EXHIBIT 10.1

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              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                   (Depositor)

                                       and

                             COLUMN FINANCIAL, INC.
                                    (Seller)

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                        MORTGAGE LOAN PURCHASE AGREEMENT

                          Dated as of December 1, 2006

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                                TABLE OF CONTENTS



Section 1.       Transactions on or Prior to the Closing Date...................
Section 2.       Closing Date Actions...........................................
Section 3.       Conveyance of Mortgage Loans...................................
Section 4.       Depositor's Conditions to Closing..............................
Section 5.       Seller's Conditions to Closing.................................
Section 6.       Representations and Warranties of Seller.......................
Section 7.       Obligations of Seller..........................................
Section 8.       Crossed Mortgage Loans.........................................
Section 9.       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................................................
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 Column Trust Mortgage Loans

Schedule III   Mortgage Loans Constituting Mortgage Groups

Schedule IV    Mortgage Loans with Lost 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 Note Affidavit

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                        MORTGAGE LOAN PURCHASE AGREEMENT

            This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of December 1, 2006, is made by and between COLUMN FINANCIAL, INC., a Delaware
corporation ("Seller"), and CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES
CORP., a Delaware corporation ("Depositor").

                                    RECITALS

            I. Capitalized terms used herein without definition have the
meanings ascribed to them in the Schedule of Transaction Terms attached hereto
as Schedule I, which is incorporated herein by this reference, or, if not
defined therein 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 Mortgage Loan to Wells Fargo Bank, N.A., as trustee (the "Trustee"),
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 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 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, 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 22(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 parties acknowledge that such assignment, conveyance and
transfer of the Mortgage Loans shall not be construed to limit any obligation of
Seller, any servicing rights of KeyCorp Real Estate Capital Markets, Inc. under
that certain Servicing Rights Purchase Agreement dated as of December 1, 2006,
between Seller and KeyCorp Real Estate Capital Markets, Inc., or any related
servicing rights of any Primary Servicer contemplated by the Pooling and
Servicing Agreement. The Mortgage File for each Mortgage Loan shall consist of
the following documents:

            (a) each 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 the Seller, and further endorsed (at the
direction of the Depositor given pursuant to this Agreement) by the 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-C5, 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 the Seller, in each
case in the form submitted for recording or, if recorded, with evidence of
recording indicated thereon;

            (c) an original assignment of Mortgage, in recordable form (except
for any missing recording information and, if applicable, completion of the name
of the assignee), from the 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-C5";

            (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 the 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 the 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-C5";

            (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 the 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 the 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-C5," 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, when appropriate, of recording thereon or in the
form submitted for recording, in those instances where the terms or provisions
of the Mortgage, Note or any related security document have been modified or the
Mortgage Loan has been assumed;

            (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 escrow instructions binding on the
title insurer irrevocably obligating the title insurer to issue such title
insurance policy) or interim binder that is marked as binding and countersigned
by the title company, insuring the priority of the Mortgage as a first lien on
the related Mortgaged Property, relating to such Mortgage Loan;

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

            (k) certified or other copies of all UCC Financing Statements and
continuation statements which show the filing or recording thereof or copies
thereof in the form submitted for filing or recording 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 that is described in the
related Mortgage or a separate security agreement, and original UCC Financing
Statement assignments in a form suitable for filing or recording, sufficient to
assign such UCC Financing Statements 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 or mezzanine 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, as
applicable, any Intercreditor Agreements, mezzanine loan documents or preferred
equity documents), together with, if such Mortgage Loan is an A Loan, a copy of
the related Note for each related B Loan;

            (n) with respect to any Cash Collateral Accounts and Lock-Box
Accounts, an original or copy of any related cash collateral control agreement
or lock-box control agreement, as applicable, and a copy of the UCC Financing
Statements, if any, submitted for filing with respect to the Seller's security
interest in the Cash Collateral Accounts and Lock-Box Accounts and all funds
contained therein (together with UCC Financing Statement assignments in a form
suitable for filing or recording, sufficient to transfer such UCC Financing
Statements to the Trustee on behalf of the Certificateholders);

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

            (p) the originals of letters of credit, if any, relating to the
Mortgage Loan, provided that in connection with deliveries of the Mortgage File
to the Trust, such originals shall be delivered to the Master Servicer and
copies thereof shall be delivered to the Trustee;

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

            (r) the original or a copy of any ground lease, ground lease
estoppels, and any amendments thereto;

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

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

            (u) a checklist of the related Mortgage Loan Documents included in
the Mortgage File for the subject Mortgage Loan; and

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

            With respect to the 280 Park Avenue Loan, the following documents on
a collective basis:

            (a) the original executed Note for such Mortgage Loan, endorsed
(either on the face thereof or pursuant to a separate allonge) "Pay to the order
of Wells Fargo Bank Minnesota, N.A., as trustee for the registered holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2003-C5, without recourse", or in blank,
without recourse and further showing a complete, unbroken chain of assignment
and endorsement from the originator (if such originator is other than the
Seller); or, alternatively, if the original executed Note has been lost, a lost
note affidavit and indemnity with a copy of such Note;

            (b) a copy of the executed 280 Park Avenue Intercreditor Agreement;

            (c) a copy of the 280 Park Avenue Servicing Agreement; and

            (d) a copy of the documents that make up the "Servicing File" under
the 280 Park Avenue Servicing Agreement.

            Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan (other than with respect to the 280 Park Avenue Loan), the
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), (l) 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 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 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 the 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 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 Master Servicer), within 365 days of the Closing
Date, which period may be extended up to two times, in each case for an
additional period of 90 days (provided that the Seller, as certified in writing
to the Trustee prior to each such 90-day extension, is in good faith attempting
to obtain from the appropriate county recorder's office such original or
photocopy). Compliance with this paragraph will satisfy the 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 (other than with respect to the 280 Park Avenue Loan), the
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), (l) 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 Master Servicer) on or before the Closing Date.

            Notwithstanding the foregoing, in the event that the 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, the Seller shall so notify the Trustee and
shall not be in breach of its obligations with respect to such delivery,
provided that the Seller promptly forwards such UCC Financing Statement to the
Trustee (with a copy to the Master Servicer) upon its return, together with the
related original UCC Financing Statement assignment in a form appropriate for
filing or recording.

            The 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 the 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 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. In the event the Seller engages a third party
contractor as contemplated in the immediately preceding sentence, the rights,
duties and obligations of the Seller pursuant to this Agreement remain binding
on the Seller; and, if the Seller does not engage a third party as contemplated
by the immediately preceding sentence, then the 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, the Seller
shall deliver the Servicer Files with respect to each of the Mortgage Loans to
the Master Servicer (or, if applicable, to a Sub-Servicer at the direction of
the Master Servicer, with a copy to the Master Servicer) under the Pooling and
Servicing Agreement on behalf of the Trustee in trust for the benefit of the
Certificateholders. Each such Servicer File shall contain all documents and
records in the Seller's possession relating to such applicable Mortgage Loans
(including reserve and escrow agreements, cash collateral control agreements,
lock-box control agreements, rent rolls, leases, environmental and engineering
reports, third-party underwriting reports, appraisals, surveys, legal opinions,
estoppels, financial statements, operating statements and any other information
provided by the respective Borrower from time to time, but excluding any draft
documents, attorney/client communications, which are privileged or constitute
legal or other due diligence analyses, and documents prepared by the Seller or
any of its Affiliates solely for internal communication, credit underwriting or
due diligence analyses (other than the underwriting information contained in the
related underwriting memorandum or asset summary report prepared by the Seller
in connection with the preparation of Exhibit A-1 to the Prospectus Supplement))
that are not required to be a part of a Mortgage File in accordance with the
definition thereof, together with copies of all instruments and documents which
are required to be a part of the related Mortgage File in accordance with the
definition thereof.

            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 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 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.

            The 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 the Seller or any other name, to be transferred to or at the direction
of the Master Servicer (or, if applicable, a Sub-Servicer at the direction of
the 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 due after the Cut-off Date, minus
that portion of any such payment which is allocable to the period on or prior to
the Cut-off Date. All scheduled payments of principal due on or before the
Cut-off Date and collected after the Cut-off Date, together with the
accompanying interest payments, shall belong to Seller.

            Upon the sale of the Mortgage Loans from Seller to Depositor
pursuant hereto, the ownership of each Note, the related Mortgage and the
contents of the related Mortgage File shall be vested in Depositor and the
ownership of all records and documents with respect to the related Mortgage Loan
prepared by or which come into the possession of Seller as seller of the
Mortgage Loans hereunder, exclusive in each case of 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 Master Servicer via wire transfer for deposit by the
Master Servicer into the Collection Account.

            Upon 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 the Depositor, as provided herein, as a sale of the Mortgage
Loans to the 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). With respect to
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 the 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 the 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 the 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 the 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 the
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 the Depositor and the Seller, duly executed by all signatories
other than Depositor, as required pursuant to the respective terms thereof:

            (i) the Mortgage Files, subject to the proviso to the first sentence
      of Section 1 of this Agreement, which shall have been delivered to and
      held by the Trustee on behalf of Seller;

            (ii) the Mortgage Loan Schedule;

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

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

            (c) The 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) If requested, the Seller shall have delivered to the Trustee, on
or before the Closing Date, five limited powers of attorney in favor of the
Trustee and the 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 the 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. If requested by the Trustee or the Special
Servicer after the Closing Date, the Seller shall deliver to the Trustee or the
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:

                  (A) 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

                  (B) 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) The 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 Delaware.
      Seller has conducted and is conducting its business so as to comply in all
      material respects with all applicable statutes and regulations of
      regulatory bodies or agencies having jurisdiction over it, except where
      the failure so to comply would not have a materially adverse effect on the
      performance by Seller of this Agreement, and there is no charge,
      investigation, 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
      organizational documents; (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 the 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 the
      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 the 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 set forth in the Exception Report, are
      true and correct in all material respects as of the date hereof (or, in
      each case, as of such other date specifically set forth in the subject
      representation and warranty) with respect to the Mortgage Loans identified
      on Schedule II.

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

            (b) The 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 Document 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 the Seller receives notice of a breach of any of the
representations or warranties contained in Exhibit A hereto and made by the
Seller with respect to any Mortgage Loan listed on Schedule II hereto, as of the
date hereof in Section 6(a)(xii) or as of the Closing Date pursuant to Section
4(b)(iii) (in either case, subject to the exceptions to such representations and
warranties set forth in the Exception Report), or 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 possession within the time period required herein or (B) such
document has not been properly executed or is otherwise defective on its face
(the circumstances in the foregoing clauses (A) and (B), in each case, a
"Defect" (including the "Defects" described below) in the related Mortgage
File), and if such Breach or Defect, as the case may be, materially and
adversely affects the value of the related Mortgage Loan or the interests of the
Certificateholders therein (any Breach or Defect that materially and adversely
affects the value of the related Mortgage Loan or the interests of the
Certificateholders therein, a "Material Breach" or a "Material Document Defect,"
respectively), then the Seller shall, upon request of the Depositor, the
Trustee, the Master Servicer or the Special Servicer, not later than 90 days
from the receipt by the Seller of such request (subject to the second succeeding
paragraph, the "Initial Resolution Period"): (i) cure such Material Breach or
Material Document 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 Master Servicer for deposit into the Collection Account any Substitution
Shortfall Amount (as defined in the Pooling and Servicing Agreement) in
connection therewith; provided, however, that if (i) such Material Breach or
Material Document Defect is capable of being cured but not within the Initial
Resolution Period, (ii) such Material Breach or Material Document 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) the Seller has commenced and
is diligently proceeding with the cure of such Material Breach or Material
Document Defect within the Initial Resolution Period and (iv) the Seller has
delivered to the Rating Agencies, the Master Servicer, the Special Servicer and
the Trustee an Officer's Certificate that describes the reasons that the cure
was not effected within the Initial Resolution Period and the actions that it
proposes to take to effect the cure and that states that it anticipates the cure
will be effected within the additional 90-day period, then the Seller shall have
an additional 90 days to cure such Material Document Defect or Material Breach.
If there exists a Breach of any representation or warranty that the related
Mortgage Loan Documents or any particular Mortgage Loan Document requires the
related Borrower to bear the costs and expenses associated with any particular
action or matter under such Mortgage Loan Document(s), then the Seller shall
cure such Breach within the Initial Resolution Period by reimbursing the Trust
Fund (by wire transfer of immediately available funds to the Collection Account)
the reasonable amount of any such costs and expenses incurred by the Master
Servicer, the Special Servicer, the Trustee or the Trust Fund that are the basis
of such Breach and have not been reimbursed by the related Borrower; provided,
however, that in the event that any such costs and expenses exceed $10,000, the
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 with respect to any substitution of one or more
Qualified Substitute Mortgage Loans for a Mortgage Loan hereunder, (A) no such
substitution may be made in any calendar month after the Determination Date for
such month; (B) scheduled payments of principal and interest due with respect to
the Qualified Substitute Mortgage Loan(s) after the Due Date in the month of
substitution, and scheduled payments of principal and interest due with respect
to each Mortgage Loan being repurchased or replaced after the related Cut-off
Date and received by the Master Servicer or the Special Servicer on behalf of
the Trust on or prior to the related date of repurchase or substitution shall be
part of the Trust Fund; and (C) scheduled payments of principal and interest due
with respect to each such Qualified Substitute Mortgage Loan on or prior to the
Due Date in the month of substitution, and scheduled payments of principal and
interest due with respect to each Mortgage Loan being repurchased or replaced
and received by the Master Servicer or the Special Servicer on behalf of the
Trust after the related date of repurchase or substitution shall not be part of
the Trust Fund, and the Seller (or, if applicable, any person effecting the
related repurchase or substitution in the place of the Seller) shall be entitled
to receive such payments promptly following receipt by the Master Servicer or
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 "Defect" and to be conclusively presumed to materially and
adversely affect the interests of Certificateholders in and the value of a
Mortgage Loan: (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 and a certificate stating that the original
intervening assignments were sent for recordation; (e) the absence from the
Mortgage File of any required original letter of credit (unless such original
has been delivered to the 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
Document 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 to materially and adversely affect the interest of
Certificateholders therein and the Initial Resolution Period for the affected
Mortgage Loan shall be 90 days following the earlier of (a) Seller's receipt of
notice to Seller of the discovery of such Defect or Breach by any party to the
Pooling and Servicing Agreement and (b) Seller's discovery of such Defect or
Breach (which period shall not be subject to extension).

            If the Seller does not, as required by this Section 7, correct or
cure a Material Breach or a Material Document 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 Document Defect is not
capable of being so corrected or cured within such period, then the 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 the 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
Document 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 the
Crossed Mortgage Loan Repurchase Criteria would be so satisfied, the Mortgage
Loan Seller may elect either to repurchase or substitute for only the affected
Crossed Mortgage Loan as to which the Material Document Defect or Material
Breach exists or to repurchase or substitute for all of the Crossed Mortgage
Loans in the related Mortgage Group. The determination of the Special Servicer
as to whether the Crossed Mortgage Loan Repurchase Criteria have been satisfied
shall be conclusive and binding in the absence of manifest error. The Seller
shall be responsible for the cost of (and, if so directed by the Special
Servicer, obtaining) any Appraisal required for the Special 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 the 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 Document Defect with respect to one or more Mortgaged Properties (but
not all of the Mortgaged Properties) with respect to a Mortgage Loan, the 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 of 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) the 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) the
Seller pays (or causes to be paid) the applicable release price required under
the Mortgage Loan Documents and, to the extent not reimbursable out of the
release price pursuant to the related Mortgage Loan Documents, any additional
amounts necessary to cover all reasonable out-of-pocket expenses reasonably
incurred by the Master Servicer, the Special Servicer, the Trustee or the Trust
Fund in connection therewith, including any unreimbursed advances and interest
thereon made with respect to the Mortgaged Property that is being released, and
(iii) such cure by release of such Mortgaged Property is effected within the
time periods specified for cure of a Material Breach or Material Document Defect
in this Section 7.

            The Purchase Price or Substitution Shortfall Amount for any
repurchased or substituted Mortgage Loan shall be payable to the 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 the Depositor or the Trustee, as the case may be, and the
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), 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 the 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 the Seller set
forth in this Section 7 to cure, substitute for or repurchase a Mortgage Loan
listed on Schedule II hereto constitute the sole remedies available to the
Depositor and its successors and assigns against Seller respecting any Breach or
Defect affecting such Mortgage Loan.

            Section 8. Crossed Mortgage Loans. With respect to any Crossed
Mortgage Loan conveyed hereunder, to the extent that the 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, the
Seller and the 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 for by the 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 the
Seller shall have furnished to the Trustee, at the Seller's expense, an opinion
of counsel that such modification shall not cause an Adverse REMIC Event;
provided, further, that if such opinion cannot be furnished, the Seller and the
Depositor hereby agree that such repurchase or substitution of only the affected
Crossed Mortgage Loans, notwithstanding anything to the contrary herein, shall
not be permitted (in which case, the Seller will be obligated to purchase or
substitute for all Crossed Mortgage Loans in the related Mortgage Group (defined
above)). Any reserve or other cash collateral or letters of credit securing the
affected 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
(unless otherwise modified in accordance with the Pooling and Servicing
Agreement).

