Exhibit 4.2

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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 June 1, 2004



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<PAGE>

                                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.    Examination of Mortgage Files....................................
Section 16.    Successors.......................................................
Section 17.    Governing Law....................................................
Section 18.    Severability.....................................................
Section 19.    Further Assurances...............................................
Section 20.    Counterparts.....................................................
Section 21.    Treatment as Security Agreement..................................
Section 22.    Recordation of Agreement.........................................

Schedule I     Schedule of Transaction Terms

Schedule II    Mortgage Loan Schedule for Column Loans

Schedule III   Mortgage Loans Constituting Mortgage Groups

Schedule IV    Mortgage Loans with Lost Mortgage Notes

Schedule V     Exceptions with Respect to Seller's Representations and
               Warranties

Exhibit A      Representations and Warranties of Seller Regarding the Mortgage
               Loans

Exhibit B      Form of Lost Mortgage Note Affidavit

<PAGE>

                        MORTGAGE LOAN PURCHASE AGREEMENT

            This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of June 1, 2004, is made by and between COLUMN FINANCIAL, INC., a Delaware
corporation ("Seller"), and CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES
CORP., a Delaware corporation ("Depositor").

                                    RECITALS

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

            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.

            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, 100 Maiden Lane, New York, New York 10038,
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 (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 21(b) of this Agreement, including, without
limitation, (A) all scheduled payments of interest and principal due on or with
respect to the Mortgage Loans after the Cut-off Date and (B) all other payments
of interest, principal or yield maintenance charges received on or with respect
to the Mortgage Loans after the Cut-off Date, other than any such payments of
interest or principal or yield maintenance charges that were due on or prior to
the Cut-off Date. The Mortgage File for each Mortgage Loan (other than the
Beverly Center 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 or assignments showing a
complete chain of endorsement or assignment from the Mortgage Loan Originator
either in blank or to the Seller, and further endorsed by the Seller, on its
face or by allonge attached thereto, without recourse, 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
2004-C2, 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 2004-C2";

            (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), 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 2004-C2";

            (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), 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
2004-C2," which assignment may be included as part of an omnibus assignment
covering other documents relating to the Mortgage Loan (provided that such
omnibus assignment is effective under applicable law);

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

            (i) the original lender's title insurance policy or a copy thereof
(together with all endorsements or riders that were issued with or subsequent to
the issuance of such policy), or if the policy has not yet been issued, the
original or a copy of a binding written commitment (which may be a pro forma or
specimen title insurance policy which has been accepted or approved in writing
by the related title insurance company) or interim binder that is marked as
binding and countersigned by the title company, insuring the priority of the
Mortgage as a first lien on the related Mortgaged Property, relating to such
Mortgage Loan;

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

            (k) 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 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 transfer
such security interest to the Trustee;

            (l) the original or copy of the power of attorney (with evidence of
recording thereon) granted by the Borrower if the Mortgage, Note or other
document or instrument referred to above was not signed by the Borrower;

            (m) with respect to any debt of a Borrower permitted under the
related Mortgage Loan, an original or copy of a subordination agreement,
standstill agreement or other intercreditor, co-lender or similar agreement
relating to such other debt, if any, including (as applicable) any Intercreditor
Agreement, mezzanine loan documents or preferred equity documents, together
with, if the Mortgage Loan is an A Loan, a copy of the 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 security interest
to the Trustee on behalf of the Certificateholders);

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

            (p) the originals of letters of credit, if any, relating to the
Mortgage Loan;

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

            (r) the original ground lease, if any, and any amendments,
modifications or extensions thereto, and any ground lease estoppel, or a copy of
any of the foregoing;

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

            (t) any additional documents required to be added to the Mortgage
File pursuant to Section 3.20(i) of the Pooling and Servicing Agreement.

With respect to the Beverly Center Loan, the following documents:

            (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, N.A., as trustee for the registered holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2004-C2, 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 Beverly Center Intercreditor Agreement;

            (c) a copy of the Beverly Center Servicing Agreement; and

            (d) a copy of the documents comprising the "Mortgage File" under the
Beverly Center Servicing Agreement.

            Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan (other than with respect to the Beverly Center 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, the Seller: (i) shall
deliver, or cause to be delivered, to the Trustee a duplicate original or true
copy of such document 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, within 120
days of the Closing Date, which period may be extended up to two times, in each
case for an additional period of 45 days (provided that the Seller, as certified
in writing to the Trustee prior to each such 45-day extension, is in good faith
attempting to obtain from the appropriate county recorder's office such original
or photocopy). Compliance with this paragraph will satisfy the Seller's delivery
requirements under this Section 3 with respect to the subject document(s).

            Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan (other than with respect to the Beverly Center 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 other than 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 has been lost, the delivery
requirements of this Agreement shall be deemed to have been satisfied and such
non-delivered document shall be deemed to have been included in the related
Mortgage File if a photocopy of such non-delivered document (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 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 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
office where such UCC Financing Statement has been delivered for filing, 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 upon its return, together with the
related original UCC Financing Statement assignment in a form appropriate for
filing.

            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 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 such 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
(other than with respect to the Beverly Center Loan) 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 (other than with respect to the Beverly Center Loan) (including
reserve and escrow agreements, rent rolls, leases, environmental and engineering
reports, third-party underwriting reports, appraisals, surveys, legal opinions,
estoppels, financial statements, operating statements and any other information
provided by the respective Borrower from time to time, but excluding any
attorney/client privileged communications and documents prepared by the Seller
or any of its Affiliates solely for internal communication (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 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 (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.

            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 (other
than with respect to the Beverly Center Loan) in the name of the Seller or any
other name, to be transferred to the Master Servicer (or 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, 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 Mortgage Note, the 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). Regardless of
its treatment of the transfer of the Mortgage Loans to the Depositor under GAAP,
Seller shall at all times following the Closing Date cause all of its records
and financial statements and any relevant consolidated financial statements of
any direct or indirect parent to clearly reflect that the Mortgage Loans have
been transferred to 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 in the Exception Report) shall be true and correct in all
material respects as of the Closing Date; and 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, 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 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) 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
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. The Seller shall reasonably cooperate with
the Trustee and the Special Servicer in connection with any additional powers of
attorney or revisions thereto that are requested by such parties.

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

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

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

            (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 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 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 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 in the Exception Report, are true and
      correct in all material respects as of the date hereof with respect to the
      Mortgage Loans identified on Schedule II.

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

            Section 7. Obligations of Seller. Each of the representations and
warranties contained in or required to be made by Seller pursuant to Section 6
of this Agreement shall survive the sale of the Mortgage Loans and shall
continue in full force and effect, notwithstanding any restrictive or qualified
endorsement on the Notes and notwithstanding subsequent termination of this
Agreement or the Pooling and Servicing Agreement. The representations and
warranties contained in or required to be made by Seller pursuant to Section 6
of this Agreement shall not be impaired by any review or examination of the
Mortgage Files or other documents evidencing or relating to the Mortgage Loans
or any failure on the part of Depositor to review or examine such documents and
shall inure to the benefit of the initial transferee of the Mortgage Loans from
Depositor including, without limitation, the Trustee for the benefit of the
Holders of the Certificates, notwithstanding any restrictive or qualified
endorsement on any Note, assignment of Mortgage or reassignment of Assignment of
Leases 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 the Mortgage Loans 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), 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 any Mortgage Loan or the
interests of the Certificateholders therein (any Breach or Defect that
materially and adversely affects the value of any Mortgage Loan or the interests
of the Certificateholders therein, a "Material Breach" and a "Material Defect",
respectively), then the Seller shall, upon request of the Depositor, the
Trustee, the Master Servicer or the Special Servicer, not later than the earlier
of 90 days from the receipt by the Seller of such request (subject to the second
succeeding paragraph, the "Initial Resolution Period"): (i) cure such Breach or
Defect in all material respects; (ii) repurchase the affected Mortgage Loan at
the applicable Purchase Price (as defined in the Pooling and Servicing
Agreement); or (iii) substitute, in accordance with the Pooling and Servicing
Agreement, one or more Qualified Substitute Mortgage Loans (as defined in the
Pooling and Servicing Agreement) for such affected Mortgage Loan (provided that
in no event shall any substitution occur later than the second anniversary of
the Closing Date) and pay the 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 Defect is capable of being cured but not within
the Initial Resolution Period, (ii) such Material Breach or Material Defect does
not cause the related Mortgage Loan not to be a "qualified mortgage" (within the
meaning of Section 860G(a) 3) of the Code), (iii) the Seller has commenced and
is diligently proceeding with the cure of such Material Breach or Material
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 Defect or material Breach. 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 related date of substitution shall be part of the Trust Fund;
and (C) scheduled payments of principal and interest due with respect to such
Qualified Substitute Mortgage Loan(s) on or prior to the related date of
substitution shall not be part of the Trust Fund, and 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, 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.

