EXHIBIT 4.3

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              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                   (Depositor)

                                       and

                      GMAC COMMERCIAL MORTGAGE CORPORATION
                                    (Seller)

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

                        MORTGAGE LOAN PURCHASE AGREEMENT

                            Dated as of March 1, 2006

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

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                                TABLE OF CONTENTS

                                                                        Page

Section 1.  Transactions on or Prior to the Closing Date....................
Section 2.  Closing Date Actions............................................
Section 3.  Conveyance of Mortgage Loans....................................
Section 4.  Depositor's Conditions to Closing...............................
Section 5.  Seller's Conditions to Closing..................................
Section 6.  Representations and Warranties of Seller........................
Section 7.  Obligations of Seller...........................................
Section 8.  Crossed Mortgage Loans..........................................
Section 9.  Rating Agency Fees; Costs and Expenses Associated with a
            Defeasance......................................................
Section 10. Representations and Warranties of Depositor.....................
Section 11. Survival of Certain Representations, Warranties and Covenants...
Section 12. Transaction Expenses............................................
Section 13. Recording Costs and Expenses....................................
Section 14. Notices.........................................................
Section 15. Notice of Exchange Act Reportable Events........................
Section 16. Examination of Mortgage Files...................................
Section 17. Successors......................................................
Section 18. Governing Law...................................................
Section 19. Severability....................................................
Section 20. Further Assurances..............................................
Section 21. Counterparts....................................................
Section 22. Treatment as Security Agreement.................................
Section 23. Recordation of Agreement........................................



Schedule I        Schedule of Transaction Terms
Schedule II       Mortgage Loan Schedule for GMACCM Loans
Schedule III      Mortgage Loans Constituting Mortgage Groups
Schedule IV       Mortgage Loans with Lost Mortgage Notes
Schedule V        Exceptions with Respect to Seller's Representations and
                  Warranties

Exhibit A         Representations and Warranties of Seller Regarding the
                  Mortgage Loans
Exhibit B         Form of Lost Mortgage Note Affidavit

<PAGE>

                        MORTGAGE LOAN PURCHASE AGREEMENT

            This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of March 1, 2006, is made by and between GMAC COMMERCIAL MORTGAGE CORPORATION, a
California corporation ("Seller"), and CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP., a Delaware corporation ("Depositor").

                                    RECITALS

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

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

                                    AGREEMENT

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

            Section 1. Transactions on or Prior to the Closing Date. On or prior
to the Closing Date, Seller shall have delivered the Mortgage Files with respect
to each of the Mortgage Loans listed in the Mortgage Loan Schedule to Wells
Fargo Bank, N.A. as trustee (the "Trustee") or its designee, against receipt by
Seller of a trust receipt, pursuant to an arrangement between Seller and the
Trustee; provided, however, that item (p) in the definition of Mortgage File
(below) shall be delivered to the applicable Master Servicer for inclusion in
the Servicer File (defined below) with a copy delivered to the Trustee for
inclusion in the Mortgage File.

            Section 2. Closing Date Actions. The sale of the Mortgage Loans
shall take place on the Closing Date, subject to and simultaneously with the
deposit of the Mortgage Loans into the Trust Fund, the issuance of the
Certificates and the sale of (a) the Publicly Offered Certificates by Depositor
to the Underwriters pursuant to the Underwriting Agreement and (b) the Private
Certificates by Depositor to the Initial Purchaser pursuant to the Certificate
Purchase Agreement. The closing (the "Closing") shall take place at the offices
of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, New
York 10281, or such other location as agreed upon between the parties hereto. On
the Closing Date, the following actions shall take place in sequential order on
the terms set forth herein:

            (i) Seller shall sell to Depositor, and Depositor shall purchase
      from Seller, the Mortgage Loans pursuant to this Agreement for the
      Mortgage Loan Purchase Price (as defined herein). The Mortgage Loan
      Purchase Price shall be paid by Depositor to Seller or at its direction by
      wire transfer in immediately available funds to an account designated by
      Seller on or prior to the Closing Date (or, by such other method as shall
      be mutually acceptable to Depositor and Seller). The "Mortgage Loan
      Purchase Price" paid by Depositor shall be equal to the amount that the
      Depositor and the Seller have mutually agreed upon as the Seller's share
      of the net securitization proceeds from the sale of the Publicly Offered
      Certificates and the Private Certificates as set forth in the Closing
      Statement (which amount includes, without limitation, accrued interest).

            (ii) Pursuant to the terms of the Pooling and Servicing Agreement,
      Depositor shall sell all of its right, title and interest in and to the
      Mortgage Loans to the Trustee for the benefit of the Holders of the
      Certificates.

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

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

            Section 3. Conveyance of Mortgage Loans. On the Closing Date, Seller
shall sell, convey, assign and transfer, subject to any related servicing rights
of any applicable Master Servicer under, and/or any applicable Primary Servicer
contemplated by, the Pooling and Servicing Agreement, without recourse except as
provided herein, to Depositor, free and clear of any liens, claims or other
encumbrances, all of Seller's right, title and interest in, to and under: (i)
each of the Mortgage Loans identified on the Mortgage Loan Schedule and (ii) all
property of Seller described in Section 21(b) of this Agreement, including,
without limitation, (A) all scheduled payments of interest and principal due on
or with respect to the Mortgage Loans after the Cut-off Date and (B) all other
payments of interest, principal or yield maintenance charges received on or with
respect to the Mortgage Loans after the Cut-off Date, other than any such
payments of interest or principal or yield maintenance charges that were due on
or prior to the Cut-off Date. The Mortgage File for each Mortgage Loan shall
contain the following documents on a collective basis:

            (a) the original Note (or with respect to those Mortgage Loans
listed in Schedule IV hereto, a "lost note affidavit" substantially in the form
of Exhibit B hereto and a true and complete copy of the Note), bearing, or
accompanied by, all prior and intervening endorsements, assignments or allonges
showing a complete chain of endorsement or assignment from the Mortgage Loan
Originator either in blank or to Seller, and further endorsed (at the direction
of Depositor given pursuant to this Agreement) by Seller, on its face or by
allonge attached thereto, without recourse, either in blank or to the order of
the Trustee in the following form: "Pay to the order of Wells Fargo Bank, N.A.,
as trustee for the registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2006-C1,
without recourse, representation or warranty, express or implied";

            (b) 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 or copies of
certified copies from the applicable recording office) of any intervening
assignments thereof from the Mortgage Loan Originator to Seller, in each case in
the form submitted for recording or, if recorded, with evidence of recording
indicated thereon;

            (c) an original assignment of the Mortgage, in recordable form
(except for any missing recording information and, if applicable, completion of
the name of the assignee), from Seller (or the Mortgage Loan Originator) either
in blank or to "Wells Fargo Bank, N.A., as trustee for the registered Holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2006-C1";

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

            (e) an original assignment of any related Assignment of Leases (if
such item is a document separate from the Mortgage and to the extent not already
assigned pursuant to clause (c) above), in recordable form (except for any
missing recording information and, if applicable, completion of the name of the
assignee), from Seller (or the Mortgage Loan Originator), either in blank or to
"Wells Fargo Bank, N.A., as trustee for the registered Holders of Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2006-C1";

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

            (g) an original assignment of any related Security Agreement (if
such item is a document separate from the Mortgage and to the extent not already
assigned pursuant to clause (c) above), from Seller (or the Mortgage Loan
Originator) either in blank or to "Wells Fargo Bank, N.A., as trustee for the
registered Holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2006-C1," which assignment
may be included as part of an omnibus assignment covering other documents
relating to the Mortgage Loan (provided that such omnibus assignment is
effective under applicable law);

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

            (i) 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
Mortgage Loan;

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

            (k) 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 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 Mortgage Loan Originator (and each
assignee of record prior to the Trustee) in and to the personalty of the
Borrower at the Mortgaged Property, and original UCC Financing Statement
assignments, in a form suitable for filing or recording, sufficient to assign
each such UCC Financing Statement to the Trustee;

            (l) 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;

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

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

            (o) 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);

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

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

            (r) the original or a copy 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;

            (s) Reserved;

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

            (u) a checklist of the documents included in the subject Mortgage
File;

            (v) if applicable, the original or a counterpart of any post-closing
agreement relating to any modification, waiver or amendment of any term of any
Mortgage Loan (including fees charged the Borrower) required to be added to the
Mortgage File pursuant to Section 3.20(l) of the Pooling and Servicing
Agreement.

            Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan, Seller cannot deliver, or cause to be delivered, an original,
counterpart or certified copy, as applicable, of any of the documents and/or
instruments required to be delivered pursuant to clauses (b), (d), (h), (k)
(other than assignments of UCC Financing Statements to be recorded or filed in
accordance with the transfer contemplated by this Agreement), (1) and (n) (other
than assignments of UCC Financing Statements to be recorded or filed in
accordance with the transfer contemplated by this Agreement) above and with
evidence of recording or filing thereon on the Closing Date, solely because of a
delay caused by the public recording or filing office where such document or
instrument has been delivered for recordation or filing, then the Seller: (i)
shall deliver, or cause to be delivered, to the Trustee or its designee a
duplicate original or true copy of such document or instrument certified by the
applicable public recording or filing office, the applicable title insurance
company or Seller to be a true and complete duplicate original or copy of the
original thereof submitted for recording or filing; and (ii) shall deliver, or
cause to be delivered, to the Trustee or its designee either the original of
such non-delivered document or instrument, or a photocopy thereof (certified by
the appropriate public recording or filing office to be a true and complete copy
of the original thereof submitted for recording or filing), with evidence of
recording or filing thereon (with a copy to the applicable Master Servicer),
within 120 days of the Closing Date, which period may be extended up to two
times, in each case for an additional period of 45 days (provided that Seller,
as certified in writing to the Trustee prior to each such 45-day extension, is
in good faith attempting to obtain from the appropriate county recorder's office
such original or photocopy). Compliance with this paragraph will satisfy
Seller's delivery requirements under this Section 3 with respect to the subject
document(s) and instrument(s).

            Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan, Seller cannot deliver, or cause to be delivered, an original,
counterpart or certified copy, as applicable, of any of the documents and/or
instruments required to be delivered pursuant to clauses (b), (d), (h), (k)
(other than assignments of UCC Financing Statements to be recorded or filed in
accordance with the transfer contemplated by this Agreement), (1) and (n) (other
than assignments of UCC Financing Statements to be recorded or filed in
accordance with the transfer contemplated by this Agreement) above with evidence
of recording or filing thereon for any other reason, including without
limitation, that such non-delivered document or instrument has been lost, the
delivery requirements of this Agreement shall be deemed to have been satisfied
and such non-delivered document or instrument shall be deemed to have been
included in the related Mortgage File if a photocopy of such non-delivered
document or instrument (with evidence of recording or filing thereon and
certified by the appropriate recording or filing office to be a true and
complete copy of the original thereof as filed or recorded) is delivered to the
Trustee (with a copy to the applicable Master Servicer) on or before the Closing
Date.

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

            Notwithstanding the foregoing, Seller may, at its sole cost and
expense, but is not obligated to, engage a third-party contractor to prepare or
complete in proper form for filing or recording any and all assignments of
Mortgage, assignments of Assignments of Leases and assignments of UCC Financing
Statements to the Trustee to be delivered pursuant to clauses (c), (e), (k), and
(n) above (collectively, the "Assignments"), to submit those Assignments for
filing and recording, as the case may be, in the applicable public filing and
recording offices and to deliver those Assignments to the Trustee (with a copy
to the applicable Master Servicer) or its designee as those Assignments (or
certified copies thereof) are received from the applicable filing and recording
offices with evidence of such filing or recording indicated thereon. However, in
the event Seller engages a third-party contractor as contemplated in the
immediately preceding sentence, the rights, duties and obligations of Seller
pursuant to this Agreement remain binding on Seller; and, if Seller does not
engage a third party as contemplated by the immediately preceding sentence, then
Seller will still be liable for recording and filing fees and expenses of the
Assignments as and to the extent contemplated by Section 13 hereof.