            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 (xxviii)(1) set forth on Exhibit A hereto unless the
Seller elects to repurchase or substitute for such Mortgage Loan in accordance
with the second paragraph of Section 7. 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 (liv)(F) set forth on Exhibit A hereto unless the Seller elects
to repurchase or substitute for such Mortgage Loan in accordance with the second
paragraph of Section 7.

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

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

            (b) The execution and delivery by Depositor of this Agreement and
the performance of Depositor's obligations hereunder are within the corporate
power of Depositor and have been duly authorized by Depositor and neither the
execution and delivery by Depositor of this Agreement nor the compliance by
Depositor with the provisions hereof, nor the consummation by Depositor of the
transactions contemplated by this Agreement, will (i) conflict with or result in
a breach of, or constitute a default under, the certificate of incorporation or
by-laws of Depositor or, after giving effect to the consents or taking of the
actions contemplated by clause (ii) of this paragraph (b), any of the provisions
of any law, governmental rule, regulation, judgment, decree or order binding on
Depositor or its properties, or any of the provisions of any material indenture
or mortgage or any other material contract or other instrument to which
Depositor is a party or by which it is bound or result in the creation or
imposition of any lien, charge or encumbrance upon any of its properties
pursuant to the terms of any such indenture, mortgage, contract or other
instrument or (ii) require the consent of, notice to or any 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 9 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. Whether or not this Agreement is
terminated, both the Depositor and the Seller agree to pay the transaction
expenses incurred in connection with the transactions herein contemplated as set
forth in the Closing Statement.

            Section 13. Recording Costs. 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, shall be
deemed to have been duly given if personally delivered to or mailed, by
registered mail, postage prepaid, by overnight mail or courier service, or
transmitted by facsimile and confirmed by similar mailed writing, if to the
Depositor, addressed to the Depositor at 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 the Depositor to the Seller in writing, or, if to the Seller, addressed to
the Seller at 3414 Peachtree Road, N.E., Suite 1140, Atlanta, Georgia 30326,
Attention: Robert Barnes, Telecopy No.: (404) 239-0419, or such other address or
telecopy number as may be designated by the Seller to the Depositor in writing.

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

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

            Section 17. Successors. This Agreement shall inure to the benefit of
and shall be binding upon Seller and Depositor and their respective successors
and permitted assigns, and nothing expressed in this Agreement is intended or
shall be construed to give any other person any legal or equitable right, remedy
or claim under or in respect of this Agreement, or any provisions herein
contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such designated
persons and for the benefit of no other person; it being understood that 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; and

            (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.

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

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

                                      * * *

<PAGE>

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

                                           COLUMN FINANCIAL, INC.,
                                               as Seller


                                           By: /s/ Jeffrey A. Altabef
                                               -----------------------------
                                               Title: Vice President


                                           CREDIT SUISSE FIRST BOSTON MORTGAGE
                                               SECURITIES CORP.,
                                               as Depositor


                                           By: /s/ Jeffrey A. Altabef
                                               -----------------------------
                                               Title: Vice President

<PAGE>

                                                                      SCHEDULE I

                          SCHEDULE OF TRANSACTION TERMS

            This Schedule of Transaction Terms is appended to and incorporated
by reference in the Mortgage Loan Purchase Agreement (the "Agreement"), dated as
of December 1, 2006, between Column Financial, Inc. (the "Seller" or "Column")
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" has the meaning given set forth in Section 3 of this
Agreement.

            "Borrower" means the borrower under a Mortgage Loan.

            "Breach" has the meaning set forth in Section 7 of this Agreement.

            "Certificate Purchase Agreement" means the Certificate Purchase
Agreement, dated December 13, 2006, between Depositor and the Initial Purchaser.

            "Certificates" means the Credit Suisse First Boston Mortgage
Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2006-C5,
issued in multiple classes.

            "Closing" has the meaning set forth in Section 2 of this Agreement.

            "Closing Date" means December 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.

            "Column Indemnification Agreement" means that certain
indemnification agreement, dated as of December 13, 2006, among the
Underwriters, the Initial Purchaser, Column and the Depositor.

            "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 December 2006 (or with
respect to Mortgage Loans which had closing/funding dates in December 2006, the
respective closing/funding dates of such Mortgage Loans).

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

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

            "Initial Resolution Period" has the meaning set forth 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" has the meaning set forth in Section 7 of this
Agreement.

            "Material Document Defect" has the meaning set forth 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 (subject to the proviso in Section 1 of the
Agreement).

            "Mortgage Group" has the meaning set forth in Section 7 of this
Agreement.

            "Mortgage Loan" and "Mortgage Loans" have the respective meanings
set forth 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" has the meaning set forth in Recital II of
this Agreement.

            "Offering Circular" means the confidential offering circular dated
December 13, 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
December 1, 2006, among the Master Servicer, the Special Servicer, the Depositor
and the Trustee, including, without limitation, the exhibits and schedules
annexed thereto.

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

            "Prospectus" means the Prospectus, dated October 30, 2006, that is a
part of the Depositor's registration statement on Form S-3 (File No.
333-137192).

            "Prospectus Supplement" means the Prospectus Supplement, dated
December 13, 2006, relating to the Publicly Offered Certificates.

            "Publicly Offered Certificates" means the Class A-1, Class A-2,
Class A-AB, Class A-3, Class A-1-A, Class A-MFL, Class A-M, Class A-J and Class
A-SP 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 thereof.

            "Trust Fund" has the meaning set forth in Recital II of this
Agreement.

            "Underwriters" means Credit Suisse Securities (USA) LLC, KeyBanc
Capital Markets, a Division of McDonald Investments Inc., Citigroup Global
Markets Inc., Greenwich Capital Markets, Inc. and Banc of America Securities
LLC.

            "Underwriting Agreement" means the Underwriting Agreement, dated
December 13, 2006, between the Depositor and the Underwriters.

<PAGE>

                                                                     SCHEDULE II

                             MORTGAGE LOAN SCHEDULE

Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates Series 2006-C5

<TABLE>
<CAPTION>

#     Crossed   Property Name
---   -------   -----------------------------------------------
<S>   <C>       <C>
  1             Babcock & Brown FX 4
  2             Queens Multifamily Portfolio
  3             720 Fifth Avenue
  5             280 Park Avenue
  6             W New York - Union Square
  7             Waterfront Plaza
  8   A         West Covina Village Community Shopping Center
  9   A         Wells Fargo Bank Tower
 10             Best Western President
 11   B         Mira Mesa Marketplace West
 12   B         Mira Mesa Marketplace East
 13             Roger Williams
 14             Sandhill Phase I
 15             Space Park
 16             Parker Corporate Center
 17   C         NP North Park Crossing
 18   C         NP Regal Cinema
 19   C         NP Sherwood Landing & Outback Steakhouse
 20             Verio Building
 21             North Ranch Mall
 23             Somerset Square
 24             360 - 386 Fordham Rd
 25             Torrey Highlands Village Center
 27             Hotel Andra
 28             148-154 Columbus Avenue
 29             7025 Scottsdale
 30             Caribbean Isle Apartments
 31             Seven Oaks Apartments
 32             The Waters Building
 33             Legacy at Friendly Manor
 34             The Mansfield Hotel
 36             Canyon Oaks Apartments
 37             Haggar Corporate Headquarters
 39             Jeronimo Center
 40             Canebrake Apartments
 41             Union Hills Square
 42   D         Concourse 100
 43   D         Concourse 800
 44             Akers Center
 45             Parkway Plaza
 46             400 West 14th Street
 47             Chidlaw Industrial WH (Refi)
 48             McClintock Fountains
 49             Summit Center Marketplace
 50             Burwick Farms Apartment Homes
 51             Lake Point Business Center
 52             Avalon Park Town Center Phase II
 53             Harvest Plaza
 54             Woodbridge Villas Apartments
 55             Legacy Apartments
 56             Smoketree Apartments
 57             MacArthur Park Apartments
 59             Gateway Plaza
 60             Shoppes of Olney
 61             209 West Jackson
 62             Sprouts Center Mesa
 63             Comfort Inn & Suites Chicago
 64             163-18 Jamaica Avenue
 65             Country Inn & Suites Denver
 66             2500 West Bradley
 67             Kennestone Physicians Center Phase II
 69             Catalina Mission Apartments
 70             Publix Market Square Haile Village
 71             Sunbreeze Apartments
 73             Roswell Summit
 74             Hilton Garden Inn Plymouth
 76             Hilton Garden Inn Columbus/Polaris
 77             Brentwood Retail Center
 78             Holiday Inn Express - Long Island City
 79             Beacon Ridge Tower
 80             Holiday Inn Select Dallas
 81             Gardens of Canal Park Apartments
 82             Observation Point Apartments
 83             Heald Business College
 84             Southgate Business Center I
 85             Palladium at Deep River
 87             Brandon Walk Apartments
 88             Best Western Mill River Manor
 89             Heartland Ridge Apartments
 90   E         Safeland Storage I
 91   E         Safeland Storage II
 92             Woodcrest Apartments
 93             The Promenade at Jones Bridge
 94             Staybridge Suites Chattanooga
 95             Market Place & Pointe South
 96             Towne Oaks Apartments (PARENT)
 97             Commerce Plaza I
 98             Satyr Hill Shopping Center
 99             Sprouts Center Glendale
100             Las Brisas Apartments
101             6400 Powers Ferry Landing
102             The Cottages on Elm
103             Destination Ramon
104             Grocery Outlet Portfolio
105             Arbors of Perrysburg
106             360 White Plains - Parent
107             Lincoln Plaza
108             North 41 Plaza
109             Holiday Inn Express Brandon
110             Dublin Village
111             Shady Oaks Apartments
112             Hillside Center
113             Holiday Inn Express Austin
114             Holiday Inn Express Easton
115             507, 515, 517 West 171st Street
116             Park Avenue Plaza
117             Country Inn & Suites Mankato
118             Brookstone Apartments
120             Lakeside Apartments
123             Courtyard by Marriott Layton
124             Holiday Inn Express Frackville
125             Westwood Fountains Apartments
126             Irwin Union Bank
127             Americana Park Mobile Home Park
132             Cortez West Shopping Center
133             Marketplace North II
134             Tower Station
136             Fairfield Inn & Suites Muskegon Norton Shores
137             Summerfield Shopping Center
138             150 West 140th Street
139             Ashton Park
141             Dorsey Business Center III
142             Preston Walk II
143             Holiday Inn Express Centerville
144             Holiday Inn Express St. Joseph, MI
145             Brookside Apartments
146             The Concourse
147             Hampton Inn Muskegon
148             Melrose Manor
149             Bazaar 280 Retail Center
150             Trinity Commons
151             Orlando North Service Center
152             Hidden Acres Apts Phase II
153             Southport Plaza
155             Johnson's Mobile Home Park & Marshwood Estates
156             Poplar Hill Medical Center
157             Shoppes at 521
158             15477 Ventura
159             96th & Madison
160             Ford City Office Plaza
161             Bradford Crossing
162             Country Club Marketplace
163             115 Park Street
164             Towne Crest Village
165             TownePlace Suites East Lansing
166             Ridgeview Marketplace
167             Chambers Ridge Apartments
168             Shops at West Pointe
169             Sheldon Plaza Shopping Center
170             Kennedy's Landing
171             Walgreens Festus
172             Four Gateway Plaza
173             Shannon Square
174             Claim Jumper at Deer Valley Towne Center
175             Hampton Inn Hinesville
176             Hampton Inn Sumter
177             StarKey Self Storage
178             Hampton Inn Johnson City
179             Mobile Home Terrace
180             Holiday Inn Express Hotel & Suites Morehead
181             Stonecrest Promenade
182             St. Germain Apartments
183             Corpus Christi Self Storage
184             Carlsbad Airport Center
185             SY Venture II
186             BV Properties Temecula
187             Pinegate Shopping Center
188             Royalgate and Timberwood Apartments
189             208 W. 4th Street
190             Ward Circle Retail
191             Shoppes at Pittsburgh Mills (2)
192             Valle Verde Pad #1
193             Remax office
194             Bartlett Square Retail Center
195             Federal Express Building
196             Old Town Plaza
197             Shoppes at Armenia
198             Metro Plaza
199             Lodge Apartments
200             Mill Ohm Building
201             Cornerstone Plaza
202             Elmsley Square
203             Madison Commons
204             485 Kings Highway
205             Comfort Suites Goldsboro
206             Town Place Square Pad C
207             Tomball Plaza
208             Terrace Eateries
209             Oaklandon Plaza
210             Spencer Square Apartments
212             Holiday Inn Express Hotel & Suites Laurinburg
213             Pinnacle Park Shops
214             Watkins Plaza
215             Camp Creek Shopping Center
216             Albemarle Shops
217             Adams and Tabor Shopping Center 2
218             MeadowPointe Office Park
219             Gramercy Park Townhomes
220             Fairway Center
221             11969 Jefferson Avenue
222             Pleasant Valley Plaza
223             Mallard Park Apartments
224             Greenbriar Apartments
225             1st & Maple Office Building
226             3032 Nostrand Avenue
227             Arlington Shops
228             Wesleigh Run Apartments
229             Summerwinds
230             CVS Fort Worth
231             College Oaks Apartments
232             Preston Walk I
233             Sunshine Village Mobile Home Park
234             Lakeridge Shopping Center
235             Shoppes of Ocala
236             Eden Gate Shops
237             JJ's Plaza
238             State Street Plaza
239             Del Amo Metro
240             Dowlen St. Retail Center
241             1310 Liberty Plaza
242             Fairfield Inn Okemos
243             Lafayette Gardens
244             Fawndale Apartments
245             Paseo Medical Center
246             Country Village Apartments
247             Camelback Retail 2
248             Brandon Square
249             Lantern Square
250   F         Mason Office Showroom
251   F         Beckett Showroom II
252             Northside Garden Apartments
253             Winding Creek Apartments
254             Wards Corner Shops
255             Woodsedge Plaza
256             3104 Edloe Office Building
257             Brookhollow Atrium
258             Gresham Court Apartments
259             Holiday Inn Express Plymouth
260             Plymouth Mobile Manor
261             Brighton Apartments
262             Jones Valley Station
263             Willow Glen Shopping Center
264             Lexington Retail Center
265             Madisonville Plaza
266             Ambulatory Care Center
267             Ruby Mobile Home Park Portfolio
268             Akron Student Housing Portfolio
269             Village Commons IV
271             Elsea Mobile Home Park
272             Hillcrest Apartments
273             Greenwood Pointe Shoppes
274             Morgan Road Station
275             Plaza Alondra Apartments
276             Northglen Village Shops
277             Warrenton Office
278             Leeds Station
279             San Fernando Road Industrial
280             McKinney Square Retail Strip
281             Railway Plaza
282             Strawberry Hill Apartments
283             Vance Jackson Self Storages (2)
284             Little Five Points Retail
285             Fountain Center
286             Town Manor Apartments
287             Greenhill Estates Mobile Home Park
288             Applebee's Ground Lease - Joliet, IL
289             Village Retail
290             Plaza at Flowery Branch
291             197 Main Street
292             Crossview Plaza
293             Applebee's Ground Lease - Arlington Heights, IL
294             Mazzei Blair
295             1435 Upper Front Street
296             Family Dollar Center
297             34 East Main Street
298             Lombardy Plaza
299             PNC Bank Cold Spring
300             Robbinsdale Retail Shop
301             Springville Mobile Home Park
302             Layton Market
303             1849 Kingwood Office Building
304             98-20 Metropolitan Ave