            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 the discovery of such
Defect or Breach by any party to the Pooling and Servicing Agreement (so long as
Seller received prompt notice thereof pursuant to this Section 7) or 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 Defect in all material respects within the
applicable Initial Resolution Period (as extended pursuant to this Section 7),
or if such Breach or Defect is not capable of being so corrected or cured with
such period, then the Seller shall purchase 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 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 Defect or Material Breach exists or to repurchase or
substitute for the aggregated Crossed Mortgage Loans. 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. In the event that one or more of such other Crossed Mortgage Loans
satisfy the Crossed Mortgage Loan Repurchase Criteria, the Seller may elect
either to repurchase or substitute for only the affected Crossed Mortgage Loan
as to which the related Breach or Defect exists or to repurchase or substitute
for all of the Crossed Mortgage Loans in the related Mortgage Group. 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 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
Mortgaged Loan may, pursuant to the terms of the related Mortgage Loan
Documents, be severed to allow for the repurchase of a portion of the Mortgage
Loan representing the affected Mortgaged Property and the Mortgage Loan
remaining after such severance 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) such 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 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 or cause them to be released, to Seller and shall execute and
deliver such instruments of transfer or assignment as shall be necessary to vest
in 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.

            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.

            If the Seller has an obligation to repurchase the Beverly Center
Companion Loan from the Series 2004-C1 Trust by reason of a "Material Document
Defect" or a "Material Breach" (as such terms are defined in the Series 2004-C1
Pooling and Servicing Agreement), then the Seller shall repurchase the Beverly
Center Loan at the Purchase Price contemporaneously with any repurchase of the
Beverly Center Companion 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 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 all
Crossed Mortgage Loans). 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 (liv)(F) set forth on Exhibit A hereto. 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.

            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 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,
with a copy to Tessa Peters, Esq., Legal & Compliance Department, Telecopy No.:
(212) 325-8282, or such other address 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 as may be designated
by the Seller to the Depositor in writing.

            Section 15. 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 16. Successors. This Agreement shall inure to the benefit of
and shall be binding upon Seller and Depositor and their respective successors,
permitted assigns and legal representatives, 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 persons and for the benefit of no other person; it being
understood that (a) the indemnities of Seller contained in that certain Mortgage
Loan Seller Indemnification Agreement dated May 27, 2004 among Seller,
Depositor, Credit Suisse First Boston LLC (on behalf of itself and the other
Underwriters) and the Initial Purchaser, subject to all limitations therein
contained, shall also be for the benefit of the officers and directors of
Depositor, the Underwriters and the Initial Purchaser and any person or persons
who control Depositor, the Underwriters and the Initial Purchaser within the
meaning of Section 15 of the Securities Act or Section 20 of the 1934 Act, and
(b) the rights of Depositor pursuant to this Agreement, subject to all
limitations herein contained, including those set forth in Section 7 of this
Agreement, may be assigned to the Trustee, for benefit of the
Certificateholders, as may be required to effect the purposes of the Pooling and
Servicing Agreement and, upon such assignment, the Trustee shall succeed to such
rights of Depositor hereunder, provided that the Trustee shall have no right to
further assign such rights to any other Person. No owner of a Certificate issued
pursuant to the Pooling and Servicing Agreement shall be deemed a successor
because of such ownership.