            Within ten (10) Business Days after the Closing Date, Seller shall
deliver the Servicer Files with respect to each of the Mortgage Loans to the
applicable Master Servicer (or, if applicable, to a Sub-Servicer (with a copy to
the applicable Master Servicer) at the direction of the applicable Master
Servicer), under the Pooling and Servicing Agreement on behalf of the Trustee in
trust for the benefit of the Certificateholders. Each such Servicer File shall
contain all documents and records in Seller's possession relating to such
applicable Mortgage Loans (including reserve and escrow agreements, cash
management agreements, lockbox agreements, rent rolls, leases, environmental and
engineering reports, third-party underwriting reports, appraisals, surveys,
legal opinions, estoppels, financial statements, operating statements and any
other information provided by the respective Borrower from time to time, but
excluding any draft documents, attorney/client communications, which are
privileged or constitute legal or other due diligence analyses, and documents
prepared by Seller or any of its Affiliates solely for internal communication,
credit underwriting or due diligence analyses (other than the underwriting
information contained in the related underwriting memorandum or asset summary
report prepared by the Seller in connection with the preparation of Exhibit A-1
to the Prospectus Supplement)) that are not required to be a part of a Mortgage
File in accordance with the definition thereof, together with copies of all
instruments and documents which are required to be a part of the related
Mortgage File in accordance with the definition thereof.

            In addition, with respect to each Mortgage Loan as to which any
Additional Collateral is in the form of a letter of credit as of the Closing
Date, the Seller (within 30 days after the Closing Date) shall cause to be
prepared, executed and delivered to the issuer of each such letter of credit
such notices, assignments and acknowledgements as are required under such letter
of credit to assign, without recourse, to, and vest in, the Trustee (in care of
the applicable Master Servicer) (whether by actual assignment or by amendment of
the letter of credit) the Seller's rights as the beneficiary thereof and drawing
party thereunder. The designated beneficiary under each letter of credit
referred to in the preceding sentence shall be the Trustee (in care of the
applicable Master Servicer).

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

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

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

            Upon the sale of the Mortgage Loans from Seller to Depositor
pursuant hereto, the ownership of each Note, the related Mortgage Loan and the
contents of the related Mortgage File shall be vested in Depositor and the
ownership of all records and documents with respect to the related Mortgage Loan
prepared by or which come into the possession of Seller as seller of the
Mortgage Loans hereunder, exclusive in each case of records and documents that
are not required to be delivered hereunder by Seller, shall immediately vest in
Depositor. All Monthly Payments, Principal Prepayments and other amounts
received by Seller and not otherwise belonging to Seller pursuant to this
Agreement shall be sent by Seller within three (3) Business Days after Seller's
receipt thereof to the applicable Master Servicer via wire transfer for deposit
by the applicable Master Servicer into the Collection Account.

            Upon the sale of Certificates representing at least 10% of the fair
value of all the Certificates to unaffiliated third parties, Seller shall, under
generally accepted accounting principles ("GAAP"), report its transfer of the
Mortgage Loans to Depositor, as provided herein, as a sale of the Mortgage Loans
to Depositor in exchange for the consideration specified in Section 2 hereof. In
connection with the foregoing, upon sale of Certificates representing at least
10% of the fair value of all the Certificates to unaffiliated third parties,
Seller shall cause all of its financial and accounting records to reflect such
transfer as a sale (as opposed to a secured loan). Regardless of its treatment
of the transfer of the Mortgage Loans to the Depositor under GAAP, Seller shall
at all times following the Closing Date cause all of its records and financial
statements and any relevant consolidated financial statements of any direct or
indirect parent to clearly reflect that the Mortgage Loans have been transferred
to Depositor and are no longer available to satisfy claims of Seller's
creditors.

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

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

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

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

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

            (ii) the Mortgage Loan Schedule;

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

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

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

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

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

            (d) Seller shall have delivered to the Trustee, on or before the
Closing Date, five (5) limited powers of attorney in favor of the Trustee and
Special Servicer empowering the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to record, at the expense of
Seller, any Mortgage Loan Documents required to be recorded and any intervening
assignments with evidence of recording thereon that are required to be included
in the Mortgage Files. Seller shall reasonably cooperate with the Trustee or the
applicable Special Servicer after the Closing Date, the Seller shall deliver to
the Trustee or the applicable Special Servicer, as applicable, the powers of
attorney described in the prior sentence in form and substance reasonably
acceptable to the requesting party.

            (e) The Seller shall have paid or caused to be paid upfront all the
annual fees of each Rating Agency allocable to the Mortgage Loans.

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

            (a) Each of the obligations of Depositor required to be performed by
it on or prior to the Closing Date pursuant to the terms of this Agreement,
including, without limitation, payment of the Mortgage Loan Purchase Price,
shall have been duly performed and complied with in all material respects; and
all of the representations and warranties of Depositor under this Agreement
shall be true and correct in all material respects as of the Closing Date; and
no event shall have occurred with respect to Depositor which, with notice or the
passage of time, would constitute a material default under this Agreement, and
Seller shall have received certificates to that effect signed by authorized
officers of Depositor.

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

            (i) an officer's certificate of Depositor, dated as of the Closing
      Date, with the resolutions of Depositor authorizing the transactions set
      forth therein, together with copies of the charter, by-laws and
      certificate of good standing dated as of a recent date of Depositor; and

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

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

            Section 6. Representations and Warranties of Seller.

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

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

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

            (iii) Neither the execution, delivery and performance of this
      Agreement, nor the fulfillment of or compliance with the terms and
      conditions of this Agreement by Seller, will (A) conflict with or result
      in a breach of any of the terms, conditions or provisions of Seller's
      articles or certificate of incorporation and bylaws or similar type
      organizational documents, as applicable; (B) conflict with, result in a
      breach of, or constitute a default or result in an acceleration under, any
      agreement or instrument to which Seller is now a party or by which it (or
      any of its properties) is bound if compliance therewith is necessary (1)
      to ensure the enforceability of this Agreement or (2) for Seller to
      perform its duties and obligations under this Agreement (or any agreement
      or document executed and delivered by Seller in connection herewith); (C)
      conflict with or result in a breach of any legal restriction if compliance
      therewith is necessary (1) to ensure the enforceability of this Agreement
      or (2) for Seller to perform its duties and obligations under this
      Agreement (or any agreement or document executed and delivered by Seller
      in connection herewith); (D) result in the violation of any law, rule,
      regulation, order, judgment or decree to which Seller or its property is
      subject if compliance therewith is necessary (1) to ensure the
      enforceability of this Agreement or (2) for Seller to perform its duties
      and obligations under this Agreement (or any agreement or document
      executed and delivered by Seller in connection herewith); or (E) result in
      the creation or imposition of any lien, charge or encumbrance that would
      have a material adverse effect upon Seller's ability to perform its duties
      and obligations under this Agreement (or any agreement or document
      executed and delivered by Seller in connection herewith), or materially
      impair the ability of Depositor to realize on the Mortgage Loans owned by
      Seller.

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

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

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

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

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

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

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

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

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

            (xiii) As of the Time of Sale (as defined in the GMACCM
      Indemnification Agreement) the information set forth in any Disclosure
      Information (as defined in the GMAC Commercial Mortgage Corporation
      Indemnification Agreement), as last forwarded to each prospective investor
      at or prior to the Time of Sale (as defined in the GMACCM Indemnification
      Agreement), (A) does not contain any untrue statement of a material fact
      or omit to state any material fact necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading and (B) satisfies the requirements of Items 1104, 1111 (but
      excluding Items 1111(a)(6), 1111(b)(14) and 1111(e)), 1117 and 1119 of
      Regulation AB (as defined in the GMACCM Indemnification Agreement); but
      only to the extent that (X) such information relates to the Mortgage Loans
      and is contained in the Master Tape (as defined in the GMACCM
      Indemnification Agreement) or, to the extent consistent therewith, the
      Diskette (as defined in the GMACCM Indemnification Agreement) or (Y) such
      information regarding the Seller or the Mortgage Loans was contained in
      the Confidential Offering Circular or the Prospectus Supplement under the
      headings "Summary of Prospectus Supplement--Relevant Parties/Entities,"
      "--Sponsors," "--Originators," "--The Underlying Mortgage Loans,"
      "--Source of the Underlying Mortgage Loans," "Risk Factors," "Description
      of the Sponsors" "Description of the Underlying Mortgage Loans" and
      "--Significant Mortgage Loans" and such information does not represent an
      incorrect restatement or an incorrect aggregation of correct information
      regarding the Mortgage Loans contained in the Loan Detail, provided that,
      the Seller makes no representation or warranty to the extent that any such
      untrue statement or omission or alleged untrue statement or omission was
      made as a result of an error in the manipulation of, or an error in any
      calculations based upon, or an error in any aggregation (other than an
      aggregation made in the Master Tape by the Seller) of, the numerical,
      financial and/or statistical information regarding the Mortgage Loan
      Seller Information (as defined in the GMACCM Indemnification Agreement).

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

            Section 7. Obligations of Seller. Each of the representations and
warranties contained in or required to be made by Seller pursuant to Section 6
of this Agreement shall survive the sale of the Mortgage Loans and shall
continue in full force and effect, notwithstanding any restrictive or qualified
endorsement on the Notes and notwithstanding subsequent termination of this
Agreement or the Pooling and Servicing Agreement. The representations and
warranties contained in or required to be made by Seller pursuant to Section 6
of this Agreement shall not be impaired by any review or examination of the
Mortgage Files or other documents evidencing or relating to the Mortgage Loans
or any failure on the part of Depositor to review or examine such documents and
shall inure to the benefit of the initial transferee of the Mortgage Loans from
Depositor including, without limitation, the Trustee for the benefit of the
Holders of the Certificates, notwithstanding (1) any restrictive or qualified
endorsement on any Note, assignment of Mortgage or reassignment of Assignment of
Leases or (2) any termination of this Agreement prior to the Closing, but shall
not inure to the benefit of any subsequent transferee thereafter.