<CAPTION>

#     Address
---   ---------------------------------------------------------------------------------------
<S>   <C>
  1
  2
  3   720 Fifth Avenue
  5   280 Park Avenue
  6   201 Park Avenue South
  7   500 Ala Moana Boulevard
  8   301-477 North Azusa Avenue
  9   100 North Barranca Street
 10   234 West 48th Street
 11   10604-10788 Westview Parkway
 12   10643-10789 Westview Parkway
 13   131 Madison Avenue
 14   418 Town Center Place
 15   1100 Space Park Drive
 16   1311 Mamaroneck Avenue
 17   4th and Range Line Road
 18   648 Market Street
 19
 20   2334 Lundy Place
 21   3815-3967 East Thousand Oaks Boulevard
 23   120-170 Glastonbury Boulevard
 24   360-386 East Fordham Road
 25   7805-7875 Highlands Village Place
 27   2000 Fourth Avenue
 28   148-156 Columbus Avenue
 29   7025 North Scottsdale Road
 30   2848 Caribbean Isle Boulevard
 31   2001 West Campbell Road
 32   161 Ottawa Avenue Northwest
 33   5402 Friendly Manor Drive
 34   12 West 44th Street
 36   1601 Royal Crest
 37   11511 Luna Road
 39   25800 Jeronimo Road and 24001 Via Fabricante
 40   8891 Sugarland Drive
 41   8110-8190 West Union Hills Drive
 42   100 Concourse Parkway
 43   800 Concourse Parkway
 44   1401-1497 East Franklin Boulevard
 45   701 Sonoma Mountain Parkway
 46   400 West 14th Street and 2936 Third Avenue
 47   2221 East Bijou Street
 48   1830-1860 East Warner Road
 49   1284-1300 Summit Avenue
 50   525 West Highland Road
 51   6200-6360 Hazeltine National Drive
 52   12000 Avalon Lakes Drive
 53   9650 Strickland Road
 54   7920 Country Club Drive
 55   6909 Custer Road
 56   3161 West Cheryl Drive
 57   812 Kinwest Parkway
 59   300 Mulberry Street
 60   3110-3140 Olney Sandy Spring Road
 61   209 West Jackson Boulevard
 62   5225 East Southern Avenue
 63   15 East Ohio Street
 64   163-18 Jamaica Avenue
 65   4343 Airport Way
 66   2500 West Bradley Place
 67   61 Witcher Street
 69   4880 East 29th Steet
 70   2755 Southwest 91st Street
 71   2395 Woodwind Trail
 73   1080 Holcomb Bridge Road
 74   14600 North Sheldon Road
 76   8535 Lyra Drive
 77   11703 and 11717 San Vicente Boulevard and 11713 Gorham Avenue
 78   3805 Hunters Point Avenue
 79   600 Beacon Parkway West
 80   2645 Lyndon B Johnson Freeway
 81   2634 East Lake Boulevard
 82   4104 South 130th East Avenue
 83   25500 Industrial Boulevard
 84   4500 Southgate Place
 85   Eastern Margin of Samet Drive, North of West Wendover Avenue
 87   901 West Brand Road
 88   173 Sunrise Highway
 89   1340-1652 Trumbull Avenue
 90   13015 Canyon Road East
 91   8625 Pacific Avenue
 92   5402 66th Street
 93   9945 Jones Bridge Road
 94   1300 Carter Street
 95   8303, 8307, 8311 and 8315 East 11th Street South, 11110 and 11145 South 82nd East Place
      and 8230 East 111th Place
 96
 97   2809 Emerywood Parkway
 98   2023-2053 East Joppa Road
 99   5665 West Bell Road
100   2749 Northaven Road
101   6400 Powers Ferry Landing
102   1000A-2066B Elm Street
103   5601 East Ramon Road
104
105   28863 Oregon Road
106
107   4545 North Lincoln Boulevard
108   119 Cobb Parkway North
109   510 Grand Regency Boulevard
110   1100 Hillcrest Parkway
111   4320 South Congress Avenue
112   2459 East Silver Springs Boulevard
113   8500 IH 35 North
114   90 Kunkle Drive
115   507, 515 and 517 West 171st Street
116   4022 and 4058 Tampa Road
117   1900 Premier Drive
118   12600 Brookglade Circle
120   2250 Marsh Lane
123   1803 Woodland Park Drive
124   958 Schuykill Mall Road
125   9430 Concourse Drive
126   1818 East College Parkway
127   45 Crestway Drive
132   6310 Cortez Road
133   14759 North Dale Mabry Highway
134   956 North Neltnor Avenue
136   1520 Mount Garfield Road
137   11317-11375 Big Bend Road
138   150 West 140th Street
139   2602 21st Street
141   6797 Deerpath Road
142   1040 and 1080 Darrington Drive
143   5655 Wilmington Pike
144   3019 Lakeshore Drive
145   2019-2123 West College Avenue
146   18501, 18611-18623 East Gale Avenue
147   1401 East Ellis Road
148   6001 Ranchester Drive
149   5361 Highway 280 South
150   7831 Mitchell Boulevard
151   6750, 6764, 6782 & 6800 North Orange Blossom Trail (U.S. Highway 441)
152   245 Brittany Lane
153   3350 West Southport Road
155
156   4037-4057 Taylor Road
157   9789 Charlotte Highway
158   15477 Ventura Boulevard
159   21 East 96th Street
160   7601 South Kostner Avenue
161   2181-2189 Old Mountain Road
162   2005 East 2700 South
163   115 Park Street Southeast
164   2081 Jonesboro Road
165   2855 Hannah Boulevard
166   5980 Stetson Hills Boulevard
167   201 Westbrook Drive
168   8403 State Highway 151
169   1502-1590 Coburg Road
170   997, 1000-1006 Kennedy's Landing
171   519 South Truman Boulevard
172   444 East Pikes Peak Avenue
173   9433, 9435, 9515 and 9525 East 51st Street
174   3063 West Agua Fria Freeway
175   1148 East Oglethorpe Highway
176   1370 Broad Street
177   8141 Highway 59 South
178   508 North State of Franklin Rd
179   1205 North Santa Fe Avenue
180   5063 Executive Drive
181   8075 Mall Parkway
182   516 South Rawlings Street
183   9705 and 9642 South Padre Island Drive
184   5817 Dryden Place
185   3808-3820 Grand Avenue
186   27250 Madison Avenue
187   4075 Pine Ridge Road
188   1702 and 1711 Gessner Road
189   208 West 4th Street
190   204 Ward Circle
191   2015 Pittsburgh Mills Boulevard
192   50 North Valle Verde Drive
193   4285 North Shiloh Drive
194   1075-1095 West Army Trail Road
195   1145 Barnett Drive
196   2470-2474 San Diego Avenue
197   2507 West Hillsborough Avenue
198   2589-2619 South Hiawassee Road
199   1771 Red Robin Road
200   4900 Mill Street and 30 Ohm Place
201   23420 Lorain Road
202   3711 Elmsley Court
203   1591 and 1593 Hughes Road
204   485 Kings Highway
205   2613 North Park Drive
206   11334 4th Street
207   28527 Highway 249
208   395 North Palm Canyon Drive
209   11703-11743 Pendleton Pike
210   3200 Federal Road
212   400 Plaza Drive
213   4396 Interstate Highway 30
214   1675 Route 9
215   3530 Camp Creek Parkway
216   723 Leonard Avenue
217   700-742 Adams Avenue
218   100-200 North Meadows Drive
219   6405 Gillespie Road
220   1628 West Hebron Parkway
221   11969 Jefferson Avenue
222   11220 North Rodney Parham Road
223   319 Oak Run Drive
224   523-547 Main Street
225   2602, 2630 and 2660 First Avenue
226   3032 Nostrand Avenue
227   11615 Highway 70
228   5495 Wesleigh Run Drive
229   4801 South Main Street
230   1201 North Beach Street
231   4831 Myrtle Avenue
232   1065 Darrington Drive
233   1234 Reynolds Road
234   6700 Main Street
235   4701 Southwest College Road
236   9158-9166 East US Highway 36
237   9350 United States Highway 192
238   1500 State Street
239   5910 Del Amo Boulevard
240   4105 North Dowlen Road
241   1310 Middle Country Road
242   2335 Woodlake Drive
243   113 Edison Street
244   8103 Grow Lane
245   6120 West Bell Road
246   110 Lakeland Road
247   4860 North Litchfield Road
248   108-120 East Brandon Boulevard
249   9780 Lantern Road
250   7550 Central Parke Boulevard
251   8100 Beckett Center Drive
252   600 Arizona Avenue
253   5071 Ooltewah Ringgold Road
254   3920 Wards Road
255   28701 Trails Edge Boulevard
256   3104 Edloe Street
257   1000 Central Parkway North
258   1030 West Franklin Street
259   840 US Highway 64 West
260   201 West McCord Avenue
261   2703 Hollywood Court
262   2030 Cecil Ashburn Drive
263   1111 North Town East Boulevard
264   115-131 Towne Center Drive
265   111 Kefauver Lane
266   5875 South Transit Road
267   35 Cotter Road, 242 Ruby Road and 2037 Route 32
268   475 Spicer Street and 375 Cross Street
269   704 South State Road 135
271
272   1516 South 27th Street
273   795 US 31 North
274   3979 Parkwood Road, Southeast
275   10144-10152 Alondra Boulevard
276   4910-4924 Northeast 81st Street
277   70 Main Street
278   1725 Ashville Road
279   3452-3462 North San Fernando Road and 3630 Tyburn Street
280   116 North Tennessee Street
281   559 Fairway Drive and 572 Weston Ridge Drive
282   1500 Strawberry Road
283
284   506 Moreland Avenue Northeast
285   501 West Redlands Boulevard
286   3022-3040 West 14th Street and 3118 West 14th Street
287   800 North Walnut Street
288   2400 West Jefferson Street
289   555 West Broadway
290   5866 Spout Springs Road
291   197 West Main Street
292   13680 Southcove Drive
293   111 East Algonquin Road
294   9B-9G Montauk Highway
295   1435-1439 Upper Front Street
296   103 Boston Road
297   34 East Main Street
298   2650 Lombardy Lane
299   300 Crossroads Boulevard
300   4180 and 4168 West Broadway
301   9200 North Street
302   1916 North 700 West
303   1849 Kingwood Drive
304   98-20 Metropolitan Avenue