            Section 17. 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. TO THE FULLEST EXTENT PERMITTED UNDER
APPLICABLE LAW, THE SELLER AND THE DEPOSITOR EACH HEREBY IRREVOCABLY (I) SUBMITS
TO THE JURISDICTION OF ANY NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK
CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II)
AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES, TO THE
FULLEST POSSIBLE EXTENT, THE DEFENSE OF AN INCONVENIENT FORUM; AND (IV) AGREES
THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW.

            Section 18. 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 19. Further Assurances. Depositor and Seller agree to
execute and deliver such instruments and take such actions as the other parties
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement.

            Section 20. 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 21. 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 (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, financial intermediaries, bailees or agents of, or persons
holding for (as applicable), Depositor or its assignee for the purpose of
perfecting such security interest under applicable law.

            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 execute and file such UCC Financing
Statements as may be necessary or appropriate to accomplish the foregoing.

            Section 22. 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: _____________________________
                                                   Name:
                                                   Title:


                                               CREDIT SUISSE FIRST BOSTON
                                                   MORTGAGE SECURITIES CORP.,
                                                   as Depositor


                                               By: _____________________________
                                                   Name:
                                                   Title:

<PAGE>

                                                                      SCHEDULE I

                          SCHEDULE OF TRANSACTION TERMS

            This Schedule of Transaction Terms is appended to and incorporated
by reference in the Mortgage Loan Purchase Agreement (the "Agreement"), dated as
of June 1, 2004, between Column Financial, Inc. (the "Seller") and Credit Suisse
First Boston Mortgage Securities Corp. (the "Depositor"). Capitalized terms used
herein without definition have the meanings given them in or by reference in the
Agreement or, if not defined in the Agreement, in the Pooling and Servicing
Agreement.

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

            "Borrower" means the borrower under a Mortgage Loan.

            "Certificate Purchase Agreement" means the Certificate Purchase
Agreement, dated May 27, 2004, between Depositor and the Initial Purchaser.

            "Certificates" means the Credit Suisse First Boston Mortgage
Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2004-C2,
issued in multiple classes.

            "Closing Date" means June 11, 2004.

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

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

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

            "Cut-off Date" means, individually and collectively, the applicable
Due Dates for the respective Mortgage Loans occurring in June 2004.

            "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 First Boston LLC.

            "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.

            "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 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 the Agreement.

            "Offering Circular" means the confidential offering circular dated
May 27, 2004, 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 June 1,
2004, among the Master Servicer, the Special Servicer, the Depositor and the
Trustee, including, without limitation, the exhibits and schedules annexed
thereto.

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

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

            "Prospectus" means the Prospectus, dated May 14, 2004, that is a
part of the Depositor's registration statement on Form S-3 (File No. 333-97955).

            "Prospectus Supplement" means the Prospectus Supplement, dated May
27, 2004, relating to the Publicly Offered Certificates.

            "Publicly Offered Certificates" means the Class A-1, Class A-2,
Class B, Class C, Class D and Class E 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.

            "Underwriters" means Credit Suisse First Boston LLC, KeyBanc Capital
Markets, a Division of McDonald Investments Inc., J.P. Morgan Securities Inc.
and WaMu Capital Corp.

            "Underwriting Agreement" means the Underwriting Agreement, dated May
27, 2004, between the Depositor and Credit Suisse First Boston LLC, on behalf of
itself and the other Underwriters.