            If Seller receives notice of a breach of any of the representations
or warranties made by Seller with respect to the Mortgage Loans, as of the date
hereof in Section 6(a)(xii) or as of the Closing Date pursuant to Section
4(b)(iii) (in either case, subject to the exceptions to such representations and
warranties set forth in Schedule V) or with respect to any Replacement Mortgage
Loan, as of the date of substitution pursuant to Section 6(b) (in any such case,
a "Breach"), or receives notice that (a) any document required to be included in
the Mortgage File related to any Mortgage Loan is not in the Trustee's (or its
designee's) possession within the time period required herein or (b) such
document has not been properly executed or is otherwise defective on its face
(clause (a) and clause (b) each, a "Defect" (which term shall include the
"Defects" detailed in the immediately following paragraph) in the related
Mortgage File), and if such Breach or Defect, as the case may be, materially and
adversely affects or is deemed hereby to materially and adversely affect, the
value of the related Mortgage Loan or any successor REO Loan or the interests of
any class of Certificateholders (any Breach or Defect that materially and
adversely affects the value of the related Mortgage Loan or the interests of any
class of Certificateholders, a "Material Breach" or a "Material Defect",
respectively), then the Seller shall, upon written request of Depositor, the
Trustee, the applicable Master Servicer or the applicable Special Servicer, not
later than 90 days after the receipt by Seller of such written request (subject
to the second succeeding paragraph, the "Initial Resolution Period"): (i) cure
such Material Breach or Material Defect, as the case may be, in all material
respects; (ii) repurchase the affected Mortgage Loan at the applicable Purchase
Price (as defined in the Pooling and Servicing Agreement); or (iii) substitute,
in accordance with the Pooling and Servicing Agreement, one or more Qualified
Substitute Mortgage Loans (as defined in the Pooling and Servicing Agreement)
for such affected Mortgage Loan (provided that in no event shall any
substitution occur later than the second anniversary of the Closing Date) and
pay the applicable Master Servicer for deposit into the applicable Collection
Account any Substitution Shortfall Amount (as defined in the Pooling and
Servicing Agreement) in connection therewith; provided, however, that if (i)
such Material Breach or Material Defect is capable of being cured but not within
the Initial Resolution Period, (ii) such Material Breach or Material Defect does
not cause the related Mortgage Loan not to be a "qualified mortgage" (within the
meaning of Section 860G(a)(3) of the Code), (iii) Seller has commenced and is
diligently proceeding with the cure of such Material Breach or Material Defect
within the Initial Resolution Period and (iv) Seller has delivered to the Rating
Agencies, the applicable Master Servicer, the applicable Special Servicer and
the Trustee an Officer's Certificate that describes the reasons that the cure
was not effected within the Initial Resolution Period and the actions that it
proposes to take to effect the cure and that states that it anticipates the cure
will be effected within the additional 90-day period, then Seller shall have an
additional 90 days to cure such Material Defect or Material Breach. If any
Breach pertains to representation 39 set forth on Exhibit A hereto, that the
related Mortgage Loan Documents require the related Borrower to bear the
reasonable costs and expenses associated with defeasance or assumption of the
Mortgage Loan, then Seller shall cure such Breach within the Initial Resolution
Period by reimbursing the Trust Fund (by wire transfer of immediately available
funds) the reasonable amount of any such costs and expenses incurred by the
applicable Master Servicer, the applicable Special Servicer, the Trustee or the
Trust Fund that are the basis of such Breach and have not been reimbursed by the
related Borrower; provided, however, that in the event any such costs and
expenses exceed $10,000, Seller shall have the option to either repurchase the
related Mortgage Loan at the applicable Purchase Price, replace such Mortgage
Loan and pay any applicable Substitution Shortfall Amount or pay such costs and
expenses. Except as provided in the proviso to the immediately preceding
sentence, Seller shall remit the amount of such costs and expenses and upon its
making such remittance, Seller shall be deemed to have cured such Breach in all
respects. 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 Seller shall not be obligated to
repurchase, substitute or otherwise cure such Breach under any circumstances.
With respect to any repurchase of a Mortgage Loan hereunder or any substitution
of one or more Qualified Substitute Mortgage Loans for a Mortgage Loan
hereunder, (A) no such substitution may be made in any calendar month after the
Determination Date for such month; (B) scheduled payments of principal and
interest due with respect to the Qualified Substitute Mortgage Loan(s) after the
month of substitution, and scheduled payments of principal and interest due with
respect to each Mortgage Loan being repurchased or replaced after the related
Cut-off Date and received by the applicable Master Servicer or the applicable
Special Servicer on behalf of the Trust on or prior to the related date of
repurchase or substitution, shall be part of the Trust Fund; and (C) scheduled
payments of principal and interest due with respect to each such Qualified
Substitute Mortgage Loan on or prior to the Due Date in the month of
substitution, and scheduled payments of principal and interest due with respect
to each Mortgage Loan being repurchased or replaced and received by the
applicable Master Servicer or the applicable Special Servicer on behalf of the
Trust after the related date of repurchase or substitution, shall not be part of
the Trust Fund, and Seller (or, if applicable, any person effecting the related
repurchase or substitution in the place of Seller) shall be entitled to receive
such payments promptly following receipt by the applicable Master Servicer or
the applicable Special Servicer, as applicable, under the Pooling and Servicing
Agreement.

            Any of the following will cause a document in the Mortgage File to
be deemed to have a "Material Defect": (a) the absence from the Mortgage File of
the original signed Note, unless the Mortgage File contains a signed lost note
affidavit and indemnity; (b) the absence from the Mortgage File of the original
signed Mortgage, unless there is included in the Mortgage File a certified copy
of the Mortgage as recorded or as sent for recordation, together with a
certificate stating that the original signed Mortgage was sent for recordation,
or a copy of the Mortgage and the related recording information; (c) the absence
from the Mortgage File of the item called for by clause (i) of the definition of
Mortgage File in Section 3; (d) the absence from the Mortgage File of any
intervening assignments required to create an effective assignment to the
Trustee on behalf of the Trust, unless there is included in the Mortgage File a
certified copy of the intervening assignment as recorded or as sent for
recordation, together with a certificate stating that the original intervening
assignment was sent for recordation, or a copy of the intervening assignment and
the related recording information; or (e) the absence from the Mortgage File of
any required original letter of credit (unless such original has been delivered
to the applicable Master Servicer and copy thereof is part of the Mortgage
File), provided that such Defect may be cured by any substitute letter of credit
or cash reserve on behalf of the related Borrower; or (f) the absence from the
Mortgage File of the original or a copy of any required ground lease.
Notwithstanding anything herein to the contrary, the failure to include a
document checklist in a Mortgage File shall in no event constitute a Material
Defect.

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

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

            Notwithstanding the foregoing, if there is a Material Breach or
Material Defect with respect to one or more Mortgaged Properties (but not all of
the Mortgaged Properties) with respect to a Mortgage Loan, Seller will not be
obligated to repurchase or substitute for the entire Mortgage Loan if the
affected Mortgaged Property may, pursuant to the partial release provisions in
the related Mortgage Loan Documents, be released and the Mortgaged Property
remaining after such release satisfies the requirements, if any, set forth in
the Mortgage Loan Documents and (i) Seller provides an opinion of counsel to the
effect that such partial release would not cause an Adverse REMIC Event (as
defined in the Pooling and Servicing Agreement) to occur, (ii) Seller pays (or
causes to be paid) the applicable release price required under the Mortgage Loan
Documents and, to the extent not reimbursable out of the release price pursuant
to the related Mortgage Loan Documents, any additional amounts necessary to
cover all reasonable out-of-pocket expenses reasonably incurred by the
applicable Master Servicer, the applicable Special Servicer, the Trustee or the
Trust Fund in connection therewith, including any unreimbursed advances and
interest thereon made with respect to the Mortgaged Property that is being
released and (iii) such cure by release of such Mortgaged Property is effected
within the time periods specified for cure of a Material Breach or Material
Defect in this Section 7.

            The Purchase Price or Substitution Shortfall Amount for any
repurchased or substituted Mortgage Loan shall be payable to Depositor or,
subsequent to the assignment of the Mortgage Loans to the Trustee, the Trustee
as its assignee, by wire transfer of immediately available funds to the account
designated by Depositor or the Trustee, as the case may be, and Depositor or the
Trustee, as the case may be, upon receipt of such funds (and, in the case of a
substitution, the Mortgage File(s) for the related Qualified Substitute Mortgage
Loans(s)), shall promptly release the related Mortgage File and Servicer File
(and all other documents pertaining to such Mortgage Loan possessed by the
Depositor or the Trustee, as applicable, or on its behalf, but excluding any
draft documents, attorney/client privileged communications and documents
prepared by the Depositor or the Trustee (or by the Master Servicer or the
Special Servicer on behalf of the Trust), as applicable, or any of its
Affiliates solely for internal communication) or cause them to be released, to
Seller and shall execute and deliver such instruments of transfer, endorsement
or assignment as shall be necessary to vest in Seller the legal and beneficial
ownership of such Mortgage Loan (including any property acquired in respect
thereof or proceeds of any insurance policy with respect thereto) and the
related Mortgage Loan Documents and shall deliver to Seller any escrow payments
and reserve funds held by it, or on its behalf, with respect to such repurchased
or replaced Mortgage Loan.

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

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

            Section 9. Rating Agency Fees; Costs and Expenses Associated with a
Defeasance. The Seller shall pay all Rating Agency fees associated with an
assumption of a Mortgage Loan to the extent such fees have not been paid by the
related Borrower and such Borrower is not required to pay them under the terms
of the related Mortgage Loan Documents in effect on or before the Closing Date,
the payment of which fees shall constitute the sole remedy of any breach by a
Seller of representation (39) set forth on Exhibit A hereto unless the Seller
elects to repurchase or substitute for such Mortgage Loan in accordance with the
second paragraph of Section 7. The Seller shall pay all reasonable costs and
expenses associated with a defeasance of a Mortgage Loan to the extent such
costs and expenses have not been paid by the related Borrower and such Borrower
is not required to pay them under the terms of the related Mortgage Loan
Documents in effect on or before the Closing Date, the payment of which fees
shall constitute the sole remedy of any breach by a Seller of representation
(39) set forth on Exhibit A hereto unless the Seller elects to repurchase or
substitute for such Mortgage Loan in accordance with the second paragraph of
Section 7.

            Section 10. Representations and Warranties of Depositor. Depositor
hereby represents and warrants to Seller as of the date hereof, as follows:

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

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

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

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

            Section 11. Survival of Certain Representations, Warranties and
Covenants. The respective representations and warranties set forth in or made
pursuant to this Agreement, and the respective obligations of the parties hereto
under Sections 7 and 13 of this Agreement, will remain in full force and effect,
regardless of any investigation or statement as to the result thereof made by or
on behalf of any party and will survive payment for the various transfers
referred to herein and delivery of the Certificates or termination of this
Agreement.

            Section 12. Transaction Expenses. In connection with the Closing
(and unless otherwise expressly provided herein, including, without limitation,
in Section 13 of this Agreement), Seller shall be responsible for the fees and
expenses of its own counsel, and Depositor and Seller agree to pay the other
transaction expenses incurred in connection with the transactions herein
contemplated as set forth in the Closing Statement (or, if not covered thereby,
shall be paid by the party incurring the subject expense).

            Section 13. Recording Costs and Expenses. Seller agrees to reimburse
the Trustee or its designee all recording and filing fees and expenses incurred
by the Trustee or its designee in connection with the recording or filing of the
Mortgage Loan Documents listed in Section 3 of this Agreement, including
Assignments. In the event Seller elects to engage a third-party contractor to
prepare, complete, file and record Assignments with respect to Mortgage Loans as
provided in Section 3 of this Agreement, Seller shall contract directly with
such contractor and shall be responsible for such contractor's compensation and
reimbursement of recording and filing fees and other reimbursable expenses
pursuant to their agreement.

            Section 14. Notices. All demands, notices and communications
hereunder shall be in writing and effective only upon receipt, and, (a) if sent
to Depositor, will be mailed, delivered or telecopied and confirmed to it at
Credit Suisse First Boston Mortgage Securities Corp., 11 Madison Avenue, 5th
Floor, New York, New York 10010, Attention: Edmund Taylor, Telecopy No.: (212)
743-4756 (with a copy to Casey McCutcheon, Esq., Legal & Compliance Department,
Telecopy No.: (917) 326-8433), or such other address or telecopy number as may
be designated by Depositor to Seller in writing, or (b) if sent to Seller, will
be mailed, delivered or telecopied and confirmed to it at GMAC Commercial
Mortgage Corporation, 200 Witmer Road, Horsham, Pennsylvania 19044, Attention:
David M. Lazarus, Telecopy No.: (215) 328-1775, or such other address or
telecopy number as may be designated by Seller to Depositor in writing.

            Section 15. Notice of Exchange Act Reportable Events. The Seller
hereby agrees to deliver to the Depositor and the Trustee the disclosure
required as to the Seller itself under Items 1117 and 1119 of Regulation AB and
Item 1.03 to Form 8-K. The Seller shall use commercially reasonable efforts to
deliver proposed disclosure language relating to any such event described under
Items 1117 and 1119 of Regulation AB and Item 1.03 to Form 8-K to the Trustee
and the Depositor within one (1) business day of become aware of such event
giving rise to such disclosure and in any event no later than two (2) business
days of the Seller becoming aware of such event. The obligation of the Seller to
provide the above referenced disclosure materials will terminate upon the filing
of the Form 15 with respect to the Trust Fund as to that fiscal year in
accordance with Section 11.10(a) of the Pooling and Servicing Agreement. The
Seller hereby acknowledges that the information to be provided by it pursuant to
this Section will be used in the preparation of reports meeting the reporting
requirements of the Trust under Section 13(a) and/or Section 15(d) of the
Securities Exchange Act of 1934, as amended.

            Section 16. Examination of Mortgage Files. Upon reasonable notice,
Seller, prior to the Closing Date, will make the Mortgage Files available to
Depositor or its agent for examination during normal business hours at Seller's
offices or such other location as shall otherwise be agreed upon by Depositor
and Seller. The fact that Depositor or its agent has conducted or has failed to
conduct any partial or complete examination of the Mortgage Files shall not
affect the rights of Depositor or the Trustee (for the benefit of the
Certificateholders) to demand cure, repurchase, or other relief as provided
herein.