<CAPTION>
                                              Zip                      Interest    Net Mortgage    Original       Cut-off
#     City                            State   Code                     Rate        Rate            Balance        Balance
---   -----------------------------   -----   ----------------------   --------    ------------    ------------   ------------
<S>   <C>                             <C>     <C>                      <C>         <C>             <C>            <C>
  1                                                                      5.5546%         5.5340%   $193,864,853   $193,864,853
  2                                                                      6.2619%         6.2413%   $192,000,000   $192,000,000
  3   New York                        NY                       10019     5.7770%         5.7564%   $165,000,000   $165,000,000
  5   New York                        NY                       10017     6.7542%         6.7335%   $140,000,000   $140,000,000
  6   New York                        NY                       10003     6.3847%         6.3641%   $115,000,000   $115,000,000
  7   Honolulu                        HI                       96813     6.2065%         6.1859%   $100,000,000   $100,000,000
  8   West Covina                     CA                       91791     6.0400%         6.0194%    $41,000,000    $41,000,000
  9   West Covina                     CA                       91791     6.0400%         6.0194%    $41,000,000    $41,000,000
 10   New York                        NY                       10036     6.4306%         6.4100%    $80,000,000    $80,000,000
 11   San Diego                       CA                       92126     5.9800%         5.9594%    $38,500,000    $38,500,000
 12   San Diego                       CA                       92126     5.9800%         5.9594%    $36,500,000    $36,500,000
 13   New York                        NY                       10016     6.3075%         6.2869%    $64,000,000    $64,000,000
 14   Columbia                        SC                       29229     5.8900%         5.8694%    $57,000,000    $57,000,000
 15   Santa Clara                     CA                       95054     5.8860%         5.8654%    $55,000,000    $55,000,000
 16   White Plains                    NY                       10605     5.6300%         5.5594%    $52,000,000    $52,000,000
 17   Joplin                          MO                       64801     6.2150%         6.1944%    $31,511,800    $31,481,698
 18   Grand Junction                  CO                       81505     6.2150%         6.1944%     $9,676,900     $9,667,656
 19                                                                      6.2150%         6.1944%     $1,811,300     $1,809,570
 20   San Jose                        CA                       95131     5.9550%         5.9344%    $40,000,000    $40,000,000
 21   Westlake Village                CA                       91362     5.9200%         5.8994%    $37,500,000    $37,500,000
 23   Glastonbury                     CT                       06033     5.6300%         5.6094%    $33,000,000    $33,000,000
 24   Bronx                           NY                       10458     5.6500%         5.6294%    $30,000,000    $30,000,000
 25   San Diego                       CA                       92129     5.9500%         5.9294%    $30,000,000    $30,000,000
 27   Seattle                         WA                       98121     6.1800%         6.1594%    $28,000,000    $28,000,000
 28   New York                        NY                       10023     6.1247%         6.1041%    $26,000,000    $26,000,000
 29   Scottsdale                      AZ                       85253     5.7700%         5.7494%    $24,500,000    $24,500,000
 30   Melbourne                       FL                       32935     6.1200%         6.0994%    $24,000,000    $24,000,000
 31   Garland                         TX                       75044     5.8900%         5.8694%    $22,020,000    $22,020,000
 32   Grand Rapids                    MI                       49503     5.9400%         5.9194%    $21,800,000    $21,800,000
 33   Greensboro                      NC                       27410     6.1000%         6.0794%    $21,550,000    $21,550,000
 34   New York                        NY                       10036     6.0500%         6.0294%    $20,000,000    $20,000,000
 36   Austin                          TX                       78741     5.9100%         5.8494%    $18,825,000    $18,825,000
 37   Farmers Branch                  TX                       75234     6.1000%         6.0794%    $18,363,000    $18,363,000
 39   Mission Viejo                   CA                       92691     5.6450%         5.6244%    $16,930,000    $16,930,000
 40   Shreveport                      LA                       71115     5.9500%         5.9294%    $16,800,000    $16,800,000
 41   Glendale                        AZ                       85308     6.2700%         6.2494%    $16,250,000    $16,250,000
 42   Hoover                          AL                       35244     5.9100%         5.8894%    $11,400,000    $11,400,000
 43   Hoover                          AL                       35244     5.9100%         5.8894%     $4,100,000     $4,100,000
 44   Gastonia                        NC                       28054     5.8300%         5.8094%    $15,400,000    $15,400,000
 45   Petaluma                        CA                       94954     5.6200%         5.5994%    $15,300,000    $15,300,000
 46   New York                        NY                       10014     5.7800%         5.7594%    $15,000,000    $15,000,000
 47   Colorado Springs                CO                       80909     6.0000%         5.9794%    $14,300,000    $14,285,764
 48   Tempe                           AZ                       85284     6.0300%         6.0094%    $15,455,000    $15,455,000
 49   Oconomowoc                      WI                       53066     6.2200%         6.1594%    $13,800,000    $13,800,000
 50   Howell                          MI                       48843     5.6700%         5.6494%    $13,680,000    $13,680,000
 51   Orlando                         FL                       32822     5.8200%         5.7994%    $13,600,000    $13,600,000
 52   Orlando                         FL                       32828     6.0900%         6.0694%    $13,500,000    $13,500,000
 53   Raleigh                         NC                       27615     6.1300%         6.1094%    $13,475,000    $13,475,000
 54   Sachse                          TX                       75048     6.2300%         6.2094%    $13,400,000    $13,400,000
 55   Plano                           TX                       75023     5.9200%         5.8994%    $13,250,000    $13,250,000
 56   Phoenix                         AZ                       85051     6.0600%         6.0394%    $13,050,000    $13,050,000
 57   Irving                          TX                       75063     6.2700%         6.2294%    $12,865,000    $12,865,000
 59   Macon                           GA                       31201     6.0200%         5.9994%    $12,600,000    $12,600,000
 60   Olney                           MD                       20832     5.8800%         5.8594%    $12,150,000    $12,150,000
 61   Chicago                         IL                       60606     6.0300%         5.9994%    $12,000,000    $12,000,000
 62   Mesa                            AZ                       85206     5.9800%         5.9594%    $12,000,000    $12,000,000
 63   Chicago                         IL                       60611     6.3700%         6.3494%    $12,000,000    $11,969,342
 64   Jamaica                         NY                       11432     6.1475%         6.1269%    $11,750,000    $11,750,000
 65   Denver                          CO                       80239     6.2300%         6.2094%    $11,700,000    $11,676,102
 66   Chicago                         IL                       60618     6.5000%         6.4794%    $11,500,000    $11,481,239
 67   Marietta                        GA                       30060     6.1500%         6.1294%    $11,300,000    $11,300,000
 69   Tucson                          AZ                       85711     5.8200%         5.7994%    $11,050,000    $11,050,000
 70   Gainesville                     FL                       32608     6.0600%         6.0394%    $11,000,000    $11,000,000
 71   Melbourne                       FL                       32935     6.5100%         6.4894%    $11,000,000    $10,955,883
 73   Roswell                         GA                       30076     6.3800%         6.3594%    $10,875,000    $10,875,000
 74   Plymouth                        MI                       48170     6.2500%         6.2294%    $10,550,000    $10,535,353
 76   Columbus                        OH                       43240     6.1500%         6.1294%    $10,300,000    $10,300,000
 77   Los Angeles                     CA                       90049     5.8500%         5.7994%    $10,000,000    $10,000,000
 78   Long Island City                NY                       11101     6.4000%         6.3794%    $10,000,000     $9,960,876
 79   Birmingham                      AL                       35209     5.9100%         5.8894%     $9,750,000     $9,750,000
 80   Farmers Branch                  TX                       75234     6.3500%         6.3294%     $9,750,000     $9,733,532
 81   Robinsonville                   MS                       38664     5.7900%         5.7694%     $9,524,000     $9,524,000
 82   Tulsa                           OK                       74134     6.3200%         6.2994%     $9,400,000     $9,400,000
 83   Hayward                         CA                       94545     5.9000%         5.8394%     $9,400,000     $9,390,462
 84   Chantilly                       VA                       20151     6.2600%         6.2394%     $9,270,000     $9,237,864
 85   High Point                      NC                       27265     6.2100%         6.1894%     $9,200,000     $9,200,000
 87   Garland                         TX                       75040     6.2700%         6.2294%     $9,135,000     $9,135,000
 88   Rockville Centre                NY                       11570     6.5500%         6.5294%     $9,000,000     $8,955,214
 89   Normal                          IL                       61761     6.1800%         6.1494%     $8,840,000     $8,840,000
 90   Puyallup                        WA                       98373     6.1500%         6.1294%     $4,500,000     $4,500,000
 91   Tacoma                          WA                       98444     6.1500%         6.1294%     $4,100,000     $4,100,000
 92   Lubbock                         TX                       79424     6.0800%         6.0594%     $8,600,000     $8,600,000
 93   Alpharetta                      GA                       30022     5.9700%         5.9494%     $8,600,000     $8,568,178
 94   Chattanooga                     TN                       37402     6.4400%         6.4194%     $8,550,000     $8,516,775
 95   Bixby                           OK                       74008     6.3400%         6.3094%     $8,443,800     $8,443,800
 96                                                                      6.1100%         6.0894%     $8,080,000     $8,080,000
 97   Richmond                        VA                       23294     5.9650%         5.9444%     $8,000,000     $8,000,000
 98   Parkville                       MD                       21234     5.7400%         5.7194%     $7,940,000     $7,940,000
 99   Glendale                        AZ                       85308     6.1000%         6.0794%     $7,850,000     $7,850,000
100   Dallas                          TX                       75229     6.0500%         6.0294%     $7,825,000     $7,825,000
101   Atlanta                         GA                       30339     6.2800%         6.2594%     $7,600,000     $7,600,000
102   Fayetteville                    NC                       28303     6.1600%         6.1394%     $7,600,000     $7,600,000
103   Palm Springs                    CA                       92264     5.5400%         5.5194%     $7,500,000     $7,500,000
104                                                                      6.1300%         6.1094%     $7,500,000     $7,500,000
105   Perrysburg                      OH                       43551     6.2000%         6.1794%     $7,400,000     $7,400,000
106                                                                      6.4700%         6.4494%     $7,300,000     $7,281,297
107   Oklahoma City                   OK                       73105     6.0700%         6.0494%     $7,000,000     $7,000,000
108   Marietta                        GA                       30062     6.0100%         5.9894%     $7,000,000     $7,000,000
109   Brandon                         FL                       33510     5.9400%         5.9194%     $7,000,000     $6,987,028
110   Dublin                          GA                       31021     5.7800%         5.7594%     $6,800,000     $6,800,000
111   Austin                          TX                       78745     6.1500%         6.0994%     $6,800,000     $6,800,000
112   Ocala                           FL                       34470     6.3000%         6.2794%     $6,660,000     $6,660,000
113   Austin                          TX                       78753     6.1300%         6.1094%     $6,640,000     $6,630,609
114   Easton                          PA                       18045     6.2500%         6.2294%     $6,600,000     $6,582,778
115   New York                        NY                       10032     5.7500%         5.7294%     $6,500,000     $6,500,000
116   Oldsmar                         FL                       34677     6.2700%         6.2494%     $6,500,000     $6,500,000
117   Mankato                         MN                       56001     6.2300%         6.2094%     $6,500,000     $6,486,723
118   Houston                         TX                       77099     6.1440%         6.0934%     $6,400,000     $6,400,000
120   Carrollton                      TX                       75006     6.1200%         6.0994%     $6,150,000     $6,150,000
123   Layton                          UT                       84041     6.1000%         6.0794%     $6,000,000     $5,989,273
124   Frackville                      PA                       17931     6.2500%         6.2294%     $6,000,000     $5,984,343
125   Houston                         TX                       77036     5.7500%         5.7294%     $5,900,000     $5,900,000
126   Carson City                     NV                       89706     6.3400%         6.3194%     $5,700,000     $5,700,000
127   Chester                         VA                       23831     5.8450%         5.8244%     $5,650,000     $5,650,000
132   Bradenton                       FL                       34210     6.2400%         6.2194%     $5,300,000     $5,300,000
133   Tampa                           FL                       33618     6.1500%         6.1294%     $5,300,000     $5,300,000
134   West Chicago                    IL                       60185     6.2600%         6.2394%     $5,200,000     $5,200,000
136   Norton Shores                   MI                       49444     6.2500%         6.2294%     $5,100,000     $5,092,919
137   Riverview                       FL                       33569     6.2200%         6.1994%     $5,022,000     $5,022,000
138   New York                        NY                       10030     5.7900%         5.7694%     $5,000,000     $5,000,000
139   Texas City                      TX                       77590     5.7900%         5.7694%     $5,000,000     $5,000,000
141   Elkridge                        MD                       21075     6.2900%         6.2694%     $4,870,000     $4,853,232
142   Cary                            NC                       27513     6.0500%         6.0294%     $4,815,000     $4,815,000
143   Centerville                     OH                       45459     6.2650%         6.2444%     $4,800,000     $4,793,351
144   St. Joseph                      MI                       49085     6.2500%         6.2294%     $4,750,000     $4,750,000
145   Bozeman                         MT                       59718     6.3100%         6.2894%     $4,740,000     $4,740,000
146   City of Industry                CA                       91748     6.2400%         6.2194%     $4,680,000     $4,680,000
147   Muskegon                        MI                       49444     6.2500%         6.2294%     $4,600,000     $4,593,614
148   Houston                         TX                       77036     5.8300%         5.8094%     $4,400,000     $4,400,000
149   Birmingham                      AL                       35242     6.0200%         5.9994%     $4,375,000     $4,367,036
150   New Port Richey                 FL                       34655     6.0200%         5.9994%     $4,300,000     $4,300,000
151   Orlando                         FL                       32810     5.8500%         5.8294%     $4,225,000     $4,225,000
152   Elyria                          OH                       44035     6.1100%         6.0894%     $4,200,000     $4,200,000
153   Kissimmee                       FL                       34746     6.0900%         6.0294%     $4,200,000     $4,200,000
155                                                                      6.4900%         6.4694%     $4,205,000     $4,191,172
156   Chesapeake                      VA                       23321     6.3700%         6.3494%     $4,150,000     $4,135,970
157   Fort Mill                       SC                       29715     6.5000%         6.4094%     $4,083,000     $4,083,000
158   Sherman Oaks                    CA                       91403     6.0500%         6.0294%     $4,050,000     $4,050,000
159   New York                        NY                       10128     6.1500%         6.1294%     $4,000,000     $4,000,000
160   Chicago                         IL                       60652     6.0950%         6.0644%     $4,000,000     $4,000,000
161   Statesville                     NC                       28625     5.8600%         5.8394%     $4,000,000     $3,992,455
162   Salt Lake City                  UT                       84109     6.2400%         6.2194%     $3,920,000     $3,920,000
163   Vienna                          VA                       22180     6.1900%         6.1694%     $3,900,000     $3,900,000
164   McDonough                       GA                       30253     6.2600%         6.2394%     $3,905,000     $3,898,267
165   East Lansing                    MI                       48823     6.3500%         6.3294%     $3,850,000     $3,844,737
166   Colorado Springs                CO                       80922     6.0600%         6.0394%     $3,840,000     $3,840,000
167   Carrboro                        NC                       27510     6.2500%         6.2294%     $3,800,000     $3,800,000
168   San Antonio                     TX                       78245     5.9700%         5.9494%     $3,775,000     $3,775,000
169   Eugene                          OR                       97401     5.8800%         5.8594%     $3,750,000     $3,750,000
170   Cincinnati                      OH                       45245     6.0000%         5.9794%     $3,750,000     $3,746,267
171   Festus                          MO                       63028     6.1900%         6.1694%     $3,731,000     $3,720,845
172   Colorado Springs                CO                       80903     5.8900%         5.8294%     $3,720,000     $3,720,000
173   Tulsa                           OK                       74145     6.2200%         6.1594%     $3,654,000     $3,654,000
174   Phoenix                         AZ                       85027     6.2500%         6.2294%     $3,650,000     $3,650,000
175   Hinesville                      GA                       31313     6.5000%         6.4794%     $3,600,000     $3,595,193
176   Sumter                          SC                       29150     6.2000%         6.1794%     $3,600,000     $3,594,963
177   Foley                           AL                       36535     6.2600%         6.2394%     $3,600,000     $3,587,520
178   Johnson City                    TN                       37604     6.0900%         6.0694%     $3,600,000     $3,585,163
179   Vista                           CA                       92084     5.9500%         5.9294%     $3,600,000     $3,584,884
180   Morehead City                   NC                       28557     6.4100%         6.3894%     $3,540,000     $3,526,173
181   Lithonia                        GA                       30038     6.3100%         6.2894%     $3,530,000     $3,517,901
182   Carbondale                      IL                       62901     5.9200%         5.8994%     $3,499,999     $3,499,999
183   Corpus Christi                  TX                       78418     6.2200%         6.1994%     $3,500,000     $3,493,910
184   Carlsbad                        CA                       92008     6.1400%         6.1194%     $3,499,999     $3,493,798
185   Chino                           CA                       91710     6.4200%         6.3994%     $3,499,999     $3,490,934
186   Temecula                        CA                       92590     6.0300%         5.9694%     $3,500,000     $3,490,143
187   Naples                          FL                       34119     6.4000%         6.3794%     $3,475,000     $3,475,000
188   Houston                         TX                       77080     5.7350%         5.7144%     $3,450,000     $3,450,000
189   Austin                          TX                       78701     6.0800%         5.9994%     $3,440,000     $3,440,000
190   Brentwood                       TN                       37027     6.2000%         6.1794%     $3,400,000     $3,400,000
191   Tarentum                        PA                       15084     5.4900%         5.4294%     $3,400,000     $3,368,458
192   Henderson                       NV                       89074     6.3200%         6.2994%     $3,300,000     $3,294,388
193   Fayetteville                    AR                       72703     6.2500%         6.2294%     $3,300,000     $3,294,297
194   Bartlett                        IL                       60103     5.7500%         5.7194%     $3,250,000     $3,250,000
195   Lake Worth                      FL                       33461     5.7500%         5.7294%     $3,250,000     $3,250,000
196   San Diego                       CA                       92110     6.1000%         6.0794%     $3,200,000     $3,200,000
197   Tampa                           FL                       33614     6.1700%         6.1494%     $3,200,000     $3,194,369
198   Orlando                         FL                       32835     6.0000%         5.9794%     $3,150,000     $3,150,000
199   Columbus                        OH                       43229     6.2400%         6.2194%     $3,110,000     $3,110,000
200   Reno                            NV                       89502     6.2500%         6.2294%     $3,082,000     $3,082,000
201   North Olmsted                   OH                       44070     6.2300%         6.1594%     $3,000,000     $3,000,000
202   Greensboro                      NC                       27406     5.7700%         5.7494%     $3,000,000     $3,000,000
203   Madison                         AL                       35758     5.8700%         5.8494%     $3,000,000     $3,000,000
204   Brooklyn                        NY                       11223     5.7600%         5.7394%     $3,000,000     $3,000,000
205   Goldsboro                       NC                       27534     6.4100%         6.3894%     $2,995,000     $2,983,302
206   Rancho Cucamonga                CA                       91730     5.9400%         5.9194%     $2,950,000     $2,944,533
207   Tomball                         TX                       77375     5.9700%         5.9394%     $2,925,000     $2,925,000
208   Palm Springs                    CA                       92262     5.8100%         5.7894%     $2,900,000     $2,900,000
209   Indianapolis                    IN                       46236     5.8800%         5.8594%     $2,850,000     $2,850,000
210   Pasadena                        TX                       77504     6.2400%         6.2194%     $2,800,000     $2,792,460
212   Laurinburg                      NC                       28352     6.4100%         6.3894%     $2,760,000     $2,749,220
213   Dallas                          TX                       75211     5.7000%         5.6794%     $2,747,500     $2,747,500
214   Clifton park                    NY                       12065     6.3800%         6.3594%     $2,750,000     $2,747,455
215   East Point                      GA                       30344     6.1400%         6.1194%     $2,725,000     $2,725,000
216   Albemarle                       NC                       28001     5.8400%         5.8194%     $2,720,000     $2,714,846
217   Philadelphia                    PA                       19124     6.7300%         6.7094%     $2,725,000     $2,714,640
218   Wexford                         PA                       15090     6.0000%         5.9294%     $2,700,000     $2,700,000
219   Memphis                         TN                       38134     5.8600%         5.8394%     $2,700,000     $2,700,000
220   Carrollton                      TX                       75010     6.0000%         5.9794%     $2,700,000     $2,692,348
221   Newport News                    VA                       23606     6.5100%         6.4894%     $2,700,000     $2,691,162
222   Little Rock                     AR                       72212     6.3300%         6.3094%     $2,700,000     $2,690,788
223   Raleigh                         NC                       27606     6.0000%         5.9794%     $2,680,000     $2,680,000
224   Grafton                         OH                       44044     5.9000%         5.8394%     $2,625,000     $2,625,000
225   San Diego                       CA                       92103     5.7200%         5.6994%     $2,600,000     $2,600,000
226   Brooklyn                        NY                       11229     5.6700%         5.6494%     $2,600,000     $2,600,000
227   Arlington                       TN                       38002     5.9000%         5.8794%     $2,600,000     $2,600,000
228   Columbus                        OH                       43228     6.0000%         5.9794%     $2,600,000     $2,600,000
229   Mesilla Park                    NM                       88047     6.5000%         6.4794%     $2,600,000     $2,597,650
230   Fort Worth                      TX                       76111     5.8400%         5.8194%     $2,560,000     $2,557,373
231   Sacramento                      CA                       95841     5.9600%         5.9394%     $2,550,000     $2,550,000
232   Cary                            NC                       27513     6.0000%         5.9794%     $2,525,000     $2,525,000
233   Lakeland                        FL                       33801     6.3000%         6.2794%     $2,500,000     $2,497,651
234   The Colony                      TX                       75056     6.3600%         6.3394%     $2,500,000     $2,491,529
235   Ocala                           FL                       34474     6.0200%         5.9994%     $2,475,000     $2,475,000
236   Avon                            IN                       46123     6.2300%         6.2094%     $2,450,000     $2,428,830
237   Clermont                        FL                       34714     6.4300%         6.4094%     $2,400,000     $2,397,801
238   Racine                          WI                       53404     6.3300%         6.3094%     $2,350,000     $2,350,000
239   Lakewood                        CA                       90713     6.3500%         6.3294%     $2,338,000     $2,338,000
240   Beaumont                        TX                       77706     6.4100%         6.3894%     $2,313,000     $2,305,252
241   Selden                          NY                       11784     6.5300%         6.5094%     $2,300,000     $2,297,933
242   Okemos                          MI                       48864     6.2500%         6.2294%     $2,300,000     $2,296,807
243   Wilkes-Barre                    PA                       18702     6.1500%         6.1294%     $2,300,000     $2,293,686
244   Houston                         TX                       77040     6.5300%         6.5094%     $2,270,000     $2,260,940
245   Glendale                        AZ                       85308     6.3200%         6.2994%     $2,260,000     $2,256,157
246   Morton                          IL                       61550     6.1800%         6.1594%     $2,260,000     $2,252,022
247   Litchfield                      AZ                       85340     5.7600%         5.7394%     $2,250,000     $2,250,000
248   Brandon                         FL                       33511     6.3600%         6.3394%     $2,200,000     $2,200,000
249   Fishers                         IN                       46037     6.0500%         6.0294%     $2,200,000     $2,196,022
250   Mason                           OH                       45040     6.3600%         6.2994%     $1,150,000     $1,146,982
251   West Chester                    OH                       45069     6.3600%         6.2994%     $1,050,000     $1,047,245
252   Warner Robbins                  GA                       31093     6.1300%         6.1094%     $2,200,000     $2,192,146
253   Collegedale                     TN                       37363     6.0600%         6.0394%     $2,175,000     $2,168,914
254   Lynchburg                       VA                       24502     6.0500%         6.0294%     $2,160,000     $2,160,000
255   Bonita Springs                  FL                       34134     6.2500%         6.2294%     $2,150,000     $2,150,000
256   Houston                         TX                       77027     6.2400%         6.2194%     $2,150,000     $2,150,000
257   San Antonio                     TX                       78232     5.9200%         5.8994%     $2,150,000     $2,150,000
258   Richmond                        VA                       23220     6.0000%         5.8644%     $2,150,000     $2,150,000
259   Plymouth                        NC                       27962     6.4100%         6.3894%     $2,140,000     $2,131,642
260   Bakersfield                     CA                       93308     5.6800%         5.6594%     $2,075,000     $2,056,529
261   Reading                         PA                       19606     5.9400%         5.9194%     $2,062,000     $2,046,478
262   Huntsville                      AL                       35802     6.0200%         5.9994%     $2,025,000     $2,021,314
263   Mesquite                        TX                       75150     6.2500%         6.2294%     $2,023,000     $2,010,779
264   Lexington                       KY                       40511     6.4100%         6.3894%     $2,000,000     $1,996,668
265   Madisonville                    TN                       37354     6.3600%         6.3394%     $1,975,000     $1,975,000
266   Lockport                        NY                       14094     6.2100%         6.1894%     $1,925,000     $1,919,783
267   Highland, Kingston and Modena   NY      12528, 12401 and 12548     6.2200%         6.1994%     $1,900,000     $1,900,000
268   Akron                           OH                       44311     6.0000%         5.9794%     $1,900,000     $1,900,000
269   Greenwood                       IN                       46143     6.3900%         6.3694%     $1,900,000     $1,900,000
271                                                                      6.0300%         6.0094%     $1,850,000     $1,848,169
272   Nederland                       TX                       77627     6.4000%         6.3794%     $1,840,000     $1,840,000
273   Greenwood                       IN                       46142     6.3900%         6.3694%     $1,800,000     $1,800,000
274   Bessemer                        AL                       35022     6.0200%         5.9994%     $1,800,000     $1,796,723
275   Bellflower                      CA                       90706     5.8900%         5.8694%     $1,750,000     $1,746,721
276   Kansas City                     MO                       64119     6.2000%         6.1794%     $1,745,000     $1,740,261
277   Warrenton                       VA                       20186     6.0000%         5.9794%     $1,710,000     $1,708,298
278   Leeds                           AL                       35094     6.0200%         5.9994%     $1,650,000     $1,646,996
279   Los Angeles                     CA                       90065     6.1100%         6.0894%     $1,625,000     $1,625,000
280   McKinney                        TX                       75069     6.1500%         6.1294%     $1,624,000     $1,624,000
281   Naperville                      IL                       60563     6.1500%         6.1294%     $1,600,000     $1,600,000
282   Pasadena                        TX                       77502     6.2400%         6.2194%     $1,550,000     $1,545,826
283                                                                      6.9800%         6.9594%     $1,537,500     $1,532,007
284   Atlanta                         GA                       30307     6.1700%         6.1494%     $1,450,000     $1,450,000
285   Redlands                        CA                       92373     6.5000%         6.4794%     $1,410,000     $1,410,000
286   Cleveland                       OH                       44109     5.8500%         5.8294%     $1,400,000     $1,400,000
287   Roanoke                         TX                       76262     6.1000%         6.0794%     $1,400,000     $1,398,633
288   Joliet                          IL                       60435     5.9800%         5.9494%     $1,300,000     $1,300,000
289   Forest Lake                     MN                       55025     6.4000%         6.3794%     $1,300,000     $1,294,647
290   Flowery Branch                  GA                       30542     6.2500%         6.2294%     $1,200,000     $1,198,861
291   Sayville                        NY                       11782     6.1600%         6.1394%     $1,160,000     $1,160,000
292   Sterling Heights                MI                       48313     6.0200%         5.9994%     $1,150,000     $1,148,860
293   Arlington Heights               IL                       60005     5.9800%         5.9494%     $1,020,000     $1,020,000
294   Blue Point                      NY                       11715     6.6000%         6.5794%     $1,000,000       $995,164
295   Binghamton                      NY                       13901     6.5400%         6.5194%       $990,000       $990,000
296   Edgewater                       FL                       32141     6.6500%         6.6294%       $975,000       $974,144
297   Freehold                        NJ                       07728     6.5100%         6.4894%       $934,000       $933,157
298   Dallas                          TX                       75220     6.3000%         6.2794%       $930,000       $929,126
299   Cold Spring                     KY                       41076     6.1900%         6.1694%       $865,000       $864,170
300   Robbinsdale                     MN                       55422     6.2900%         6.2694%       $785,000       $783,656
301   Concord                         NY                       14141     6.2700%         6.2494%       $750,000       $747,993
302   Layton                          UT                       84041     6.7800%         6.7594%       $640,000       $639,023
303   Houston                         TX                       77339     6.5500%         6.5294%       $500,000       $500,000
304   Forest Hills                    NY                       11375     6.2200%         6.1994%       $500,000       $499,130

