
April 2009            $155,000,000.00       December 2013      $56,426,000.00
May 2009              $155,000,000.00       January 2014       $53,829,000.00
June 2009             $155,000,000.00       February 2014      $51,219,000.00
July 2009             $155,000,000.00       March 2014         $47,884,000.00
August 2009           $155,000,000.00       April 2014         $45,245,000.00
September 2009        $155,000,000.00       May 2014           $42,357,000.00
October 2009          $155,000,000.00       June 2014          $39,691,000.00
November 2009         $155,000,000.00       July 2014          $36,777,000.00
December 2009         $155,000,000.00       August 2014        $34,084,000.00
January 2010          $155,000,000.00       September 2014     $31,379,000.00
February 2010         $155,000,000.00       October 2014       $28,425,000.00
March 2010            $155,000,000.00       November 2014      $25,692,000.00
April 2010            $155,000,000.00       December 2014      $22,712,000.00
May 2010              $155,000,000.00       January 2015       $19,951,000.00
June 2010             $155,000,000.00       February 2015      $15,894,000.00
July 2010             $155,000,000.00       March 2015          $9,641,000.00
August 2010           $155,000,000.00       April 2015          $6,844,000.00
September 2010        $155,000,000.00       May 2015            $3,804,000.00
October 2010          $155,000,000.00       June 2015                     -
November 2010         $155,000,000.00