            Section 17. Successors. This Agreement shall inure to the benefit of
and shall be binding upon Seller and Depositor and their respective successors
and, permitted assigns and nothing expressed in this Agreement is intended or
shall be construed to give any other Person any legal or equitable right, remedy
or claim under or in respect of this Agreement, or any provisions herein
contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such designated
Persons and for the benefit of no other Person; it being understood that the
rights of Depositor pursuant to this Agreement, subject to all limitations
herein contained, including those set forth in Section 7 of this Agreement, may
be assigned to the Trustee, for benefit of the Certificateholders, as may be
required to effect the purposes of the Pooling and Servicing Agreement and, upon
such assignment, the Trustee shall succeed to such rights of Depositor
hereunder; provided that the Trustee shall have no right to further assign such
rights to any other Person. No owner of a Certificate issued pursuant to the
Pooling and Servicing Agreement shall be deemed a successor or permitted assign
because of such ownership.

            Section 18. Governing Law. THIS AGREEMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT GIVING
EFFECT TO CHOICE OF LAW PRINCIPLES.

            Section 19. Severability. If any provision of this Agreement shall
be prohibited or invalid under applicable law, this Agreement shall be
ineffective only to such extent, without invalidating the remainder of this
Agreement.

            Section 20. Further Assurances. Depositor and Seller agree to
execute and deliver such instruments and take such actions as the other party
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement.

            Section 21. Counterparts. This Agreement may be executed in
counterparts (and by each of the parties hereto on different counterparts), each
of which when so executed and delivered will be an original, and all of which
together will be deemed to constitute but one and the same instrument.

            Section 22. Treatment as Security Agreement. It is the express
intent of the parties hereto that the conveyance of the Mortgage Loans by Seller
to Depositor as provided in this Agreement be, and be construed as, a sale of
the Mortgage Loans by Seller to Depositor. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans by
Seller to Depositor to secure a debt or other obligation of Seller. However, in
the event that, notwithstanding the intent of the parties, the Mortgage Loans
are held to be property of Seller or if for any reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans:

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

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

                  (i) all accounts, contract rights (including any guarantees),
      general intangibles, chattel paper, instruments, documents, money, deposit
      accounts, certificates of deposit, goods, letters of credit, advices of
      credit and investment property consisting of, arising from or relating to
      any of the property described in the Mortgage Loans, including the related
      Notes, Mortgages and title, hazard and other insurance policies,
      identified on the Mortgage Loan Schedule or that constitute Replacement
      Mortgage Loans, and all distributions with respect thereto payable after
      the Cut-off Date;

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

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

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

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

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

            Section 23. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation following the Closing
Date in all appropriate public offices for real property records in all the
counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by Seller at
Seller's expense at the direction of Depositor accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of Depositor.

                                    * * *

<PAGE>

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

                                       GMAC COMMERCIAL MORTGAGE CORPORATION.,
                                       as Seller

                                       By:____________________________________
                                          Name:
                                          Title:

                                       CREDIT SUISSE FIRST BOSTON MORTGAGE
                                       SECURITIES CORP.,
                                       as Depositor

                                       By:____________________________________
                                          Name:
                                          Title:

<PAGE>

                                                                      SCHEDULE I

                          SCHEDULE OF TRANSACTION TERMS

            This Schedule of Transaction Terms is appended to and incorporated
by reference in the Mortgage Loan Purchase Agreement (the "Agreement"), dated as
of March 1, 2006, between GMAC Commercial Mortgage Corporation (the "Seller")
and Credit Suisse First Boston Mortgage Securities Corp (the "Depositor").
Capitalized terms used herein without definition have the meanings given them in
or by reference in the Agreement or, if not defined in the Agreement, in the
Pooling and Servicing Agreement.

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

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

            "Borrower" means the borrower under a Mortgage Loan.

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

            "Certificate Purchase Agreement" means the Certificate Purchase
Agreement, dated March 7, 2006, between Depositor and the Initial Purchaser.

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

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

            "Closing Date" means March 22, 2006.

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

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

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

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

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

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

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

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

            "Initial Purchaser" means Credit Suisse Securities (USA) LLC.

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

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

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

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

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

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

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

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

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

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

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

            "Offering Circular" means the confidential offering circular dated
March 7, 2006, describing certain classes of the Private Certificates.

            "Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement creating the Trust Fund and the interests therein, dated as of March
1, 2006, among Depositor, the Master Servicers, the Special Servicers and the
Trustee, including, without limitation, the exhibits and schedules annexed
thereto.

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

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

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

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

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

            "Servicer File" means, collectively, all documents, records and
copies pertaining to a Mortgage Loan which are required to be included in the
related Servicer File pursuant to Section 3.

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

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

            "Underwriters" means Credit Suisse Securities (USA) LLC, GMAC
Commercial Holding Capital Markets Corp., McDonald Investments Inc. and Banc of
America Securities LLC.

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

<PAGE>

                                                                     SCHEDULE II

                             MORTGAGE LOAN SCHEDULE

                                 [see attached]

<PAGE>


<TABLE>
<CAPTION>
       Loan
       Group
#      #           Property Name                                 Address                                       City
---    -----       --------------------------------------        ----------------------------------------      ---------------
<S>    <C>         <C>                                           <C>                                           <C>
3      1           CWA Portfolio Pool B                          Various                                       Various
4      1           CWA Portfolio Pool A                          Various                                       Various
5      1           CWA Portfolio Pool C                          Various                                       Various
7      1           NEI Portfolio                                 Various                                       Various
8      1           Montgomery Park I                             2701 Northwest Vaughn Street                  Portland
10     1           Lane Portfolio                                Various                                       Various
12     1           Residence Inn by Marriott Capitol Hill        333 E Street SW                               Washington
14     1           Park Oaks Shopping Center                     1640-1790 Moorpark Road                       Thousand Oaks
16     1           Wells Headquarters                            6200 The Corners Parkway                      Norcross
17     1           Southgate I                                   475 South Street                              Morris Township
19     1           Corporate Gateway Center                      21660 & 21700 East Copley Drive               Diamond Bar
20     1           Creekside Business Park                       1900 South Sunset Street, 1921 Corporate      Longmont
                                                                 Center Circle & 1811 Pike Road
22     1           Walgreens Pool 6/ DCWI VI                     Various                                       Various
23     1           Walgreens Pool 5/ DCWI V                      Various                                       Various
25     1           Arrowhead Mall                                501 North Main Street                         Muskogee
28     1           Walgreens Pool 4/ DCWI IV                     Various                                       Various
39     1           Valley Parkway Health Center                  488 East Valley Parkway                       Escondido
41     1           The Times Building                            1000 North Ashley Drive                       Tampa
52     1           Staybridge Suites - Eatontown                 4 Industrial Way East                         Eatontown
53     1           The Commons at Concord Park                   300 East Sonterra Boulevard                   San Antonio
57     1           Metcalf 103 Center                            6876 West 105th Street                        Overland Park
63     1           Jupiter Service Center                        1009 Jupiter Road                             Plano
64     1           Carlisle Center                               235-281 South Spring Garden Street            Carlisle
69     2           Rancho Santa Fe                               10201 North 44th Drive                        Glendale
80     2           Azalea Ridge Apartments                       7480 Highway 161 North                        Walls
87     2           Treepoint and Meadows Apartments              4600 - 4711 South Virginia Street             Amarillo
98     2           501-515 First Street                          501-515 First Street                          Hoboken
103    1           250 88th Street                               250 West 88th Street                          New York
119    1           North Trident-HCA                             900 Island Park Drive                         Charleston
121    1           Stoney Batter Office Building                 5301 Limestone Road                           Wilmington
122    1           Winter Loeb Building                          105 Tallapoosa Street                         Montgomery
135    1           Cumberland Pointe Retail                      3155 Cobb Parkway                             Atlanta
149    1           Cochrane Road Self Storage                    411 Woodview Avenue                           Morgan Hill
151    1           River Shoals Village                          5658 Riverdale Road                           College Park
158    1           Mid America Business Park                     8120 Mid America Boulevard                    Oklahoma City
177    1           Village in Trussville Shopping Center         305 Main Street                               Trussville
180    1           Hoover Court Shopping Center                  1903 Hoover Court                             Hoover
188    2           QLS Gardens Apartments                        1870 Campbellton Road                         Atlanta
196    2           Treehouse Apartments                          200 Marion Pugh                               College Station
206    1           Office Depot                                  859 Spring Street                             Atlanta
212    1           Buffalo Self Storage                          930 Calder Avenue North East                  Buffalo
217    1           Paloma Village                                6340 North Campbell Avenue                    Tucson
224    1           Lynwood Retail                                4339 & 4345 East Imperial Highway             Lynwood
231    1           Craig Road Retail                             2777 West Craig Road                          North Las Vegas
346    1           Rainbow Village                               6960 West Russell Road                        Las Vegas

<CAPTION>
                           Units/
                           Sq. Ft./                              Orig            Rem.            Orig           Rem.
                 Zip       Rooms/    Original      Cut-off       Amort.          Amort.          Term to        Term to
#      State     Code      Pads      Balance       Balance (1)   Term            Term (1)        Maturity (2)   Maturity (1) (2)
---    -------   -------   -------   -----------   -----------   -------------   -------------   ------------   ----------------
<S>    <C>       <C>       <C>       <C>           <C>           <C>             <C>             <C>            <C>
3      Various   Various   640444    $58,630,000   $58,630,000   360             360             120            118
4      Various   Various   725566    $56,110,000   $56,110,000   360             360             120            118
5      Various   Various   518833    $55,080,000   $55,080,000   360             360             120            118
7      Various   Various   Various   $70,000,000   $70,000,000   Interest Only   Interest Only   120            117
8      OR        97210     678076    $65,000,000   $65,000,000   360             360             120            117
10     Various   Various   589       $42,800,000   $42,800,000   360             360             84             83
12     DC        20024     233       $40,500,000   $40,500,000   300             300             120            112
14     CA        91360     110074    $29,000,016   $29,000,016   360             360             120            117
16     GA        30092     143767    $25,000,000   $24,941,160   360             358             120            118
17     NJ        07960     210000    $23,500,000   $23,418,835   360             357             120            117
19     CA        91765     127185    $21,500,000   $21,500,000   360             360             120            119
20     CO        80501     257267    $21,500,000   $21,500,000   360             360             120            119
22     Various   Various   57825     $21,160,000   $21,160,000   360             360             120            119
23     Various   Various   72930     $20,735,000   $20,735,000   360             360             120            119
25     OK        74401     432866    $19,250,000   $19,250,000   360             360             120            120
28     Various   Various   72534     $18,650,000   $18,650,000   360             360             120            119
39     CA        92025     70058     $17,730,000   $17,730,000   360             360             120            119
41     FL        33602     179181    $17,000,000   $17,000,000   360             360             120            120
52     NJ        07724     131       $12,200,000   $12,163,189   300             298             120            118
53     TX        78258     108099    $12,000,000   $12,000,000   360             360             84             83
57     KS        66212     190640    $11,492,418   $11,492,418   360             360             120            120
63     TX        75074     126485    $10,280,000   $10,280,000   360             360             120            119
64     PA        17103     90183     $10,250,000   $10,225,915   360             358             120            118
69     AZ        85302     270        $9,765,000    $9,765,000   360             360             120            117
80     MS        38680     200        $8,700,000    $8,700,000   360             360             60             59
87     TX        79109     432        $8,000,000    $8,000,000   300             300             84             83
98     NJ        07030     30         $7,300,000    $7,300,000   360             360             120            118
103    NY        10024     7620       $7,000,000    $6,990,283   360             359             120            119
119    SC        29492     39872      $6,300,000    $6,291,560   360             359             144            143
121    DE        19808     45132      $6,200,000    $6,200,000   360             360             120            118
122    AL        36104     55069      $6,200,000    $6,185,808   360             358             120            118
135    GA        30339     16649      $5,500,000    $5,500,000   360             360             120            117
149    CA        95037     99493      $5,000,000    $4,993,052   360             359             120            119
151    GA        30349     72962      $4,960,000    $4,953,055   360             359             120            119
158    OK        73135     131483     $4,725,000    $4,713,714   360             358             120            118
177    AL        35173     56355      $4,000,000    $4,000,000   360             360             120            117
180    AL        35226     50159      $4,000,000    $3,990,647   360             358             120            118
188    GA        30311     202        $3,750,000    $3,741,458   360             358             120            118
196    TX        77840     176        $3,700,000    $3,691,696   360             358             120            118
206    GA        30308     15092      $3,500,000    $3,491,488   360             358             84             82
212    MN        55313     132000     $3,300,000    $3,295,458   360             359             120            119
217    AZ        85718     20309      $3,170,000    $3,165,557   360             359             120            119
224    CA        90262     11474      $3,000,000    $3,000,000   Interest Only   Interest Only   60             59
231    NV        89032     10962      $3,000,000    $2,992,668   360             358             120            118
346    NV        89113     11737      $1,450,000    $1,448,025   360             359             120            119