<CAPTION>
                                                                                           Units/
      Rem.                                   Orig            Rem.                          Sq. Ft./
      Term to      Maturity                  Amort.          Amort.          Monthly       Rooms/        Interest Calculation
#     Maturity     Date         ARD          Term            Term            Payment       Pads          (30/360 / Actual/360)
---   ----------   ----------   ----------   -------------   -------------   -----------   -----------   ---------------------
<S>   <C>          <C>          <C>          <C>             <C>             <C>           <C>           <C>
  1          109   1/11/2016    N/A                    364             364    $1,103,135                 Actual/360
  2           84   12/11/2013   N/A          Interest Only   Interest Only    $1,015,822                 Actual/360
  3          119   11/11/2016   N/A          Interest Only   Interest Only      $805,370       121,108   Actual/360
  5          114   6/11/2016    N/A                    360             360      $902,169     1,206,807   Actual/360
  6           58   10/11/2011   N/A          Interest Only   Interest Only      $620,368           270   Actual/360
  7          118   10/11/2016   N/A          Interest Only   Interest Only      $524,393       521,683   Actual/360
  8          120   12/11/2016   N/A                    360             360      $246,871       229,324   Actual/360
  9          120   12/11/2016   N/A                    360             360      $246,871       215,189   Actual/360
 10          116   8/11/2016    N/A                    360             360      $494,015           334   Actual/360
 11          118   10/11/2016   N/A          Interest Only   Interest Only      $194,523       214,678   Actual/360
 12          118   10/11/2016   N/A          Interest Only   Interest Only      $184,418       249,060   Actual/360
 13          116   8/11/2016    N/A                    300             300      $424,466           192   Actual/360
 14          119   11/11/2016   N/A          Interest Only   Interest Only      $283,661       294,952   Actual/360
 15          120   12/11/2016   N/A                    360             360      $325,733       163,358   Actual/360
 16           61   1/11/2012    N/A          Interest Only   Interest Only      $247,355       317,016   Actual/360
 17          119   11/11/2036   11/11/2016             360             359      $193,307       200,910   Actual/360
 18          119   11/11/2036   11/11/2016             360             359       $59,362        50,136   Actual/360
 19          119   11/11/2036   11/11/2016             360             359       $11,111                 Actual/360
 20          119   11/11/2016   N/A                    360             360      $238,664       130,752   Actual/360
 21          116   8/11/2016    N/A          Interest Only   Interest Only      $187,569       185,083   Actual/360
 23          119   11/11/2016   N/A          Interest Only   Interest Only      $156,975       113,412   Actual/360
 24          121   1/11/2017    N/A                    360             360      $173,171        46,480   Actual/360
 25          120   12/11/2016   N/A          Interest Only   Interest Only      $150,816        89,990   Actual/360
 27          117   9/11/2016    N/A                    360             360      $171,128           119   Actual/360
 28          117   9/11/2016    N/A          Interest Only   Interest Only      $134,545            44   Actual/360
 29           82   10/11/2013   N/A          Interest Only   Interest Only      $119,440        91,148   Actual/360
 30          116   8/11/2016    N/A                    360             360      $145,749           376   Actual/360
 31          119   11/11/2016   N/A                    360             360      $130,468           308   Actual/360
 32          118   10/11/2016   N/A                    360             360      $129,862       286,170   Actual/360
 33          116   8/11/2016    N/A                    360             360      $130,592           308   Actual/360
 34          119   11/11/2016   N/A                    360             360      $120,554           124   Actual/360
 36           81   9/11/2013    N/A                    360             360      $111,778           562   Actual/360
 37          115   7/11/2016    N/A          Interest Only   Interest Only       $94,642       180,507   Actual/360
 39          120   12/11/2016   N/A                    360             360       $97,673        85,224   Actual/360
 40          117   9/11/2016    N/A                    360             360      $100,185           200   Actual/360
 41          119   11/11/2016   N/A                    360             360      $100,266        52,240   Actual/360
 42          119   11/11/2016   N/A                    360             360       $67,691       125,597   Actual/360
 43          119   11/11/2016   N/A                    360             360       $24,345        45,857   Actual/360
 44          121   1/11/2017    N/A                    360             360       $90,654       240,737   Actual/360
 45          119   11/11/2016   N/A                    360             360       $88,027        79,512   Actual/360
 46          119   11/11/2016   N/A          Interest Only   Interest Only       $73,253        44,000   Actual/360
 47          119   11/11/2016   N/A                    360             359       $85,736       278,173   Actual/360
 48          117   9/11/2016    N/A                    360             360       $92,959       136,003   Actual/360
 49          120   12/11/2016   N/A                    360             360       $84,700        72,803   Actual/360
 50          120   12/11/2016   N/A                    360             360       $79,139           264   Actual/360
 51          117   9/11/2016    N/A                    360             360       $79,972       134,389   Actual/360
 52          117   9/11/2016    N/A                    360             360       $81,722        31,513   Actual/360
 53          117   9/11/2016    N/A                    360             360       $81,919        91,457   Actual/360
 54          117   9/11/2016    N/A                    360             360       $82,332           222   Actual/360
 55          119   11/11/2016   N/A                    360             360       $78,760           244   Actual/360
 56          118   10/11/2016   N/A                    360             360       $78,745           280   Actual/360
 57          118   10/11/2016   N/A                    360             360       $79,379           276   Actual/360
 59          118   10/11/2016   N/A                    360             360       $75,705       106,447   Actual/360
 60          118   10/11/2016   N/A          Interest Only   Interest Only       $60,362        34,350   Actual/360
 61          117   9/11/2016    N/A                    360             360       $72,178       144,465   Actual/360
 62          117   9/11/2016    N/A                    360             360       $71,792        55,579   Actual/360
 63          118   10/11/2016   N/A                    300             298       $80,053           130   Actual/360
 64           60   12/11/2011   N/A                    360             360       $71,565        68,900   Actual/360
 65          118   10/11/2016   N/A                    336             334       $73,676           193   Actual/360
 66          117   9/11/2016    N/A                    360             358       $72,688       348,000   Actual/360
 67          117   9/11/2016    N/A                    360             360       $68,843        67,062   Actual/360
 69          119   11/11/2016   N/A                    360             360       $64,977           336   Actual/360
 70          116   8/11/2016    N/A                    360             360       $66,375        71,007   Actual/360
 71           55   7/11/2011    N/A                    360             355       $69,600           208   Actual/360
 73          118   10/11/2016   N/A                    360             360       $67,881       125,495   Actual/360
 74          119   11/11/2016   N/A                    300             299       $69,595           157   Actual/360
 76          120   12/11/2016   N/A                    300             300       $67,311           118   Actual/360
 77          119   11/11/2016   N/A                    360             360       $58,994        10,567   Actual/360
 78          117   9/11/2016    N/A                    300             297       $66,897            79   Actual/360
 79          119   11/11/2016   N/A                    360             360       $57,893       153,017   Actual/360
 80          118   10/11/2016   N/A                    360             358       $60,668           375   Actual/360
 81          120   12/11/2016   N/A                    360             360       $55,822           232   Actual/360
 82          116   8/11/2016    N/A                    360             360       $58,306           400   Actual/360
 83          119   11/11/2036   11/11/2016             360             359       $55,755        58,012   Actual/360
 84          117   9/11/2016    N/A                    360             356       $57,137        78,669   Actual/360
 85          116   8/11/2016    N/A                    360             360       $56,407        54,999   Actual/360
 87          118   10/11/2016   N/A                    360             360       $56,365           194   Actual/360
 88          118   10/11/2016   N/A                    300             296       $61,050           100   Actual/360
 89          117   9/11/2016    N/A                    360             360       $54,028           144   Actual/360
 90          118   10/11/2016   N/A                    360             360       $27,415        87,735   Actual/360
 91          118   10/11/2016   N/A                    360             360       $24,978        61,840   Actual/360
 92          118   10/11/2016   N/A                    360             360       $52,005           224   Actual/360
 93          116   8/11/2016    N/A                    360             356       $51,396        38,312   Actual/360
 94          118   10/11/2016   N/A                    300             297       $57,410           124   Actual/360
 95          117   9/11/2016    N/A                    360             360       $52,485       130,000   Actual/360
 96          118   10/11/2016   N/A                    360             360       $49,017                 Actual/360
 97          118   10/11/2016   N/A                    360             360       $47,784        84,916   Actual/360
 98          120   12/11/2016   N/A                    360             360       $46,285        53,539   Actual/360
 99          118   10/11/2016   N/A                    360             360       $47,571        61,254   Actual/360
100           58   10/11/2011   N/A                    360             360       $47,167           253   Actual/360
101          117   9/11/2016    N/A                    360             360       $46,943        80,762   Actual/360
102          117   9/11/2016    N/A                    360             360       $46,351           276   Actual/360
103          120   12/11/2016   N/A          Interest Only   Interest Only       $35,106       269,547   Actual/360
104          117   9/11/2016    N/A                    360             360       $45,595                 Actual/360
105          122   2/11/2017    N/A                    360             360       $45,323           114   Actual/360
106          117   9/11/2016    N/A                    360             357       $45,997                 Actual/360
107          116   8/11/2016    N/A                    360             360       $42,284       242,686   Actual/360
108          116   8/11/2016    N/A                    360             360       $42,014       137,901   Actual/360
109          118   10/11/2016   N/A                    360             358       $41,699           119   Actual/360
110          120   12/11/2016   N/A                    360             360       $39,813        98,540   Actual/360
111          116   8/11/2016    N/A                    360             360       $41,428           238   Actual/360
112          120   12/11/2016   N/A                    360             360       $41,224        91,796   Actual/360
113          118   10/11/2016   N/A                    300             299       $43,311           101   Actual/360
114          118   10/11/2016   N/A                    300             298       $43,538            68   Actual/360
115           62   2/11/2012    N/A                    360             360       $37,932            80   Actual/360
116          117   9/11/2016    N/A                    360             360       $40,106        35,943   Actual/360
117          118   10/11/2016   N/A                    336             334       $40,931           101   Actual/360
118          116   8/11/2016    N/A                    360             360       $38,966           224   Actual/360
120          115   7/11/2016    N/A                    360             360       $37,348           150   Actual/360
123          118   10/11/2016   N/A                    360             358       $36,360           110   Actual/360
124          118   10/11/2016   N/A                    300             298       $39,580            65   Actual/360
125          118   10/11/2016   N/A                    360             360       $34,431           293   Actual/360
126          115   7/11/2016    N/A                    360             360       $35,430        32,669   Actual/360
127          118   10/11/2016   N/A                    360             360       $33,314           299   Actual/360
132          118   10/11/2016   N/A                    360             360       $32,599        16,278   Actual/360
133          116   8/11/2016    N/A                    360             360       $32,289        51,640   Actual/360
134          116   8/11/2016    N/A                    360             360       $32,051        23,183   Actual/360
136          119   11/11/2016   N/A                    300             299       $33,643            83   Actual/360
137          118   10/11/2016   N/A                    360             360       $30,823        40,000   Actual/360
138           59   11/11/2011   N/A                    360             360       $29,306            59   Actual/360
139          122   2/11/2017    N/A                    360             360       $29,306           240   Actual/360
141          117   9/11/2016    N/A                    360             356       $30,112        54,381   Actual/360
142          118   10/11/2016   N/A                    360             360       $29,023        18,382   Actual/360
143          119   11/11/2016   N/A                    300             299       $31,709            74   Actual/360
144          120   12/11/2016   N/A                    300             300       $31,334            82   Actual/360
145          115   7/11/2016    N/A                    360             360       $29,370            72   Actual/360
146          119   11/11/2016   N/A                    360             360       $28,785        37,990   Actual/360
147          119   11/11/2016   N/A                    300             299       $30,345            81   Actual/360
148          120   12/11/2016   N/A                    360             360       $25,901           260   Actual/360
149          118   10/11/2016   N/A                    360             358       $26,287        30,400   Actual/360
150          120   12/11/2016   N/A                    360             360       $25,836        25,200   Actual/360
151          118   10/11/2016   N/A                    360             360       $24,925        51,450   Actual/360
152          118   10/11/2016   N/A                    360             360       $25,479            68   Actual/360
153          118   10/11/2016   N/A                    360             360       $25,425        22,061   Actual/360
155          116   8/11/2016    N/A                    360             356       $26,551                 Actual/360
156          116   8/11/2016    N/A                    360             356       $25,877        40,192   Actual/360
157          116   8/11/2016    N/A                    360             360       $25,807        23,425   Actual/360
158          116   8/11/2016    N/A                    360             360       $24,412        25,354   Actual/360
159          119   11/11/2016   N/A                    360             360       $24,369         1,942   Actual/360
160          118   10/11/2016   N/A                    360             360       $24,227        50,791   Actual/360
161          118   10/11/2016   N/A                    360             358       $23,623        38,259   Actual/360
162          118   10/11/2016   N/A                    360             360       $24,111        29,366   Actual/360
163          117   9/11/2016    N/A                    360             360       $23,861        18,032   Actual/360
164          118   10/11/2016   N/A                    360             358       $24,069        19,774   Actual/360
165          119   11/11/2016   N/A                    300             299       $25,636            84   Actual/360
166          118   10/11/2016   N/A                    360             360       $23,171        21,382   Actual/360
167          118   10/11/2016   N/A                    360             360       $23,397           102   Actual/360
168          118   10/11/2016   N/A                    360             360       $22,560        18,355   Actual/360
169          119   11/11/2016   N/A                    360             360       $22,195        64,152   Actual/360
170          120   12/11/2016   N/A                    360             359       $22,483            48   Actual/360
171          117   9/11/2016    N/A                    360             357       $22,827        14,550   Actual/360
172          118   10/11/2016   N/A                    360             360       $22,041        21,002   Actual/360
173          117   9/11/2016    N/A                    360             360       $22,427        99,192   Actual/360
174          118   10/11/2016   N/A                    360             360       $22,474        12,926   Actual/360
175          119   11/11/2016   N/A                    300             299       $24,307            60   Actual/360
176          119   11/11/2016   N/A                    300             299       $23,637            72   Actual/360
177          116   8/11/2016    N/A                    360             356       $22,189       158,156   Actual/360
178          116   8/11/2016    N/A                    300             297       $23,393            77   Actual/360
179          118   10/11/2016   N/A                    240             238       $25,688            84   Actual/360
180          117   9/11/2016    N/A                    300             297       $23,704            75   Actual/360
181          116   8/11/2016    N/A                    360             356       $21,873        16,500   Actual/360
182          118   10/11/2016   N/A                    360             360       $20,805           122   Actual/360
183          118   10/11/2016   N/A                    360             358       $21,482       134,090   Actual/360
184          118   10/11/2016   N/A                    360             358       $21,300        29,898   Actual/360
185           57   9/11/2011    N/A                    360             357       $21,939        23,467   Actual/360
186          117   9/11/2016    N/A                    360             357       $21,052        31,368   Actual/360
187          120   12/11/2016   N/A                    360             360       $21,736        25,036   Actual/360
188          119   11/11/2016   N/A                    360             360       $20,100           122   Actual/360
189          118   10/11/2016   N/A                    360             360       $20,802        13,200   Actual/360
190          118   10/11/2016   N/A                    360             360       $20,824        20,225   Actual/360
191          108   12/11/2015   N/A                    360             351       $19,284         9,907   Actual/360
192          117   9/11/2016    N/A                    360             358       $20,469         8,573   Actual/360
193          118   10/11/2016   N/A                    360             358       $20,319        22,401   Actual/360
194          119   11/11/2016   N/A                    360             360       $18,966        28,879   Actual/360
195          118   10/11/2016   N/A          Interest Only   Interest Only       $15,789        36,790   Actual/360
196           59   11/11/2011   N/A          Interest Only   Interest Only       $16,493        11,166   Actual/360
197          118   10/11/2016   N/A                    360             358       $19,537        15,413   Actual/360
198          119   11/11/2016   N/A                    360             360       $18,886        12,774   Actual/360
199          118   10/11/2016   N/A                    360             360       $19,129           140   Actual/360
200          116   8/11/2016    N/A                    360             360       $18,976        46,003   Actual/360
201          118   10/11/2016   N/A                    360             360       $18,433        11,458   Actual/360
202          118   10/11/2016   N/A                    360             360       $17,545        16,330   Actual/360
203          120   12/11/2016   N/A                    360             360       $17,737        22,650   Actual/360
204          120   12/11/2016   N/A                    360             360       $17,526        20,600   Actual/360
205          117   9/11/2016    N/A                    300             297       $20,054            83   Actual/360
206          116   8/11/2016    N/A                    360             358       $17,573         7,200   Actual/360
207          121   1/11/2017    N/A                    360             360       $17,480        10,934   Actual/360
208          120   12/11/2016   N/A                    360             360       $17,034         8,678   Actual/360
209          119   11/11/2016   N/A                    360             360       $16,868        32,114   Actual/360
210          117   9/11/2016    N/A                    360             357       $17,222           116   Actual/360
212          117   9/11/2016    N/A                    300             297       $18,481            69   Actual/360
213          120   12/11/2016   N/A                    360             360       $15,947        13,400   Actual/360
214          119   11/11/2016   N/A                    360             359       $17,165        20,704   Actual/360
215          116   8/11/2016    N/A                    360             360       $16,584         9,628   Actual/360
216          118   10/11/2016   N/A                    360             358       $16,029        21,400   Actual/360
217          115   7/11/2016    N/A                    360             355       $17,638        25,043   Actual/360
218          117   9/11/2016    N/A                    360             360       $16,188        28,762   Actual/360
219          120   12/11/2016   N/A                    360             360       $15,946            78   Actual/360
220          117   9/11/2016    N/A                    360             357       $16,188        14,745   Actual/360
221          117   9/11/2016    N/A                    360             356       $17,084        32,000   Actual/360
222          116   8/11/2016    N/A                    360             356       $16,765        32,000   Actual/360
223          120   12/11/2016   N/A                    360             360       $16,068            67   Actual/360
224          119   11/11/2016   N/A                    360             360       $15,570            52   Actual/360
225          118   10/11/2016   N/A                    360             360       $15,123        21,324   Actual/360
226          120   12/11/2016   N/A                    360             360       $15,041        15,000   Actual/360
227          119   11/11/2016   N/A                    360             360       $15,422        16,075   Actual/360
228          120   12/11/2016   N/A                    360             360       $15,588            64   Actual/360
229          119   11/11/2016   N/A                    360             359       $16,434           160   Actual/360
230          121   1/11/2017    N/A                    360             359       $15,086        13,050   Actual/360
231          118   10/11/2016   N/A                    360             360       $15,223            64   Actual/360
232          119   11/11/2016   N/A                    360             360       $15,139        14,416   Actual/360
233           59   11/11/2011   N/A                    360             359       $15,474           303   Actual/360
234          118   10/11/2016   N/A                    360             356       $15,572        36,270   Actual/360
235          120   12/11/2016   N/A                    360             360       $14,871        13,962   Actual/360
236          114   6/11/2016    N/A                    288             282       $16,414        12,745   Actual/360
237          119   11/11/2016   N/A                    360             359       $15,059        14,400   Actual/360
238          116   8/11/2016    N/A                    360             360       $14,592        23,891   Actual/360
239          117   9/11/2016    N/A                    360             360       $14,548         4,814   Actual/360
240          116   8/11/2016    N/A                    360             356       $14,483        17,500   Actual/360
241          119   11/11/2016   N/A                    360             359       $14,583        20,000   Actual/360
242          119   11/11/2016   N/A                    300             299       $15,172            78   Actual/360
243          117   9/11/2016    N/A                    360             357       $14,012            92   Actual/360
244          115   7/11/2016    N/A                    360             355       $14,393           108   Actual/360
245          118   10/11/2016   N/A                    360             358       $14,018        20,493   Actual/360
246          116   8/11/2016    N/A                    360             356       $13,812            75   Actual/360
247          112   4/11/2016    N/A                    360             360       $13,145         7,148   Actual/360
248          116   8/11/2016    N/A                    360             360       $13,704        19,394   Actual/360
249          118   10/11/2016   N/A                    360             358       $13,261        20,560   Actual/360
250          117   9/11/2016    N/A                    360             357        $7,163        15,600   Actual/360
251          117   9/11/2016    N/A                    360             357        $6,540        13,860   Actual/360
252          116   8/11/2016    N/A                    360             356       $13,375           124   Actual/360
253          117   9/11/2016    N/A                    360             357       $13,124            50   Actual/360
254          119   11/11/2016   N/A                    360             360       $13,020        10,465   Actual/360
255          120   12/11/2016   N/A                    360             360       $13,238        15,618   Actual/360
256          116   8/11/2016    N/A                    360             360       $13,224        25,134   Actual/360
257          119   11/11/2016   N/A                    360             360       $12,780        38,286   Actual/360
258          119   11/11/2016   N/A                    360             360       $12,890            52   Actual/360
259          117   9/11/2016    N/A                    300             297       $14,329            60   Actual/360
260          111   3/11/2016    N/A                    360             351       $12,017            88   Actual/360
261          112   4/11/2016    N/A                    360             352       $12,283            48   Actual/360
262          118   10/11/2016   N/A                    360             358       $12,167        15,900   Actual/360
263          113   5/11/2016    N/A                    360             353       $12,456        11,444   Actual/360
264          118   10/11/2016   N/A                    360             358       $12,523        13,938   Actual/360
265          116   8/11/2016    N/A                    360             360       $12,302        19,125   Actual/360
266          117   9/11/2016    N/A                    360             357       $11,803        22,382   Actual/360
267          118   10/11/2016   N/A                    360             360       $11,662            63   Actual/360
268          120   12/11/2016   N/A                    360             360       $11,391            45   Actual/360
269          121   1/11/2017    N/A                    360             360       $11,872         7,765   Actual/360
271          120   12/11/2016   N/A                    360             359       $11,127                 Actual/360
272          119   11/11/2016   N/A                    360             360       $11,509            74   Actual/360
273          121   1/11/2017    N/A                    360             360       $11,247         6,120   Actual/360
274          118   10/11/2016   N/A                    360             358       $10,815        19,270   Actual/360
275          119   11/11/2016   N/A                    360             358       $10,369            20   Actual/360
276          118   10/11/2016   N/A                    360             357       $10,688        11,080   Actual/360
277          120   12/11/2016   N/A                    360             359       $10,252        20,445   Actual/360
278          118   10/11/2016   N/A                    360             358        $9,914        19,825   Actual/360
279          119   11/11/2016   N/A                    360             360        $9,858        18,600   Actual/360
280          119   11/11/2016   N/A                    360             360        $9,894        15,533   Actual/360
281          117   9/11/2016    N/A                    360             360        $9,748         7,878   Actual/360
282          117   9/11/2016    N/A                    360             357        $9,534            84   Actual/360
283          117   9/11/2016    N/A                    360             355       $10,208                 Actual/360
284          119   11/11/2016   N/A                    360             360        $8,853         5,287   Actual/360
285          116   8/11/2016    N/A                    360             360        $8,912        14,296   Actual/360
286          120   12/11/2036   12/11/2016             360             360        $8,259            73   Actual/360
287          119   11/11/2016   N/A                    360             359        $8,484            73   Actual/360
288          119   11/11/2016   N/A                    360             360        $7,777         5,451   Actual/360
289          116   8/11/2016    N/A                    360             355        $8,132        12,480   Actual/360
290          119   11/11/2016   N/A                    360             359        $7,389         5,495   Actual/360
291          120   12/11/2016   N/A                    360             360        $7,075         7,000   Actual/360
292          120   12/11/2016   N/A                    360             359        $6,910         9,506   Actual/360
293          119   11/11/2016   N/A                    360             360        $6,102         5,451   Actual/360
294          114   6/11/2016    N/A                    360             354        $6,387         6,578   Actual/360
295          117   9/11/2016    N/A                    360             360        $6,284         6,666   Actual/360
296          119   11/11/2016   N/A                    360             359        $6,259        12,700   Actual/360
297          119   11/11/2016   N/A                    360             359        $5,910         8,260   Actual/360
298          119   11/11/2016   N/A                    360             359        $5,756        40,640   Actual/360
299          119   11/11/2016   N/A                    360             359        $5,292         3,680   Actual/360
300          118   10/11/2016   N/A                    360             358        $4,854        13,334   Actual/360
301          117   9/11/2016    N/A                    360             357        $4,628            53   Actual/360
302          118   10/11/2016   N/A                    360             358        $4,164         4,250   Actual/360
303          117   9/11/2016    N/A                    360             360        $3,177        13,300   Actual/360
304          118   10/11/2016   N/A                    360             358        $3,069         6,640   Actual/360

<CAPTION>
      Administration                                        Earthquake   Environmental   Fee/            Letter of      Loan Group
#     Fees              Due Date   ARD (Y/N)   Defeasance   Insurance    Insurance       Leasehold       Credit (Y/N)   #
---   --------------    --------   ---------   ----------   ----------   -------------   -------------   ------------   ----------
<S>   <C>               <C>        <C>         <C>          <C>          <C>             <C>             <C>            <C>
  1          0.02065%         11   N           Yes          Yes          No                              N                       2
  2          0.02065%         11   N           Yes          Yes          No                              N                       2
  3          0.02065%         11   N           Yes          Yes          No              Fee             N                       1
  5          0.02065%         11   N           Yes          N/A          No              Fee             Y                       1
  6          0.02065%         11   N           Yes          Yes          No              Fee             N                       1
  7          0.02065%         11   N           Yes          Yes          No              Leasehold       N                       1
  8          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
  9          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 10          0.02065%         11   N           No           Yes          No              Leasehold       N                       1
 11          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 12          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 13          0.02065%         11   N           Yes          Yes          No              Leasehold       N                       1
 14          0.02065%         11   N           Yes          Yes          No              Fee             N                       1
 15          0.02065%         11   N           Yes          Yes          No              Fee             N                       1
 16          0.07065%         11   N           No           Yes          No              Fee             N                       1
 17          0.02065%         11   Y           Yes          Yes          No              Fee/Leasehold   N                       1
 18          0.02065%         11   Y           Yes          Yes          No              Fee             N                       1
 19          0.02065%         11   Y           Yes          Yes          No                              N                       1
 20          0.02065%         11   N           Yes          Yes          No              Fee             N                       1
 21          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 23          0.02065%         11   N           Yes          Yes          No              Fee             N                       1
 24          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 25          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 27          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 28          0.02065%         11   N           Yes          Yes          No              Fee             N                       1
 29          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 30          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
 31          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
 32          0.02065%         11   N           Yes          N/A          No              Fee             Y                       1
 33          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
 34          0.02065%         11   N           Yes          Yes          No              Leasehold       N                       1
 36          0.06065%         11   N           Yes          N/A          No              Fee             N                       2
 37          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 39          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 40          0.02065%         11   N           Yes          N/A          No              Fee             Y                       2
 41          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 42          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 43          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 44          0.02065%         11   N           Yes          Yes          No              Fee             N                       1
 45          0.02065%         11   N           Yes          Yes          No              Fee             N                       1
 46          0.02065%         11   N           Yes          Yes          No              Fee             N                       1
 47          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 48          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 49          0.06065%         11   N           Yes          N/A          No              Fee             Y                       1
 50          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
 51          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 52          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 53          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 54          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
 55          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
 56          0.02065%         11   N           No           Yes          No              Fee             N                       2
 57          0.04065%         11   N           Yes          N/A          No              Fee             N                       2
 59          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 60          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 61          0.03065%         11   N           Yes          N/A          No              Fee             N                       1
 62          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 63          0.02065%         11   N           Yes          Yes          No              Fee             N                       1
 64          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 65          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 66          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 67          0.02065%         11   N           Yes          N/A          No              Fee/Leasehold   N                       1
 69          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
 70          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 71          0.02065%         11   N           Yes          Yes          No              Fee             N                       2
 73          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 74          0.02065%         11   N           Yes          N/A          No              Leasehold       N                       1
 76          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 77          0.05065%         11   N           Yes          N/A          No              Fee             N                       1
 78          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 79          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 80          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 81          0.02065%         11   N           Yes          Yes          No              Fee             N                       2
 82          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
 83          0.06065%         11   Y           Yes          N/A          No              Fee             N                       1
 84          0.02065%         11   N           No           Yes          No              Fee             N                       1
 85          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 87          0.04065%         11   N           Yes          N/A          No              Fee             N                       2
 88          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 89          0.03065%         11   N           Yes          N/A          No              Fee             N                       2
 90          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 91          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 92          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
 93          0.02065%         11   N           Yes          N/A          No              Fee             Y                       1
 94          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 95          0.03065%         11   N           Yes          N/A          No              Fee             N                       1
 96          0.02065%         11   N           Yes          N/A          No                              N                       2
 97          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
 98          0.02065%         11   N           Yes          Yes          No              Fee             N                       1
 99          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
100          0.02065%         11   N           Yes          Yes          No              Fee             N                       2
101          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
102          0.02065%         11   N           Yes          Yes          No              Fee             N                       2
103          0.02065%         11   N           Yes          N/A          No              Leasehold       N                       1
104          0.02065%         11   N           Yes          N/A          No                              N                       1
105          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
106          0.02065%         11   N           Yes          N/A          No                              N                       1
107          0.02065%         11   N           Yes          N/A          No              Fee             Y                       1
108          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
109          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
110          0.02065%         11   N           Yes          Yes          No              Fee             N                       1
111          0.05065%         11   N           Yes          N/A          No              Fee             N                       2
112          0.02065%         11   N           Yes          Yes          No              Fee             N                       1
113          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
114          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
115          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
116          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
117          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
118          0.05065%         11   N           Yes          N/A          No              Fee             N                       2
120          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
123          0.02065%         11   N           Yes          Yes          No              Fee             N                       1
124          0.02065%         11   N           Yes          Yes          No              Fee             N                       1
125          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
126          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
127          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
132          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
133          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
134          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
136          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
137          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
138          0.02065%         11   N           Yes          Yes          No              Fee             N                       2
139          0.02065%         11   N           Yes          Yes          No              Fee             N                       2
141          0.02065%         11   N           No           N/A          No              Fee             N                       1
142          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
143          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
144          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
145          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
146          0.02065%         11   N           Yes          n/a          No              Fee             N                       1
147          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
148          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
149          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
150          0.02065%         11   N           Yes          N/A          No              Fee             Y                       1
151          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
152          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
153          0.06065%         11   N           Yes          N/A          No              Fee             N                       1
155          0.02065%         11   N           No           N/A          No                              N                       1
156          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
157          0.09065%         11   N           No           N/A          No              Fee             N                       1
158          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
159          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
160          0.03065%         11   N           Yes          N/A          No              Fee             N                       1
161          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
162          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
163          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
164          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
165          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
166          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
167          0.02065%         11   N           Yes          Yes          No              Fee             N                       2
168          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
169          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
170          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
171          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
172          0.06065%         11   N           Yes          N/A          No              Fee             N                       1
173          0.06065%         11   N           Yes          N/A          No              Fee             Y                       1
174          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
175          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
176          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
177          0.02065%         11   N           No           N/A          No              Fee             N                       1
178          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
179          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
180          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
181          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
182          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       2
183          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
184          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
185          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
186          0.06065%         11   N           Yes          N/A          No              Fee             N                       1
187          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
188          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
189          0.08065%         11   N           Yes          N/A          No              Fee             N                       1
190          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
191          0.06065%         11   N           Yes          N/A          No              Fee             N                       1
192          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
193          0.02065%         11   N           Yes          n/a          Yes             Fee             N                       1
194          0.03065%         11   N           Yes          N/A          No              Fee             N                       1
195          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
196          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
197          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
198          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
199          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
200          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
201          0.07065%         11   N           Yes          N/A          No              Fee             N                       1
202          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
203          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
204          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
205          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
206          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
207          0.03065%         11   N           Yes          Yes          No              Fee             N                       1
208          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
209          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
210          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
212          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
213          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
214          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
215          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
216          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
217          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
218          0.07065%         11   N           Yes          N/A          No              Fee             N                       1
219          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
220          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
221          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
222          0.02065%         11   N           No           N/A          No              Fee             N                       1
223          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
224          0.06065%         11   N           Yes          N/A          Yes             Fee             N                       2
225          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
226          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
227          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
228          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       2
229          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       2
230          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
231          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
232          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
233          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       2
234          0.02065%         11   N           Yes          Yes          Yes             Fee             N                       1
235          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
236          0.02065%         11   N           Yes          N/A          No              Fee             Y                       1
237          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
238          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
239          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
240          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
241          0.02065%         11   N           Yes          Yes          No              Fee             N                       1
242          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
243          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       2
244          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
245          0.02065%         11   N           No           N/A          No              Fee             N                       1
246          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
247          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
248          0.02065%         11   N           Yes          N/A          Yes             Fee             Y                       1
249          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
250          0.06065%         11   N           No           N/A          No              Fee             N                       1
251          0.06065%         11   N           Yes          N/A          No              Fee             N                       1
252          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       2
253          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       2
254          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
255          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
256          0.02065%         11   N           No           N/A          No              Fee             N                       1
257          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
258          0.13565%         11   N           Yes          N/A          Yes             Fee             N                       2
259          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
260          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
261          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       2
262          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
263          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
264          0.02065%         11   N           Yes          Yes          Yes             Fee             N                       1
265          0.02065%         11   N           Yes          N/A          Yes             Fee             Y                       1
266          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
267          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
268          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       2
269          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
271          0.02065%         11   N           Yes          N/A          No                              N                       2
272          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       2
273          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
274          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
275          0.02065%         11   N           Yes          N/A          No              Fee             N                       2
276          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
277          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
278          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
279          0.02065%         11   N           No           N/A          Yes             Fee             N                       1
280          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
281          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
282          0.02065%         11   N           Yes          Yes          No              Fee             N                       2
283          0.02065%         11   N           Yes          N/A          Yes                             N                       1
284          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
285          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
286          0.02065%         11   Y           Yes          N/A          No              Fee             N                       2
287          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
288          0.03065%         11   N           Yes          N/A          No              Fee             N                       1
289          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
290          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
291          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
292          0.02065%         11   N           Yes          N/A          Yes             Fee             Y                       1
293          0.03065%         11   N           Yes          N/A          No              Fee             N                       1
294          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
295          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
296          0.02065%         11   N           Yes          N/A          Yes             Fee             Y                       1
297          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
298          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
299          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
300          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
301          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
302          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
303          0.02065%         11   N           Yes          N/A          No              Fee             N                       1
304          0.02065%         11   N           Yes          N/A          Yes             Fee             N                       1
</TABLE>