<CAPTION>
                   Net                                            First
       Interest    Interest   Interest Calculation     Monthly    Payment     Maturity                                    Letter of
#      Rate        Rate       (30/360  /  Actual/360)  Payment    Date        Date         ARD (3)   Lockout/Defeasance   Credit
---    --------    --------   -----------------------  --------   --------    --------     -------   ------------------   ---------
<S>    <C>         <C>        <C>                      <C>        <C>         <C>          <C>       <C>                  <C>
3      5.6200%     5.5192%    Actual/360               $337,322   2/1/2006    1/1/2016     N/A       Yes                  No
4      5.6200%     5.5192%    Actual/360               $322,824   2/1/2006    1/1/2016     N/A       Yes                  No
5      5.6200%     5.5192%    Actual/360               $316,898   2/1/2006    1/1/2016     N/A       Yes                  No
7      4.9800%     4.9292%    Actual/360               $294,535   1/1/2006    12/1/2015    N/A       Yes                  No
8      5.5400%     5.4892%    Actual/360               $370,696   1/1/2006    12/1/2015    N/A       Yes                  No
10     6.0300%     5.9970%    Actual/360               $257,434   3/1/2006    2/1/2013     N/A       Yes                  No
12     6.1100%     6.0757%    Actual/360               $263,672   8/1/2005    7/1/2015     N/A       Yes                  No
14     5.5700%     5.4692%    Actual/360               $165,935   1/1/2006    12/1/2015    N/A       Yes                  No
16     5.4800%     5.3792%    Actual/360               $141,634   2/1/2006    1/1/2016     N/A       Yes                  No
17     5.2500%     5.1492%    Actual/360               $129,768   1/1/2006    12/1/2015    N/A       Yes                  No
19     5.2700%     5.1692%    Actual/360               $118,990   3/1/2006    2/1/2016     N/A       Yes                  No
20     5.3700%     5.2692%    Actual/360               $120,326   3/1/2006    2/1/2016     N/A       Yes                  No
22     5.2100%     5.1092%    Actual/360               $116,323   3/1/2006    2/1/2016     N/A       Yes                  Yes
23     5.2000%     5.0992%    Actual/360               $113,858   3/1/2006    2/1/2016     N/A       Yes                  No
25     5.5100%     5.4092%    Actual/360               $109,420   4/1/2006    3/1/2016     N/A       Yes                  No
28     5.2000%     5.0992%    Actual/360               $102,409   3/1/2006    2/1/2016     N/A       Yes                  No
39     5.2600%     5.1592%    Actual/360               $98,016    3/1/2006    2/1/2016     N/A       Yes                  No
41     5.7200%     5.6192%    Actual/360               $98,884    4/1/2006    3/1/2016     N/A       Yes                  No
52     6.1000%     6.0305%    Actual/360               $79,352    2/1/2006    1/1/2016     N/A       Yes                  No
53     5.5400%     5.4392%    Actual/360               $68,436    3/1/2006    2/1/2013     N/A       Yes                  No
57     5.6900%     5.5892%    Actual/360               $66,629    4/1/2006    3/1/2016     N/A       Yes                  No
63     5.5100%     5.4092%    Actual/360               $58,433    3/1/2006    2/1/2016     N/A       Yes                  No
64     5.4900%     5.3892%    Actual/360               $58,134    2/1/2006    1/4/2016     N/A       Yes                  No
69     5.6900%     5.5892%    Actual/360               $56,614    1/1/2006    12/1/2015    N/A       Yes                  No
80     5.7800%     5.6792%    Actual/360               $50,937    3/1/2006    2/1/2011     N/A       Yes                  No
87     5.7500%     5.6492%    Actual/360               $50,329    3/1/2006    2/1/2013     N/A       Yes                  No
98     5.5700%     5.4692%    Actual/360               $41,770    2/1/2006    1/1/2016     N/A       Yes                  No
103    5.5800%     5.4792%    Actual/360               $40,097    3/1/2006    2/1/2016     N/A       Yes                  No
119    5.9200%     5.8192%    Actual/360               $37,448    3/1/2006    2/1/2018     N/A       Yes                  No
121    5.5800%     5.4792%    Actual/360               $35,515    2/1/2006    1/1/2016     N/A       Yes                  No
122    5.6500%     5.5492%    Actual/360               $35,789    2/1/2006    1/1/2016     N/A       Yes                  No
135    5.0000%     4.8992%    Actual/360               $29,525    1/1/2006    12/1/2015    N/A       Yes                  No
149    5.5700%     5.4692%    Actual/360               $28,609    3/1/2006    2/1/2016     N/A       Yes                  No
151    5.5000%     5.3992%    Actual/360               $28,162    3/1/2006    2/1/2016     N/A       Yes                  Yes
158    5.3900%     5.2892%    Actual/360               $26,503    2/1/2006    1/1/2016     N/A       Yes                  No
177    5.8000%     5.6992%    Actual/360               $23,470    1/1/2006    12/1/2015    N/A       Yes                  No
180    5.5200%     5.4192%    Actual/360               $22,762    2/1/2006    1/1/2016     N/A       Yes                  No
188    5.6800%     5.5792%    Actual/360               $21,718    2/1/2006    1/1/2016     N/A       Yes                  No
196    5.7700%     5.6692%    Actual/360               $21,639    2/1/2006    1/1/2016     N/A       Yes                  No
206    5.2800%     5.1792%    Actual/360               $19,392    2/1/2006    1/1/2013     N/A       Yes                  No
212    5.6600%     5.5592%    Actual/360               $19,070    3/1/2006    2/1/2016     N/A       Yes                  No
217    5.4900%     5.3892%    Actual/360               $17,979    3/1/2006    2/1/2016     N/A       Yes                  No
224    6.0900%     5.9892%    Actual/360               $15,436    3/1/2006    2/1/2011     N/A       Yes                  No
231    5.2500%     5.1492%    Actual/360               $16,566    2/1/2006    1/1/2016     N/A       Yes                  No
346    5.7600%     5.6592%    Actual/360               $8,471     3/1/2006    2/1/2016     N/A       Yes                  No

<CAPTION>
       Ground   Earthquake         Environmental      Master                Master
#      Lease    Insurance (Y/N)    Insurance (Y/N)    Servicing Fee Rate    Servicer
---    -------  ---------------    ---------------    ------------------    -------------------------------------
<S>    <C>      <C>                <C>                <C>                   <C>
3      No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
4      No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
5      Yes      N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
7      No       Various            No                 0.05000%              GMAC Commercial Mortgage Corporation
8      No       N/A                No                 0.05000%              GMAC Commercial Mortgage Corporation
10     No       N/A                No                 0.03220%              GMAC Commercial Mortgage Corporation
12     No       N/A                No                 0.03346%              GMAC Commercial Mortgage Corporation
14     No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
16     No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
17     No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
19     No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
20     No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
22     No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
23     No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
25     No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
28     No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
39     No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
41     No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
52     No       N/A                No                 0.06870%              GMAC Commercial Mortgage Corporation
53     No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
57     No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
63     No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
64     No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
69     No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
80     No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
87     No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
98     No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
103    No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
119    No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
121    No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
122    Yes      N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
135    No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
149    No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
151    No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
158    No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
177    No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
180    No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
188    No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
196    No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
206    No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
212    No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
217    No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
224    No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
231    No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
346    No       N/A                No                 0.10000%              GMAC Commercial Mortgage Corporation
</TABLE>

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

<PAGE>

                                                                    SCHEDULE III

                 MORTGAGE LOANS CONSTITUTING MORTGAGE GROUPS

     Loan Name              Cutoff Balance   Loan Seller
--   --------------------   --------------   -----------
1.   CWA Portfolio Pool B      $58,630,000     GMACCM
2.   CWA Portfolio Pool A      $56,110,000     GMACCM
3.   CWA Portfolio Pool C      $55,080,000     GMACCM

Note: These are three separate loans which collectively consist of 22
properties.

<PAGE>

                                                                     SCHEDULE IV

                         MORTGAGE LOANS WITH LOST NOTES

                                      None

<PAGE>

                                                                      SCHEDULE V

                             EXCEPTIONS TO SELLER'S
                         REPRESENTATIONS AND WARRANTIES

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

Exception to representation 6 - Mortgage Status; Waivers and Modifications

ID#          Mortgage Loan(s)        Description of Exception
-----------  ----------------------  -------------------------------------------
             Centro Watt             Documents to effectuate the cross
                                     collateralization were executed after the
                                     date of delivery of the related Mortgage
                                     File and after due diligence was completed
                                     for the related Mortgage Loan.

Exception to representation 7 - Condition of Property; Condemnation

ID#          Mortgage Loan(s)        Description of Exception
-----------  ----------------------  -------------------------------------------
             Centro Watt -           There is a rear setback line encroachment
             Whitemarsh Property     by +/- 80 feet.  There are no restrictions
                                     on rebuildability except that the
                                     re-construction has to be commenced within
                                     1 year of the casualty and carried on
                                     without interruption.

Exception to representation 14 - Insurance

ID#          Mortgage Loan(s)        Description of Exception
-----------  ----------------------  -------------------------------------------
             NEI Portfolio - Otay    Terrorism is excluded on the general
             Truck Parking 28        liability and property policies for the
             Acres, Otay Truck       Otay Properties.
             Parking 41 Acres and
             Otay Truck Parking 7
             Acres (collectively
             "Otay Properties").

             Walgreens Portfolio 4,  The tenant is permitted to self-insure, so
             5 and 6                 no representation is made for these loans.
             Jetro Building
             Lynwood Retail

             Jupiter Service         The amount of terrorism  insurance required
             Center                  to be  provided  is limited as set forth in
             Carlisle Center         the related loan documents.
             Corporate Gateway
             Center
             Park Oaks
             Creekside
             North Trident HCA

Exception to representation 17 - Leasehold Estates

ID#          Mortgage Loan(s)        Description of Exception
-----------  ----------------------  -------------------------------------------
             Winter Loeb             (vii) Ground lease does not extend 20
                                     years (with extensions) beyond the
                                     maturity date of the loan.

                                     (ix) Consent from the Lessor is required to
                                     sublease or assign the space.

             Centro Watt - Port      (v) The ground lease does not provide that
             Washington Property     "no notice of termination given under the
                                     ground lease is effective against the
                                     holder of the Mortgage unless a copy of
                                     such notice has been delivered to such
                                     holder."

                                     (x) The ground lease is silent on the issue
                                     of rejection in bankruptcy.

Exception to representation 25 - Releases of Mortgaged Property

ID#          Mortgage Loan(s)        Description of Exception
-----------  ----------------------  -------------------------------------------
             Wells Headquarters      The Mortgage Loan documents provide for a
             Rivershoals             partial release as set forth in the
             Walgreens Portfolios    applicable Mortgage Loan documents.
             4, 5 and 6
             Lane Portfolio
             Centro Watt
             Arrowhead Mall
             Corporate Gateway
             Center
             Centro Watt             The Mortgage Loan documents provide
                                     for substitution as set forth in the
                                     applicable Mortgage Loan documents.

Exception to representation 30 - Junior Liens

ID#          Mortgage Loan(s)        Description of Exception
-----------  ----------------------  -------------------------------------------
             QLS Gardens             There are two subordinate mortgages on the
                                     fee.