<PAGE>

                                                                    SCHEDULE III

                   MORTGAGE LOANS CONSTITUTING MORTGAGE GROUPS

1.      Wells Fargo Bank Tower
        West Covina Village Shopping Center

2.      Mira Mesa Marketplace West
        Mira Mesa Marketplace East

3.      NP North Park Crossing
        NP Sherwood Landing & Outback Steakhouse
        NP Regal Cinema

4.      Concourse 100
        Concourse 800

5.      Safeland Storage I
        Safeland Storage II

6.      Mason Office Showroom
        Beckett Showroom II

<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 representations (x) and (xiii)

            Shoppes at Pittsburgh Mills - A deed in the chain of title to the
related Mortgaged Property gives the prior owner of such Mortgaged Property,
Pittsburgh Mills Residual Limited Partnership, the right (the "Repurchase
Right") to repurchase such Mortgaged Property upon the breach of certain
covenants with respect to such Mortgaged Property, including a requirement that
at least 50% of such Mortgaged Property be continuously open for business, and
other typical REA requirements (such as maintenance, architectural approval,
etc.). The repurchase price for the related Mortgaged Property pursuant to the
Repurchase Right is $2,000,000. The exercise of the Repurchase Right would sever
the lien of the related deed of trust and the Shoppes at Pittsburgh Loan would
become full recourse to the related Borrower and the related guarantor upon
exercise of the Repurchase Right. However, Pittsburgh Mills Residual Limited
Partnership has executed an estoppel indicating that there are no violations of
any covenants with respect to the related Mortgaged Property that would trigger
the Repurchase Right.

            Exception to representation (xviii)

            280 Park Avenue - With respect to the 280 Park Avenue Loan, the
related Mortgaged Property also secures one pari passu companion loan (in the
original principal amount of $300,000,000) that is not an asset of the Trust
Fund.

            Exception to representation (xxii)

            W New York - Union Square - The related Borrower was required to
establish an FF&E reserve to fund on-going repairs and replacements with respect
to furniture, fixtures and equipment on the related Mortgaged Property. Such
FF&E reserve is under the control of the related hotel manager. However, the
lender has a security interest in such FF&E reserve.

            Exceptions to representation (xxiii)

            Dorsey Business Center - The related Mortgaged Property is covered
by business interruption insurance which covers losses incurred only during the
period of restoration.

            Southgate Business Center I - The related Mortgaged Property is
covered by business interruption insurance which covers losses incurred only
during the period of restoration.

            Exceptions to representation (xxvii)

            Del Amo Metro - The related Mortgaged Property is subject to
potential subsurface vapor intrusion to indoor air due to residual soil and
groundwater contamination (related to underground storage tanks that were
previously located at such Mortgaged Property). The lender has obtained an
assurance letter from the responsible party, Equilon Enterprises LLC (a wholly
owned subsidiary of Shell Oil Company), which provides for certain assurances
and indemnifications with respect to such conditions.

            Exceptions to (xxviii)

            Shannon Square - The related Mortgage Loan Documents permit, without
Lender's consent, certain transfers ("Permitted Transfers") of the ownership
interests in the related Mortgaged Property by and among the tenants-in-common,
subject to the satisfaction of certain conditions, including without limitation:
(A) no event of default has occurred under the Shannon Square Loan; (B) the
Borrower pays a transfer fee of $2,500 and all costs and expenses incurred by
the lender in connection with any such Permitted Transfer; and (C) no such
transfer involves the transfer of ownership interest in the Mortgaged Property
by KFA SS LLC, WHM SS LLC or TJO SS LLC.

            Exception to (xxxi)(A)

            Destination Ramon - The related Ground Lease has not been recorded
and no recorded memorandum with respect to such Ground Lease exists. However,
the assignment of such Ground Lease to the related Borrower has been recorded
and, as such, constitutes public notice of the existence of such Ground Lease.
In addition, the lender's title insurance policy covers the lender's first lien
position with respect to the related Borrower's leasehold estate in the related
Mortgaged Property.

            Exception to (xxxi)(C)

            NP North Park Crossing - The related Ground Lease (which represents
less than 10% of the underwritten annual income with respect to the related
Mortgaged Property) expires on September 30, 2034 (which is less than three
years prior to the Maturity Date of the NP North Park Crossing Loan (November
11, 2036)). The related ground lessee has the right to purchase the underlying
fee estate upon the expiration of the related Ground Lease.

            Exception to (xl)

            Dublin Village - As of the closing of the Dublin Village Loan, a
certain outparcel with respect to the related Mortgaged Property did not
constitute a separate tax parcel. However, the related Mortgage Loan Documents
require the related Borrower to cause such outparcel to become a separate tax
parcel prior to the tax assessment date next occurring after the closing date
for the Dublin Village Loan.

            Exception to (xlviii)

            Destination Ramon - The related Borrower may obtain a partial
release of up to two of the pad parcels (currently occupied by Office Depot, Del
Taco, Bank of America and PetSmart) on the related Mortgaged Property upon
satisfaction of certain conditions set forth in the related Mortgage Loan
Documents, including (i) the loan-to-value ratio for the remaining property is
not greater than 60%; (ii) the debt service coverage ratio for remaining
property is not less than 1.90x and (iii) the Borrower defeases the greater of
(x) 125% of the allocated loan amount for such released pad parcel or (y) the
amount necessary to satisfy the foregoing loan-to-value ratio and debt service
coverage ratio requirements.

            Exception to (xlix)

            Babcock & Brown FX4 Portfolio - If (x) the amount of insurance
proceeds or condemnation awards, as applicable, is less than $250,000 and (y)
the costs of restoration are less than $250,000, then such insurance proceeds or
condemnation awards, as applicable, shall be disbursed to the related Borrower
to be used for restoration.

            Exceptions to (lii)

            148-154 Columbus Avenue - As of the closing of the 148-154 Columbus
Avenue Loan, no certificates of occupancy had been obtained for any of the
buildings comprising the related Mortgaged Property. However, the related
Borrower has unconditionally guaranteed to the lender the payment of any losses,
costs and/or damages suffered by the lender as a result of such Borrower's
failure to obtain a certificate of occupancy for any building comprising the
related Mortgaged Property. In addition, the lender has reserved a portion of
the 148-154 Columbus Avenue Loan for such Borrower to obtain the applicable
certificates of occupancy. The related Mortgage Loan Documents require the
related Borrower to obtain for each building comprising the related Mortgaged
Property a temporary (or permanent) certificate of occupancy within one year of
the closing of the 148-154 Columbus Avenue Loan, and a permanent certificate of
occupancy within two years of the closing of the 148-154 Columbus Avenue Loan
(in each case subject to any applicable extension periods set forth under the
related Mortgage Loan documents).

            400 W. 14th St. - The related Mortgaged Property is legal
conforming, subject to the issuance of a new certificate of occupancy for the
building comprising such Mortgaged Property. Under the related Mortgage Loan
Documents, the related Borrower has covenanted to obtain in a timely fashion
such new certificate of occupancy in accordance with the New York Multiple
Dwellings Law. The related Borrower has obtained law and ordinance insurance
coverage with respect to the related Mortgaged Property.

<PAGE>

                                                                       EXHIBIT A

                    REPRESENTATIONS AND WARRANTIES OF SELLER
                          REGARDING THE MORTGAGE LOANS

            Except as disclosed in the Exception Report to this Agreement:

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

            (ii) Each Mortgage Loan was either:

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

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

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

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

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

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

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

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

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

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

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

            (v) As of origination, to Seller's knowledge, based on the related
Borrower's representations and covenants in the related Mortgage Loan Documents,
the Borrower, lessee and/or operator was in possession of all licenses, permits,
and authorizations then required for use of the Mortgaged Property which were
valid and in full force and effect as of the origination date;

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

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

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

            (ix) Since origination (A) except as set forth in the related
mortgage file, such Mortgage Loan has not been modified, altered, satisfied,
canceled, subordinated or rescinded and (B) each related Mortgaged Property has
not been released from the lien of the related Mortgage in any manner which
materially interferes with the security intended to be provided by such
Mortgage;

            (x) Each related Mortgage is a valid and enforceable first lien on
the related Mortgaged Property (subject to Permitted Encumbrances (as defined
below)), except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the enforcement
of creditors' rights or by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law) and
except that, in the case of the CBA A Note Mortgage Loans, the related Mortgage
encumbering the related Mortgaged Property also secures one or more other
mortgage loans; and such Mortgaged Property is free and clear of any mechanics'
and materialmen's liens which are prior to or equal with the lien of the related
Mortgage, except those which are bonded over, escrowed for or insured against by
a lender's title insurance policy (as described below). A UCC Financing
Statement has been filed and/or recorded (or sent for filing or recording) in
all places necessary to perfect a valid security interest in the personal
property necessary to operate the Mortgaged Property; any security agreement,
chattel mortgage or equivalent document related to and delivered in connection
with the Mortgage Loan establishes and creates a valid and enforceable lien on
property described therein, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting the
enforcement of creditors' rights or by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law);

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

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

            (xiii) The lien of each related Mortgage is a first priority lien on
the fee and/or leasehold interest of the related Borrower in the principal
amount of such Mortgage Loan or allocated loan amount of the portions of the
Mortgaged Property covered thereby (as set forth in the related Mortgage) after
all advances of principal and is insured by an ALTA lender's title insurance
policy, or its equivalent as adopted in the applicable jurisdiction, provided
that if such policy is yet to be issued, such insurance may be evidenced by a
"marked-up" commitment for title insurance, a pro forma or specimen title
insurance policy or signed escrow instructions, which in any case are binding on
the subject title insurer, insuring the Seller and its successors and assigns as
to such lien, subject only to (A) the lien of current real property taxes,
ground rents, water charges, sewer rents and assessments not yet delinquent or
accruing interest or penalties, (B) covenants, conditions and restrictions,
rights of way, easements and other matters of public record, none of which,
individually or in the aggregate, materially interferes with the current use of
the Mortgaged Property or the security intended to be provided by such Mortgage
or with the Borrower's ability to pay its obligations when they become due or
the value of the Mortgaged Property, (C) the exceptions (general and specific)
and exclusions set forth in such policy, none of which, individually or in the
aggregate, materially interferes with the current general use of the Mortgaged
Property or materially interferes with the security intended to be provided by
such Mortgage or with the related Borrower's ability to pay its obligations when
they become due or the value of the Mortgaged Property, (D) the rights of
tenants, as tenants only, under leases, including subleases, pertaining to the
related Mortgaged Property, (E) if the related Mortgage Loan is
cross-collateralized with any other Mortgage Loan in the trust fund, the lien of
the Mortgage for that other Mortgage Loan, (F) if the related Mortgage Loan is a
CBA A-Note Mortgage Loan, the portion of the lien of the related Mortgage that
secures the related Companion Loan and (G) if the related Mortgaged Property is
a unit in a condominium, the related condominium declaration (items (A), (B),
(C), (D), (E), (F) and (G), collectively "Permitted Encumbrances"), and with
respect to each Mortgage Loan, such Permitted Encumbrances do not, individually
or in the aggregate, materially interfere with the security intended to be
provided by the related Mortgage, the current principal use of the related
Mortgaged Property, the value of the related Mortgaged Property or the current
ability of the related Mortgaged Property to generate income sufficient to
service such Mortgage Loan; the premium for such policy was paid in full; such
policy (or if it is yet to be issued, the coverage to be afforded thereby) is
issued by a title insurance company licensed to issue policies in the state in
which the related Mortgaged Property is located (unless such state is Iowa) and
is assignable (with the related Mortgage Loan) to the Depositor and the Trustee
without the consent of or any notification to the insurer, and is in full force
and effect upon the consummation of the transactions contemplated by this
Agreement; no claims have been made under such policy and the Seller has not
undertaken any action or omitted to take any action, and has no knowledge of any
such act or omission, which would impair or diminish the coverage of such
policy;

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

            (xv) Except as set forth in a property inspection report or
engineering report prepared in connection with the origination of the Mortgage
Loan, as of the later of the date of origination of such Mortgage Loan or the
most recent inspection of the related Mortgaged Property by the Seller, as
applicable, and to the knowledge of Seller as of the date hereof, each related
Mortgaged Property is free of any material damage that would affect materially
and adversely the use or value of such Mortgaged Property as security for the
Mortgage Loan (normal wear and tear excepted) or reserves or a letter of credit
have been established to cover the costs to remediate such damage or the
reasonable estimation of the costs to remediate such damage was no more than
$50,000, and, as of the closing date for each Mortgage Loan and, to the Seller's
knowledge, as of the date hereof, there is no proceeding pending for the total
or partial condemnation of such Mortgaged Property that would have a material
adverse effect on the use or value of the Mortgaged Property;

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

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

            (xviii) Each Mortgage Loan is a whole loan and contains no equity
participation by Seller;

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

            (xx) Neither the Seller nor to the Seller's knowledge, any
originator, committed any fraudulent acts during the origination process of any
Mortgage Loan, and no other person has been granted or conveyed the right to
service the Mortgage Loans or receive any consideration in connection therewith,
except as provided in the Pooling and Servicing Agreement, any permitted
subservicing agreements and/or servicing rights purchase agreements being
executed and delivered in connection therewith;

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

            (xxii) All escrow deposits and payments required to be in the
possession or under the control of the Seller pursuant to each Mortgage Loan are
in the possession, or under the control, of the Seller or its agent and there
are no deficiencies (subject to any applicable grace or cure periods) in
connection therewith and all such escrows and deposits are being conveyed by the
Seller to the Depositor and identified as such with appropriate detail;

            (xxiii) Each related Mortgaged Property is insured by a fire and
extended perils insurance policy, issued by an insurer meeting the requirements
of the Pooling and Servicing Agreement, in an amount not less than the lesser of
the principal amount of the related Mortgage Loan and the replacement cost (with
no deduction for physical depreciation) and not less than the amount necessary
to avoid the operation of any co-insurance provisions with respect to the
related Mortgaged Property; each related Mortgaged Property is also covered by
business interruption or rental loss insurance which covers a period of not less
than 12 months and comprehensive general liability insurance in amounts
generally required by prudent commercial mortgage lenders for similar
properties; all premiums on such insurance policies required to be paid as of
the date hereof have been paid; such insurance policies require prior notice to
the insured of termination or cancellation, and no such notice has been received
by the Seller; such insurance names the lender under the Mortgage Loan and its
successors and assigns as a named or additional insured; each related Mortgage
Loan obligates the related Borrower to maintain all such insurance and, at such
Borrower's failure to do so, authorizes the lender to maintain such insurance at
the Borrower's cost and expense and to seek reimbursement therefor from such
Borrower;

            (xxiv) There is no monetary default (other than payments due but not
yet 30 days or more past due), breach, violation or event of acceleration
existing under the related Mortgage Loan; and, to the Seller's knowledge, there
is no (A) non-monetary default, breach, violation or event of acceleration
existing under the related Mortgage Loan or (B) event (other than payments due
but not yet 30 days or more past due) which, with the passage of time or with
notice and the expiration of any grace or cure period, would and does constitute
a default, breach, violation or event of acceleration, which default, breach,
violation or event of acceleration, in the case of either (A) or (B) materially
and adversely affects the use or value of the Mortgage Loan or the related
Mortgaged Property; provided, however, that this representation and warranty
does not address or otherwise cover any default, breach, violation or event of
acceleration that specifically pertains to any matter otherwise covered by any
other representation or warranty made by the Seller in any of the other
paragraphs of this Exhibit A; and provided, further that a breach by the
Borrower of any representation or warranty contained in any Mortgage Loan
Document shall not constitute a non-monetary default, breach, violation or event
of acceleration for purposes of this representation and warranty if the subject
matter of such representation or warranty contained in any Mortgage Loan
Document is also covered by any other representation or warranty made by the
Seller in this Exhibit A;

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

            (xxvi) (A) Each related Mortgage contains provisions so as to render
the rights and remedies of the holder thereof adequate for the practical
realization against the Mortgaged Property of the principal benefits of the
security, including realization by judicial or, if applicable, non-judicial
foreclosure or, subject to applicable state law requirements, appointment of a
receiver, and (B) there is no exemption available to the Borrower which would
interfere with such right to foreclose, except, in the case of either (A) or (B)
as the enforcement of the Mortgage may be limited by bankruptcy, insolvency,
reorganization, moratorium, redemption or other laws affecting the enforcement
of creditors' rights or by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law). To the
Seller's knowledge, no Borrower is a debtor in a state or federal bankruptcy or
insolvency proceeding;

            (xxvii) At origination, each Borrower represented and warranted in
all material respects that to its knowledge, except as set forth in certain
environmental reports and, except as commonly used in the operation and
maintenance of properties of similar kind and nature to the Mortgaged Property,
in accordance with prudent management practices and applicable law, and in a
manner that does not result in any contamination of the Mortgaged Property, it
has not used, caused or permitted to exist and will not use, cause or permit to
exist on the related Mortgaged Property any hazardous materials in any manner
which violates federal, state or local laws, ordinances, regulations, orders,
directives or policies governing the use, storage, treatment, transportation,
manufacture, refinement, handling, production or disposal of hazardous materials
or other environmental laws; the related Borrower or an affiliate thereof agreed
to indemnify, defend and hold the mortgagee and its successors and assigns
harmless from and against losses, liabilities, damages, injuries, penalties,
fines, expenses, and claims of any kind whatsoever (including attorneys' fees
and costs) paid, incurred or suffered by, or asserted against, any such party
resulting from a breach of the foregoing representations, warranties or
covenants given by the Borrower in connection with such Mortgage Loan. A Phase I
environmental report (or, with respect to residential cooperative loans with an
original principal balance of $350,000 or less, a transaction screen process
report meeting ASTM standards) and, with respect to certain Mortgage Loans, a
Phase II environmental report, was conducted by a reputable environmental
consulting firm in connection with such Mortgage Loan, which report (or
transaction screen) did not indicate any material non-compliance with applicable
environmental laws or material existence of hazardous materials or, if any
material non-compliance or material existence of hazardous materials was
indicated in any such report, then at least one of the following statements is
true: (A) funds reasonably estimated to be sufficient to cover the cost to cure
any material non-compliance with applicable environmental laws or material
existence of hazardous materials have been escrowed, or a letter of credit in
such amount has been provided, by the related Borrower and held by the related
mortgagee; (B) an operations or maintenance plan has been required to be
obtained by the related Borrower; (C) the environmental condition identified in
the related environmental report was remediated or abated in all material
respects prior to the date hereof; (D) a no further action or closure letter was
obtained from the applicable governmental regulatory authority (or the
environmental issue affecting the related Mortgaged Property was otherwise
listed by such governmental authority as "closed"); (E) such conditions or
circumstances identified in the Phase I environmental report were investigated
further and based upon such additional investigation, an environmental
consultant recommended no further investigation or remediation; (F) a party with
financial resources reasonably estimated to be adequate to cure the condition or
circumstance provided a guaranty or indemnity to the related Borrower to cover
the costs of any required investigation, testing, monitoring or remediation; (G)
the expenditure of funds reasonably estimated to be necessary to effect such
remediation is not greater than two percent (2%) of the outstanding principal
balance of the related Mortgage Loan; or (H) a lender's environmental insurance
policy was obtained and is a part of the related mortgage file. Notwithstanding
the preceding sentence, with respect to certain Mortgage Loans with an original
principal balance of less than $4,000,000, no environmental report may have been
obtained, but (in such cases where a Phase I environmental report was not
obtained) a lender's environmental insurance policy was obtained with respect to
each such Mortgage Loan and is a part of the related mortgage file. Each of such
environmental insurance policies is in full force and effect, the premiums for
such policies have been paid in full and the Trustee is named as an insured
under each of such policies. To the best of the Seller's knowledge, in reliance
on such environmental reports and except as set forth in such environmental
reports, each Mortgaged Property is in material compliance with all applicable
federal, state and local environmental laws, and to the best of the Seller's
knowledge, no notice of violation of such laws has been issued by any
governmental agency or authority, except, in all cases, as indicated in such
environmental reports or other documents previously provided to the Rating
Agencies; and the Seller has not taken any action which would cause the
Mortgaged Property to not be in compliance with all federal, state and local
environmental laws pertaining to environmental hazards;

            (xxviii) (1) Each Mortgage Loan contains provisions for the
acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without the consent of the holder of the Mortgage (and the Mortgage
requires the mortgagor to pay all fees and expenses associated with obtaining
such consent), the related Mortgaged Property is directly or indirectly
transferred or sold, and (2) except with respect to transfers of certain
interests in the related Borrower to persons already holding interests in such
Borrower, their family members, affiliated companies and other estate planning
related transfers that satisfy certain criteria specified in the related
Mortgage (which criteria is consistent with the practices of prudent commercial
mortgage lenders) or, if the related Mortgaged Property is a residential
cooperative property, transfers of stock of the related Borrower in connection
with the assignment of a proprietary lease for a unit in the related Mortgaged
Property by a tenant-shareholder of the related Borrower to other persons who by
virtue of such transfers become tenant-shareholders in the related Borrower,
each Mortgage Loan with a Stated Principal Balance of over $20,000,000 also
contains the provisions for the acceleration of the payment of the unpaid
principal balance of such Mortgage Loan if, without the consent of the holder of
the Mortgage (and the Mortgage requires the mortgagor to pay all fees and
expenses associated with obtaining such consent), a majority interest in the
related Borrower is directly or indirectly transferred or sold;

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

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

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

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

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

            (C) The ground lease has an original term (or an original term plus
      one or more optional renewal terms, which, under all circumstances, may be
      exercised, and will be enforceable, by the lender) that extends not less
      than 20 years beyond the stated maturity of the related Mortgage Loan;

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

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

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

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

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

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

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

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

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

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

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

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

            (xxxv) (A) The Mortgage Loan is directly secured by a Mortgage on a
commercial property or multifamily residential property, and (B) the fair market
value of such real property, as evidenced by an appraisal satisfying the
requirements of FIRREA conducted within 12 months of the origination of the
Mortgage Loan, was at least equal to 80% of the principal amount of the Mortgage
Loan (1) at origination (or if the Mortgage Loan has been modified in a manner
that constituted a deemed exchange under Section 1001 of the Code at a time when
the Mortgage Loan was not in default or default with respect thereto was not
reasonably foreseeable, the date of the last such modification) or (2) at the
date hereof; provided that the fair market value of the real property must first
be reduced by (X) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (Y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in (1) and (2) shall be made on an aggregated basis);

            (xxxvi) There are no subordinate mortgages encumbering the related
Mortgaged Property, nor are there any preferred equity interests held by the
Seller or any mezzanine debt related to such Mortgaged Property, except as set
forth in the Prospectus Supplement;

            (xxxvii) Except in cases where the related Mortgaged Property is a
residential cooperative property, the Mortgage Loan Documents executed in
connection with each Mortgage Loan having an original principal balance in
excess of $4,000,000 require that the related Borrower be a single-purpose
entity (for this purpose, "single-purpose entity" shall mean an entity, other
than an individual, having organizational documents which provide substantially
to the effect that it is formed or organized solely for the purpose of owning
and operating one or more Mortgaged Properties, is prohibited from engaging in
any business unrelated to such property and the related Mortgage Loan, does not
have any assets other than those related to its interest in the related
Mortgaged Property or its financing, or any indebtedness other than as permitted
under the related Mortgage Loan);

            (xxxviii) Each Mortgage Loan prohibits the related Borrower from
mortgaging or otherwise encumbering the Mortgaged Property without the prior
written consent of the mortgagee or the satisfaction of debt service coverage or
similar criteria specified therein and, except in connection with trade debt and
equipment financings in the ordinary course of Borrower's business, from
carrying any additional indebtedness, except, in each case, liens contested in
accordance with the terms of the Mortgage Loans or, with respect to each
Mortgage Loan having an original principal balance of less than $4,000,000, any
unsecured debt;

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

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

            (xli) Based solely on a flood zone certification or a survey of the
related Mortgaged Property, if any portion of the improvements on the Mortgaged
Property is located in an area identified by the Federal Emergency Management
Agency or the Secretary of Housing and Urban Development as having special flood
hazards categorized as Zone "A" or Zone "V" and flood insurance is available,
the terms of the Mortgage Loan require the Borrower to maintain flood insurance,
or at such Borrower's failure to do so, authorizes the Lender to maintain such
insurance at the cost and expense of the Borrower;

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

            (xliii) RESERVED.

            (xliv) To the knowledge of the Seller as of the date hereof, there
was no pending action, suit or proceeding, arbitration or governmental
investigation against any Borrower or Mortgaged Property, an adverse outcome of
which would materially and adversely affect such Borrower's ability to perform
under the related Mortgage Loan;

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

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

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

            (xlviii) Except as disclosed in the Prospectus Supplement with
respect to the Crossed Mortgage Loans and Mortgage Loans secured by multiple
Mortgaged Properties, no Mortgage Loan requires the lender to release any
portion of the Mortgaged Property from the lien of the related Mortgage except
upon (A) payment in full or defeasance of the related Mortgage Loan, (B) the
satisfaction of certain legal and underwriting requirements that would be
customary for prudent commercial mortgage lenders, (C) releases of unimproved
out-parcels or (D) releases of portions of the Mortgaged Property which will not
have a material adverse effect on the use or value of the collateral for the
related Mortgage Loan;

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

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

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

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

            (liii) Each Mortgage Loan constitutes a "qualified mortgage" within
the meaning of Section 860G(a)(3) of the Code (but without regard to the rule in
Treasury Regulation Section 1.860G-2(f)(2) that treats a defective obligation as
a qualified mortgage or any substantially similar successor provision) and all
Prepayment Premiums and Yield Maintenance Charges constitute "customary
prepayment penalties" within the meaning of Treasury Regulation Section
1.860G-1(b)(2);

            (liv) With respect to any Mortgage Loan that pursuant to the
Mortgage Loan Documents can be defeased, (A) the Mortgage Loan cannot be
defeased within two years after the Closing Date, (B) the Borrower can pledge
only "government securities" (within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, as amended) in an amount sufficient to make all
scheduled payments under the Mortgage Loan when due, (C) the Borrower is
required to provide independent certified public accountant's certification that
the collateral is sufficient to make such payments, (D) the loan may be required
to be assumed by a single-purpose entity designated by the holder of the
Mortgage Loan, (E) the Borrower is required to provide an opinion of counsel
that the Trustee has a perfected security interest in such collateral prior to
any other claim or interest, (F) the Borrower is required to pay all Rating
Agency fees associated with defeasance (if rating confirmation is a specific
condition precedent thereto) and all other reasonable expenses associated with
defeasance, including, but not limited to, accountant's fees and opinions of
counsel, (G) with respect to any Significant Trust Mortgage Loan (as defined in
the Pooling and Servicing Agreement), the Borrower is required to provide an
opinion of counsel that such defeasance will not cause any REMIC created under
the Pooling and Servicing Agreement to fail to qualify as a REMIC for federal or
applicable state tax purposes and (H) with respect to any Significant Trust
Mortgage Loan (as defined in the Pooling and Servicing Agreement), the Borrower
must obtain Rating Agency confirmation from each Rating Agency that the
defeasance would not result in such Rating Agency's withdrawal, downgrade or
qualification of the then current rating of any class of Certificate rated by
such Rating Agency;

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

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

            (lvii) Except as disclosed in the Prospectus Supplement, no Mortgage
Loan, and no group of Mortgage Loans made to the same Borrower and to Borrowers
that are affiliates, accounted for more than 5.0% of the aggregate of the Stated
Principal Balances of all of the Mortgage Loans and all the mortgage loans sold
to the Depositor by KeyBank National Association ("KeyBank") pursuant to that
certain Mortgage Loan Purchase Agreements, dated as of December 1, 2006 between
the Depositor and KeyBank; and

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

<PAGE>

                                                                       EXHIBIT B

                             AFFIDAVIT OF LOST NOTE

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

            _________________________________, being duly sworn, deposes and
says:

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

            2. that Column 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. (a) that Column, 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 Column Financial, Inc., under date of
               ______________ (the "Note");

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

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

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

            7. upon assignment of the Note by Column to Credit Suisse First
Boston Mortgage Securities Corp. (the "Depositor") and subsequent assignment by
the 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-C5 (the "Trustee") (which assignment may, at the
discretion of the Depositor, be made directly by Column to the Trustee) Column
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 Column's failure to deliver said original
Note to the Trustee.

                                               COLUMN FINANCIAL, INC.,


                                               By: _____________________________
                                                   Name:
                                                   Title:

Sworn to before me
this ________ day of [_______], 200[__]