Exception to representation 33 - Licenses and Permits

ID#          Mortgage Loan(s)        Description of Exception
-----------  ----------------------  -------------------------------------------
             Walgreens Portfolio 6   The East Norriton Property is not yet
                                     complete and thus Borrower is not yet in
                                     possession of all material licenses and
                                     permits.

Exception to representation 36 - Due on Sale

ID#          Mortgage Loan(s)        Description of Exception
-----------  ----------------------  -------------------------------------------
             Centro Watt             Borrower is allowed to engage in certain
                                     permitted transfers that do not require
                                     any further consent of the Lender.

             Corporate Gateway       Borrower is allowed to engage in certain
             Center                  permitted transfers that may result in the
                                     mortgage loan being split into two separate
                                     loans that are not cross-defaulted or
                                     cross-collateralized, provided the
                                     conditions in the applicable Loan Agreement
                                     are satisfied.

             Centro Watt             Future mezzanine financing secured by
             Residence Inn           interests in the applicable borrower is
             Marriott                permitted, provided the conditions in the
             Capital Hill            applicable Loan Agreement are satisfied.
             Southgate
             Arrowhead Mall
             Corporate Gateway
             Center

             Wells Headquarters      Mezzanine financing secured by interests in
             Walgreens Portfolios    the applicable borrower exists.
             4, 5 and 6
             Creekside
             Southgate

Exception to representation 38 - Non-Recourse Exceptions

ID#          Mortgage Loan(s)        Description of Exception
-----------  ----------------------  -------------------------------------------
             Lane Portfolio          The loan has no natural person guarantor
             QLS Gardens             for damages arising in the case of fraud or
             Southgate               willful misrepresentation by the Mortgagor,
             Centro Watt             misappropriation of rents, insurance
             Commons at Concord      proceeds, or condemnation awards and
             Park                    breaches of environmental covenants.
             Stoney Batter
             Wells Headquarters
             Cochrane Self Storage
             Metcalf 103 Center
             Treepoint and Meadows
             Residence Inn Capital
             Hill
             Carlisle Center

<PAGE>

                                  Schedule B-2

      List of Mortgage Loans with engineering reports and/or environmental
                   assessments that are older than 18 months.

                                      NONE

<PAGE>

                                                                       EXHIBIT A

                    REPRESENTATIONS AND WARRANTIES OF SELLER
                          REGARDING THE MORTGAGE LOANS
           REPRESENTATIONS AND WARRANTIES OF THE MORTGAGE LOAN SELLER

                     REGARDING THE INDIVIDUAL MORTGAGE LOANS

      With respect to each Mortgage Loan, the Mortgage Loan Seller hereby
represents and warrants, as of the date hereinbelow specified or, if no such
date is specified, as of the Closing Date, except as set forth on Schedule B-1
hereto, that:

            1) Mortgage Loan Schedule. The information set forth in the Mortgage
      Loan Schedule is complete, true and correct in all material respects as of
      the date of this Agreement and as of the Cut-off Date.

            2) Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a
      whole loan and not a participation interest in a mortgage loan.
      Immediately prior to the transfer to the Purchaser of the Mortgage Loans,
      the Seller had good title to, and was the sole owner of, each Mortgage
      Loan. The Seller has full right, power and authority to transfer and
      assign each of the Mortgage Loans to or at the direction of the Purchaser
      and has validly and effectively conveyed (or caused to be conveyed) to the
      Purchaser or its designee all of the Seller's legal and beneficial
      interest in and to the Mortgage Loans free and clear of any and all
      pledges, liens, charges, security interests and/or other encumbrances. The
      sale of the Mortgage Loans to the Purchaser or its designee does not
      require the Seller to obtain any governmental or regulatory approval or
      consent that has not been obtained.

            3) Payment Record. No scheduled payment of principal and interest
      under any Mortgage Loan was 30 days or more past due as of the Cut-off
      Date, and no Mortgage Loan was 30 days or more delinquent in the
      twelve-month period immediately preceding the Cut-off Date.

            4) Lien; Valid Assignment. Each related Mortgage is a valid and,
      subject to the exceptions set forth in paragraph 13 below, enforceable
      first lien on the related Mortgaged Property, subject only to Permitted
      Encumbrances. None of the Permitted Encumbrances, individually or in the
      aggregate, materially interferes with the security intended to be provided
      by such Mortgage, the marketability or current use of the Mortgaged
      Property, or the current ability of the Mortgaged Property to generate
      operating income sufficient to service the Mortgage Loan debt. The related
      assignment of such Mortgage executed and delivered in favor of the Trustee
      is in recordable form and constitutes a legal, valid and binding
      assignment sufficient to convey to the assignee named therein all of the
      assignor's right, title and interest in, to and under such Mortgage. Such
      Mortgage, together with any separate security agreements, chattel
      mortgages or equivalent instruments, establishes and creates a valid and,
      subject to the exceptions set forth in paragraph 13 below, enforceable
      security interest in favor of the holder thereof in all of the related
      Mortgagor's personal property used in, and reasonably necessary to
      operate, the related Mortgaged Property. In the case of a Mortgaged
      Property operated as a hotel or an assisted living facility, the
      Mortgagor's personal property includes all personal property that a
      prudent mortgage lender making a similar Mortgage Loan would deem
      reasonably necessary to operate the related Mortgaged Property as it is
      currently being operated. A Uniform Commercial Code financing statement
      has been filed and/or recorded in all places necessary to perfect a valid
      security interest in such personal property, to the extent a security
      interest may be so created therein, and such security interest is a first
      priority security interest, subject to any prior purchase money security
      interest in such personal property and any personal property leases
      applicable to such personal property. Notwithstanding the foregoing, no
      representation is made as to the perfection of any security interest in
      rents or other personal property to the extent that possession or control
      of such items or actions other than the filing of Uniform Commercial Code
      financing statements are required in order to effect such perfection.

            5) Assignment of Leases and Rents. The Assignment of Leases related
      to and delivered in connection with each Mortgage Loan establishes and
      creates a valid, subsisting and, subject to the exceptions set forth in
      paragraph 13 below, enforceable first priority lien and first priority
      security interest in the related Mortgagor's interest in all leases,
      sub-leases, licenses or other agreements pursuant to which any person is
      entitled to occupy, use or possess all or any portion of the real property
      subject to the related Mortgage, and each assignor thereunder has the full
      right to assign the same. The related assignment of any Assignment of
      Leases not included in a Mortgage has been executed and delivered in favor
      of the Trustee and is in recordable form and constitutes a legal, valid
      and binding assignment, sufficient to convey to the assignee named therein
      all of the assignor's right, title and interest in, to and under such
      Assignment of Leases.

            6) Mortgage Status; Waivers and Modifications. No Mortgage has been
      satisfied, cancelled, rescinded or subordinated in whole or in part, and
      the related Mortgaged Property has not been released from the lien of such
      Mortgage, in whole or in part (except for partial reconveyances of real
      property that are set forth on Schedule B-1 to this Exhibit B), nor has
      any instrument been executed that would effect any such satisfaction,
      cancellation, subordination, rescission or release, in any manner that, in
      each case, materially adversely affects the value of the related Mortgaged
      Property. None of the terms of any Mortgage Note, Mortgage or Assignment
      of Leases has been impaired, waived, altered or modified in any respect,
      except by written instruments, all of which are included in the related
      Mortgage File; and since the later of the date of delivery of the relevant
      due diligence file for the Mortgage Loan or any supplement to such file,
      no waiver, consent, modification, assumption, alteration, satisfaction,
      cancellation, subordination or rescission which changes the terms of, or
      the security for, the Mortgage Loan in any material respect has been
      given.

            7) Condition of Property; Condemnation. (i) With respect to the
      Mortgaged Properties securing the Mortgage Loans that were the subject of
      an engineering report within 18 months prior to the Cut-off Date as set
      forth on Schedule B-2 to this Exhibit B, each Mortgaged Property is, to
      the Seller's knowledge, free and clear of any damage (or adequate reserves
      therefor have been established) that would materially and adversely affect
      its value as security for the related Mortgage Loan, and (ii) with respect
      to the Mortgaged Properties securing the Mortgage Loans that were not the
      subject of an engineering report within 18 months prior to the Cut-off
      Date as set forth on Schedule B-2 to this Exhibit B, each Mortgaged
      Property is in good repair and condition and all building systems
      contained therein are in good working order (or adequate reserves therefor
      have been established) and each Mortgaged Property is free of structural
      defects, in each case, that would materially and adversely affect its
      value as security for the related Mortgage Loan as of the date hereof. The
      Seller has received no notice of the commencement of any proceeding for
      the condemnation of all or any material portion of any Mortgaged Property.
      To the Seller's knowledge (based on surveys and/or title insurance
      obtained in connection with the origination of the Mortgage Loans), as of
      the date of the origination of each Mortgage Loan, all of the material
      improvements on the related Mortgaged Property that were considered in
      determining the appraised value of the Mortgaged Property lay wholly
      within the boundaries and building restriction lines of such property,
      except for encroachments that are insured against by the lender's title
      insurance policy referred to herein or that do not materially and
      adversely affect the value or marketability of such Mortgaged Property,
      and no improvements on adjoining properties materially encroached upon
      such Mortgaged Property so as to materially and adversely affect the value
      or marketability of such Mortgaged Property, except those encroachments
      that are insured against by the Title Policy referred to herein.

            8) Title Insurance. Each Mortgaged Property is covered by an
      American Land Title Association (or an equivalent form of) lender's title
      insurance policy or a marked-up title insurance commitment (on which the
      required premium has been paid) which evidences such title insurance
      policy (the "Title Policy") in the original principal amount of the
      related Mortgage Loan after all advances of principal. Each Title Policy
      insures that the related Mortgage is a valid first priority lien on such
      Mortgaged Property, subject only to Permitted Encumbrances. Each Title
      Policy (or, if it has yet to be issued, the coverage to be provided
      thereby) is in full force and effect, all premiums thereon have been paid,
      and no material claims have been made thereunder and no claims have been
      paid thereunder. No holder of the related Mortgage has done, by act or
      omission, anything that would materially impair the coverage under such
      Title Policy. Immediately following the transfer and assignment of the
      related Mortgage Loan to the Trustee, such Title Policy (or, if it has yet
      to be issued, the coverage to be provided thereby) will inure to the
      benefit of the Trustee without the consent of or notice to the insurer. To
      the Seller's knowledge, the insurer issuing such Title Policy is qualified
      to do business in the jurisdiction in which the related Mortgaged Property
      is located.

            9) No Holdbacks. The proceeds of each Mortgage Loan have been fully
      disbursed and there is no obligation for future advances with respect
      thereto. With respect to each Mortgage Loan, any and all requirements as
      to completion of any on-site or off-site improvement and as to
      disbursements of any funds escrowed for such purpose that were to have
      been complied with on or before the Closing Date have been complied with,
      or any such funds so escrowed have not been released.

            10) Mortgage Provisions. The Mortgage Note or Mortgage for each
      Mortgage Loan, together with applicable state law, contains customary and
      enforceable provisions (subject to the exceptions set forth in paragraph
      13) such as to render the rights and remedies of the holder thereof
      adequate for the practical realization against the related Mortgaged
      Property of the principal benefits of the security intended to be provided
      thereby.

            11) Trustee under Deed of Trust. If any Mortgage is a deed of trust,
      (i) a trustee, duly qualified under applicable law to serve as such, is
      properly designated and serving under such Mortgage, and (ii) no fees or
      expenses are payable to such trustee by the Seller, the Purchaser or any
      transferee thereof except in connection with a trustee's sale after
      default by the related Mortgagor or in connection with any full or partial
      release of the related Mortgaged Property or related security for the
      related Mortgage Loan.

            12) Environmental Conditions.

                  i) With respect to the Mortgaged Properties securing the
            Mortgage Loans that were the subject of an environmental site
            assessment within 18 months prior to the Cut-off Date as set forth
            on Schedule B-2 to this Exhibit B, an environmental site assessment,
            or an update of a previous such report, was performed with respect
            to each Mortgaged Property in connection with the origination or the
            sale of the related Mortgage Loan, a report of each such assessment
            (or the most recent assessment with respect to each Mortgaged
            Property) (an "Environmental Report") has been delivered to the
            Purchaser, and the Seller has no knowledge of any material and
            adverse environmental condition or circumstance affecting any
            Mortgaged Property that was not disclosed in such report. Each
            Mortgage requires the related Mortgagor to comply with all
            applicable federal, state and local environmental laws and
            regulations. Where such assessment disclosed the existence of a
            material and adverse environmental condition or circumstance
            affecting any Mortgaged Property, (i) a party not related to the
            Mortgagor was identified as the responsible party for such condition
            or circumstance or (ii) environmental insurance covering such
            condition was obtained or must be maintained until the condition is
            remediated, or (iii) the related Mortgagor was required either to
            provide additional security that was deemed to be sufficient by the
            originator in light of the circumstances and/or to establish an
            operations and maintenance plan. In the case of each Mortgage Loan
            set forth on Schedule B-1 to this Exhibit B, (i) such Mortgage Loan
            is the subject of a Secured Creditor Impaired Property Policy,
            issued by the issuer set forth on Schedule B-1 (the "Policy Issuer")
            and effective as of the date thereof (the "Environmental Insurance
            Policy"), (ii) the Environmental Insurance Policy is in full force
            and effect, (iii)(a) a property condition or engineering report was
            prepared with respect to lead based paint ("LBP"), asbestos
            containing materials ("ACM") and radon gas ("RG") at each related
            Mortgaged Property, and (b) if such report disclosed the existence
            of a material and adverse LBP, ACM or RG environmental condition or
            circumstance affecting the related Mortgaged Property, the related
            Mortgagor (A) was required to remediate the identified condition
            prior to closing the Mortgage Loan or provide additional security or
            establish with the lender a reserve from loan proceeds, in an amount
            deemed to be sufficient by the Seller, for the remediation of the
            problem, and/or (B) agreed in the Mortgage Loan documents to
            establish an operations and maintenance plan after the closing of
            the Mortgage Loan, (iv) on the effective date of the Environmental
            Insurance Policy, Seller as originator had no knowledge of any
            material and adverse environmental condition or circumstance
            affecting the Mortgaged Property (other than the existence of LBP,
            ACM or RG) that was not disclosed to the Policy Issuer in one or
            more of the following: (a) the application for insurance, (b) a
            borrower questionnaire that was provided to the Policy Issuer, or
            (c) an engineering or other report provided to the Policy Issuer,
            and (v) the premium of any Environmental Insurance Policy has been
            paid through the maturity of the policy's term and the term of such
            policy extends at least five years beyond the maturity of the
            Mortgage Loan.

                  ii) With respect to the Mortgaged Properties securing the
            Mortgage Loans that were not the subject of an environmental site
            assessment within 18 months prior to the Cut-off Date as set forth
            on Schedule B-2 to this Exhibit B, (i) no Hazardous Material is
            present on such Mortgaged Property such that (1) the value of such
            Mortgaged Property is materially and adversely affected or (2) under
            applicable federal, state or local law, (a) such Hazardous Material
            could be required to be eliminated at a cost materially and
            adversely affecting the value of the Mortgaged Property before such
            Mortgaged Property could be altered, renovated, demolished or
            transferred, or (b) the presence of such Hazardous Material could
            (upon action by the appropriate governmental authorities) subject
            the owner of such Mortgaged Property, or the holders of a security
            interest therein, to liability for the cost of eliminating such
            Hazardous Material or the hazard created thereby at a cost
            materially and adversely affecting the value of the Mortgaged
            Property, and (ii) such Mortgaged Property is in material compliance
            with all applicable federal, state and local laws pertaining to
            Hazardous Materials or environmental hazards, any noncompliance with
            such laws does not have a material adverse effect on the value of
            such Mortgaged Property, and neither Seller nor, to Seller's
            knowledge, the related Mortgagor or any current tenant thereon, has
            received any notice of violation or potential violation of any such
            law.

                  iii) "Hazardous Materials" means gasoline, petroleum products,
            explosives, radioactive materials, polychlorinated biphenyls or
            related or similar materials and any other substance or material as
            may be defined as a hazardous or toxic substance by any federal,
            state or local environmental law ordinance, rule, regulation or
            order, including without limitation, the Comprehensive Environmental
            Response, Compensation and Liability Act of 1980, as amended (42
            U.S.C. ss.ss. 9601 et seq.), the Hazardous Materials Transportation
            Act as amended (42 U.S.C. ss.ss. 6901 et seq.), the Federal Water
            Pollution Control Act as amended (33 U.S.C. ss.ss. 1251 et seq.),
            the Clean Air Act (42 U.S.C. ss.ss. 1251 et seq.) and any
            regulations promulgated pursuant thereto.

      13) Loan Document Status. Each Mortgage Note, Mortgage and other agreement
that evidences or secures such Mortgage Loan and was executed by or on behalf of
the related Mortgagor is the legal, valid and binding obligation of the maker
thereof (subject to any non-recourse provisions contained in any of the
foregoing agreements and any applicable state anti-deficiency or market value
limit deficiency legislation), enforceable in accordance with its terms, 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 enforcement is
considered in a proceeding in equity or at law) and there is no valid defense,
counterclaim or right of offset or rescission available to the related Mortgagor
with respect to such Mortgage Note, Mortgage or other agreement.

      14) Insurance. Each Mortgaged Property is, and is required pursuant to the
related Mortgage to be, insured by (a) a fire and extended perils insurance
policy providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, to the extent required as of the
date of origination by the originator of such Mortgage Loan consistent with its
normal commercial mortgage lending practices, against other risks insured
against by persons operating like properties in the locality of the Mortgaged
Property in an amount not less than the lesser of the principal balance of the
related Mortgage Loan and the replacement cost of the Mortgaged Property, and
contains no provisions for a deduction for depreciation, and not less than the
amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property; (b) a business interruption or rental loss
insurance policy, in an amount at least equal to six months of operations of the
Mortgaged Property; (c) a flood insurance policy (if any portion of buildings or
other structures on the Mortgaged Property are located in an area identified by
the Federal Emergency Management Agency as having special flood hazards and the
Federal Emergency Management Agency requires flood insurance to be maintained);
and (d) a comprehensive general liability insurance policy in amounts as are
generally required by commercial mortgage lenders, and in any event not less
than $1 million per occurrence. Such insurance policy contains a standard
mortgagee clause that names the mortgagee as an additional insured in the case
of liability insurance policies and as a loss payee in the case of property
insurance policies and requires prior notice to the holder of the Mortgage of
termination or cancellation. No such notice has been received, including any
notice of nonpayment of premiums, that has not been cured. Each Mortgage
obligates the related Mortgagor to maintain all such insurance and, upon such
Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain
such insurance at the Mortgagor's cost and expense and to seek reimbursement
therefor from such Mortgagor. Each Mortgage provides that casualty insurance
proceeds will be applied (a) to the restoration or repair of the related
Mortgaged Property, (b) to the restoration or repair of the related Mortgaged
Property, with any excess insurance proceeds after restoration or repair being
paid to the Mortgagor, or (c) to the reduction of the principal amount of the
Mortgage Loan.

      15) Taxes and Assessments. As of the Closing Date, there are no delinquent
or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the
related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered unpaid until the date on
which interest or penalties would be first payable thereon.

      16) Mortgagor Bankruptcy. No Mortgaged Property, nor any portion thereof
is the subject of, and no Mortgagor under a Mortgage loan is, a debtor in any
state or federal bankruptcy or insolvency or similar proceeding.

      17) Leasehold Estate. Each Mortgaged Property consists of a fee simple
estate in real estate or, if the related Mortgage Loan is secured in whole or in
part by the interest of a Mortgagor as a lessee under a ground lease of a
Mortgaged Property (a "Ground Lease"), by the related Mortgagor's interest in
the Ground Lease but not by the related fee interest in such Mortgaged Property
(the "Fee Interest"), and as to such Ground Leases:

            i) Such Ground Lease or a memorandum thereof has been or will be
      duly recorded; such Ground Lease (or the related estoppel letter or lender
      protection agreement between the Seller and related lessor) does not
      prohibit the current use of the Mortgaged Property and does not prohibit
      the interest of the lessee thereunder to be encumbered by the related
      Mortgage; and there has been no material change in the payment terms of
      such Ground Lease since the origination of the related Mortgage Loan, with
      the exception of material changes reflected in written instruments that
      are a part of the related Mortgage File;

            ii) The lessee's interest in such Ground Lease is not subject to any
      liens or encumbrances superior to, or of equal priority with, the related
      Mortgage, other than Permitted Encumbrances;

            iii) The Mortgagor's interest in such Ground Lease is assignable to
      the Purchaser and its successors and assigns upon notice to, but without
      the consent of, the lessor thereunder (or, if such consent is required, it
      has been obtained prior to the Closing Date) and, in the event that it is
      so assigned, is further assignable by the Purchaser and its successors and
      assigns upon notice to, but without the need to obtain the consent of,
      such lessor or if such lessor's consent is required it cannot be
      unreasonably withheld;

            iv) Such Ground Lease is in full force and effect, and the Ground
      Lease provides that no material amendment to such Ground Lease is binding
      on a mortgagee unless the mortgagee has consented thereto, and the Seller
      has received no notice that an event of default has occurred thereunder,
      and, to the Seller's knowledge, there exists no condition that, but for
      the passage of time or the giving of notice, or both, would result in an
      event of default under the terms of such Ground Lease;

            v) Such Ground Lease or an estoppel letter or other agreement, (A)
      requires the lessor under such Ground Lease to give notice of any default
      by the lessee to the holder of the Mortgage; and (B) provides that no
      notice of termination given under such Ground Lease is effective against
      the holder of the Mortgage unless a copy of such notice has been delivered
      to such holder and the lessor has offered or is required to enter into a
      new lease with such holder on terms that do not materially vary from the
      economic terms of the Ground Lease.

            vi) A mortgagee is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under such Ground Lease) to cure any default under such Ground
      Lease, which is curable after the receipt of notice of any such default,
      before the lessor thereunder may terminate such Ground Lease;

            vii) Such Ground Lease has an original term (including any extension
      options set forth therein) which extends not less than twenty years beyond
      the Stated Maturity Date of the related Mortgage Loan;

            viii) Under the terms of such Ground Lease and the related Mortgage,
      taken together, any related insurance proceeds or condemnation award
      awarded to the holder of the ground lease interest will be applied either
      (A) to the repair or restoration of all or part of the related Mortgaged
      Property, with the mortgagee or a trustee appointed by the related
      Mortgage having the right to hold and disburse such proceeds as the repair
      or restoration progresses (except in such cases where a provision
      entitling a third party to hold and disburse such proceeds would not be
      viewed as commercially unreasonable by a prudent commercial mortgage
      lender), or (B) to the payment of the outstanding principal balance of the
      Mortgage Loan together with any accrued interest thereon;

            ix) Such Ground Lease does not impose any restrictions on subletting
      which would be viewed as commercially unreasonable by prudent commercial
      mortgage lenders lending on a similar Mortgaged Property in the lending
      area where the Mortgaged Property is located; and such Ground Lease
      contains a covenant that the lessor thereunder is not permitted, in the
      absence of an uncured default, to disturb the possession, interest or
      quiet enjoyment of the lessee thereunder for any reason, or in any manner,
      which would materially adversely affect the security provided by the
      related Mortgage; and

            x) Such Ground Lease requires the Lessor to enter into a new lease
      upon termination of such Ground Lease if the Ground Lease is rejected in a
      bankruptcy proceeding.

      18) Escrow Deposits. All escrow deposits and payments relating to each
Mortgage Loan that are, as of the Closing Date, required to be deposited or paid
have been so deposited or paid.

      19) Qualified Mortgage. Such Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code and Treasury regulation
section 1.860G-2(a), and the related Mortgaged Property, if acquired in
connection with the default or imminent default of such Mortgage Loan, would
constitute "foreclosure property" within the meaning of Section 860G(a)(8)
(without regard to Section 856(e)(4) of the Code).

      20) [Reserved];

      21) Advancement of Funds by the Seller. No holder of a Mortgage Loan has
advanced funds or induced, solicited or knowingly received any advance of funds
from a party other than the owner of the related Mortgaged Property, directly or
indirectly, for the payment of any amount required by such Mortgage Loan.

      22) No Mechanics' Liens. Each Mortgaged Property is free and clear of any
and all mechanics' and materialmen's liens that are prior or equal to the lien
of the related Mortgage, and no rights are outstanding that under law could give
rise to any such lien that would be prior or equal to the lien of the related
Mortgage except, in each case, for liens insured against by the Title Policy
referred to herein.

      23) Compliance with Usury Laws. Each Mortgage Loan complied with all
applicable usury laws in effect at its date of origination.

      24) Cross-collateralization. Except as set forth on Schedule B-1 to this
Exhibit B, no Mortgage Loan is cross-collateralized or cross-defaulted with any
loan other than one or more other Mortgage Loans.

      25) Releases of Mortgaged Property. Except as described in the next
sentence, no Mortgage Note or Mortgage requires the mortgagee to release all or
any material portion of the related Mortgaged Property that was included in the
appraisal for such Mortgaged Property, and/or generates income from the lien of
the related Mortgage except upon payment in full of all amounts due under the
related Mortgage Loan or in connection with the defeasance provisions of the
related Note and Mortgage. The Mortgages relating to those Mortgage Loans
identified on Schedule B-1 hereto require the mortgagee to grant releases of
portions of the related Mortgaged Properties upon (a) the satisfaction of
certain legal and underwriting requirements and/or (b) the payment of a release
price and prepayment consideration in connection therewith. Except as described
in the first sentence hereof and for those Mortgage Loans identified on Schedule
B-1 hereto, no Mortgage Loan permits the full or partial release or substitution
of collateral unless the mortgagee or servicer can require the Borrower to
provide an opinion of tax counsel to the effect that such release or
substitution of collateral (a) would not constitute a "significant modification"
of such Mortgage Loan within the meaning of Treas. Reg. ss.1.1001-3 and (b)
would not cause such Mortgage Loan to fail to be a "qualified mortgage" within
the meaning of Section 860G(a)(3)(A) of the Code.

      26) No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization (except that the ARD Loan may provide for the accrual of interest
at an increased rate after the Anticipated Repayment Date) or for any contingent
or additional interest in the form of participation in the cash flow of the
related Mortgaged Property.

      27) No Material Default. There exists no material Event of Default,
breach, violation or event of acceleration (and, to the Seller's actual
knowledge, no event which, with the passage of time or the giving of notice, or
both, would constitute any of the foregoing) under the documents evidencing or
securing the Mortgage Loan, in any such case to the extent the same materially
and adversely affects the value of the Mortgage Loan and the related Mortgaged
Property; provided, however, that this representation and warranty does not
address or otherwise cover any default, breach, violation or event of
acceleration that specifically pertains to any matter otherwise covered by any
other representation and warranty made by the Seller in any of paragraphs 3, 7,
12, 14, 15, 16 and 17 of this Exhibit B.

      28) Inspections. The Seller (or if the Seller is not the originator, the
originator of the Mortgage Loan) has inspected or caused to be inspected each
Mortgaged Property in connection with the origination of the related Mortgage
Loan.

      29) Local Law Compliance. Based on due diligence considered reasonable by
prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.

      30) Junior Liens. None of the Mortgage Loans permits the related Mortgaged
Property to be encumbered by any lien (other than a Permitted Encumbrance)
junior to or of equal priority with the lien of the related Mortgage without the
prior written consent of the holder thereof or the satisfaction of debt service
coverage or similar criteria specified therein. The Seller has no knowledge that
any of the Mortgaged Properties is encumbered by any lien junior to the lien of
the related Mortgage.

      31) Actions Concerning Mortgage Loans. To the knowledge of the Seller,
there are no actions, suits, or proceedings before any court, administrative
agency or arbitrator concerning any Mortgage Loan, Mortgagor or related
Mortgaged Property that might adversely affect title to the Mortgaged Property
or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.

      32) Servicing. The servicing and collection practices used by the Seller
or any prior holder or servicer of each Mortgage Loan have been in all material
respects legal, proper and prudent and have met customary industry standards.

      33) Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan or as of the date of
the sale of the related Mortgage Loan by the Seller hereunder, the related
Mortgagor was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated.

      34) Assisted Living Facility Regulation. If the Mortgaged Property is
operated as an assisted living facility, to the Seller's knowledge (a) the
related Mortgagor is in compliance in all material respects with all federal and
state laws applicable to the use and operation of the related Mortgaged
Property, and (b) if the operator of the Mortgaged Property participates in
Medicare or Medicaid programs, the facility is in compliance in all material
respects with the requirements for participation in such programs.

      35) Collateral in Trust. The Mortgage Note for each Mortgage Loan is not
secured by a pledge of any collateral that has not been assigned to the
Purchaser.

      36) Due on Sale. Each Mortgage Loan contains a "due on sale" clause, which
provides for the acceleration of the payment of the unpaid principal balance of
the Mortgage Loan if, without prior written consent of the holder of the
Mortgage, the property subject to the Mortgage or any material portion thereof,
or a controlling interest in the related Mortgagor, is transferred, sold, or
encumbered; provided, however, that certain Mortgage Loans provide a mechanism
for the assumption of the loan by a third party upon the Mortgagor's
satisfaction of certain conditions precedent, and upon payment of a transfer
fee, if any, or transfer of interests in the Mortgagor or constituent entities
of the Mortgagor to a third party or parties related to the Mortgagor upon the
Mortgagor's satisfaction of certain conditions precedent.

      37) Single Purpose Entity. The Mortgagor on each Mortgage Loan with a
Cut-off Date Principal Balance in excess of $5 million, was, as of the
origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a
"Single Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one or more of the
Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging
in any business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any assets other than those related to its interest in and operation of
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has its own books and records and accounts separate and apart
from any other person (other than a Mortgagor for a Mortgage Loan that is
cross-collateralized and cross-defaulted with the related Mortgage Loan), and
that it holds itself out as a legal entity, separate and apart from any other
person.

      38) Non-Recourse Exceptions. The Mortgage Loan documents for each Mortgage
Loan provide that such Mortgage Loan constitutes either (a) the recourse
obligations of at least one natural person or (b) the non-recourse obligations
of the related Mortgagor, provided that at least one natural person (and the
Mortgagor if the Mortgagor is not a natural person) is liable to the holder of
the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds, or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.

      39) Defeasance and Assumption Costs. The related Mortgage Loan Documents
provide that the related borrower is responsible for the payment of all
reasonable costs and expenses of the lender incurred in connection with the
defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and the borrower is required to pay all reasonable costs and expenses
of the lender associated with the approval of an assumption of such Mortgage
Loan.

      40) Defeasance. No Mortgage Loan provides that it can be defeased until
the date that is more than two years after the Closing Date or provides that it
can be defeased with any property other than government securities (as defined
in Section 2(a)(16) of the Investment Company Act of 1940, as amended) or any
direct non-callable security issued or guaranteed as to principal or interest by
the United States.

      41) Prepayment Premiums. As of the applicable date of origination of each
such Mortgage Loan, any prepayment premiums and yield maintenance charges
payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted customary prepayment premiums and yield maintenance
charges for commercial mortgage loans.

      42) Certain Leases. To Seller's knowledge, and without independent
inquiry, (A) each commercial lease covering more than 10% (20% in the case of
any Mortgage Loan having an original principal balance less than $2,500,000) of
the net leaseable area of the related Mortgaged Property is in full force and
effect and (B) there exists no default under any such commercial lease either by
the lessee thereunder or by the related borrower that could give rise to the
termination of such lease;

      43) Single Asset REMIC. With respect to each of the single asset REMICs,
there has been no amendment, waiver, impairment, alteration, or modification to
any provision of the related REMIC declaration or to any provisions of the
related Mortgage Loan documents since the startup day of the single asset REMIC.
With respect to each of the single asset REMICs, the single asset REMIC has been
administered, the related Mortgage Loan has been serviced, and each provision of
the related REMIC declaration has been complied with in a manner such that the
single asset REMIC has not failed to qualify as a REMIC for federal income tax
purposes at any time since the Startup Day.

      For purposes of these representations and warranties, the phrases "to the
knowledge of the Mortgage Loan Seller" or "to the Mortgage Loan Seller's
knowledge" shall mean (except where otherwise expressly set forth below) the
actual state of knowledge of the Mortgage Loan Seller (i) after the Mortgage
Loan Seller's having conducted such inquiry and due diligence into such matters
as would be customarily performed by prudent institutional commercial or
multifamily, as applicable, mortgage lenders, and in all events as required by
the Mortgage Loan Seller's underwriting standards, at the time of the Mortgage
Loan Seller's origination or acquisition of the particular Mortgage Loan; and
(ii) subsequent to such origination, utilizing the monitoring practices
customarily utilized by prudent commercial or multifamily, as applicable,
mortgage lenders with respect to securitizable commercial or multifamily, as
applicable, mortgage loans, including inquiry with a representative of the loan
servicer designated as the party responsible for the knowledge of the servicer
pertaining to the Mortgage Loans. Also for purposes of these representations and
warranties, the phrases "to the actual knowledge of the Mortgage Loan Seller" or
"to the Mortgage Loan Seller's actual knowledge" shall mean (except where
otherwise expressly set forth below) the actual state of knowledge of the
Mortgage Loan Seller without any express or implied obligation to make inquiry.
All information contained in the documents included in the definition of
Mortgage File in the Pooling and Servicing Agreement shall be deemed to be
within the knowledge and the actual knowledge of the Mortgage Loan Seller, to
the extent that the Mortgage Loan Seller or its closing counsel or custodian, if
any, has reviewed or had possession of such document at any time. For purposes
of these representations and warranties, to the extent that any representation
or warranty is qualified by the Mortgage Loan Seller's knowledge with respect to
the contents of the Mortgage Note, Mortgage, lender's title policy and any
letters of credit or Ground Leases, if such document is not included in the
Mortgage File, the Mortgage Loan Seller shall make such representation or
warranty without any such qualification. Wherever there is a reference in a
representation or warranty to receipt by, or possession of, the Mortgage Loan
Seller of any information or documents, or to any action taken by the Mortgage
Loan Seller or to any action which has not been taken by the Mortgage Loan
Seller or its agents or employees, such reference shall include the receipt or
possession of such information or documents by, or the taking of such action or
the not taking such action by, the Mortgage Loan Seller. For purposes of these
representations and warranties, when referring to the conduct of "reasonable
prudent institutional commercial or multifamily, as applicable mortgage lenders"
(or similar such phrases and terms), such conduct shall be measured by reference
to the industry standards generally in effect as of the date the related
representation or warranty relates to or is made.

It is understood and agreed that the representations and warranties set forth in
this Exhibit B shall survive delivery of the respective Mortgage Files to the
Purchaser and/or the Trustee and shall inure to the benefit of the Purchaser and
its successors and assigns (including without limitation the Trustee and the
holders of the Certificates), notwithstanding any restrictive or qualified
endorsement or assignment.

<PAGE>

                                                                       EXHIBIT B

                             AFFIDAVIT OF LOST NOTE

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

            ____________________________, being duly sworn, deposes and says:

            1. that he is an authorized signatory of GMAC Commercial Mortgage
Corporation ("GMACCM");

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

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

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

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

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

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

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

            8. upon assignment of the Note by _______________ to Credit Suisse
First Boston Mortgage Securities Corp. (the "Depositor") and subsequent
assignment by Depositor to the trustee for the benefit of the holders of the
Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage
Pass-Through Certificates, Series 2006-C1 (the "Trustee") (which assignment may,
at the discretion of Depositor, be made directly by _______________ to the
Trustee), _______________ covenants and agrees (a) promptly to deliver to the
Trustee the original Note if it is subsequently found, and (b) to indemnify and
hold harmless the Trustee and its successors and assigns from and against any
and all costs, expenses and monetary losses arising as a result of
_______________'s failure to deliver said original Note to the Trustee.

                                       GMAC COMMERCIAL MORTGAGE CORPORATION



                                       By:____________________________________
                                          Name:
                                          Title:

Sworn to before me this _____
day of __________, 2006