<PAGE>

                                                                     SCHEDULE II

                             MORTGAGE LOAN SCHEDULE

                                 [see attached]

<PAGE>

<TABLE>
<CAPTION>


 #    Crossed   Property Name                                 Address                                             City
---   -------   -------------------------------------------   -------------------------------------------------   ----------------
<S>   <C>       <C>                                           <C>                                                 <C>
  1             Beverly Center                                8500 Beverly Boulevard                              Los Angeles
  2             230 Park Avenue South                         230 Park Avenue South                               New York
  3             La Habra Marketplace                          1331-1941 West Imperial Highway                     La Habra
  4             Valley Hills Mall                             1960 Highway 70 Southeast                           Hickory
  5             Airport Plaza                                 Route 110 & Conklin Street                          Farmingdale
  6             Energy Centre                                 1100 Poydras Street                                 New Orleans
  8             30 South Meridian                             30 South Meridian                                   Indianapolis
  9             Center of Bonita Springs                      3300 Bonita Beach Road                              Bonita Springs
10a             The Brittany                                  1874 Brittany Drive                                 Melbourne
10b             The Park                                      2500 Eastway Drive                                  Charlotte
10c             The Bay Club                                  9350 South Padre Island Drive                       Corpus Christi
 11             Maui Coast Hotel                              2259 South Kihei Road                               Kihei
 13             Centre at Golden Ring II                      8640 Pulaski Highway                                Baltimore
 14      A      Tierra West Mobile Home Park                  224 Paseo Del Volcan, Southwest                     Albuquerque
 15      A      Village Park Mobile Home Park                 10200 2nd Street Northwest                          Albuquerque
 16      A      Aztec Village                                 3000 Aztec Road                                     Albuquerque
 17      A      Longview Mobile Home Park                     10200 Central Avenue Southwest                      Albuquerque
 19             Stancliff Park Apartments                     10305 Lands End Drive                               Houston
 20             Northwoods Plaza Shopping Center              7601-7833 North Kings Highway                       Myrtle Beach
 22             Park 270 II                                   1801 Park 270 Drive                                 Maryland Heights
 23      B      Shadow Oaks Apartments                        13901 North Florida Avenue                          Tampa
 24      B      Ralston Place Apartments                      2803 West Sligh Avenue                              Tampa
 25             Mallard Creek Apartments                      23423 US Highway 59                                 Houston
 27             Corner Lakes Plaza                            16825-16889 East Colonial Drive                     Orlando
 28             Arbors of Central Park Apartments             2701 Parkview lane                                  Bedford
30a             Maxwell Portfolio - Guilford Station          5529-5567 West Market Street                        Greensboro
30b             Maxwell Portfolio - Shops on the Curve        1622 Stanley Road                                   Greensboro
30c             Maxwell Portfolio - Shops at Kirkwood         2501 Lawndale Drive                                 Greensboro
30d             Maxwell Portfolio - Stanley Road Shops        1621 Stanley Road                                   Greensboro
 31             TownePlace Suites                             5424 Citrus Boulevard                               Harahan
 33             Hunt Club Apartments                          1001 Fuller Wiser Road                              Euless
 36             Squire Hill II Apartments                     1000 Old Brook Road                                 Charlottesville
 40             Comfort Suites Chesapeake                     1550 Crossways Boulevard                            Chesapeake
 41             Branchester Lakes Apartments                  6797 Lake Road                                      Prince George
 44             Shadow Creek Apartments                       2807 Daniel McCall Drive                            Lufkin
 46             Moore Court Apartments                        230-386 Moore Court & 150-295 Glen Street           Grayslake
 47             Chablis Villas                                6592 Steinway Drive                                 Reynoldsburg
 48             Evergreen Office Tower                        9600 South Western Avenue                           Evergreen Park
 49             The Chelsea Apartments                        163 Treasure Way                                    San Antonio
 51             Village of Northampton Apartments             1778 Northampton Road                               Akron
 54             Great Petaluma Mill                           6 North Petaluma Boulevard                          Petaluma
 56             Indian Wells Recreational Vehicle Park        47-340 Jefferson Street                             Indio
 57             Wimbledon Plaza                               11770-11818 Springfield Pike                        Springdale
 59             Cornerstone Plaza Shopping Center             4051 FM 1960 West                                   Houston
 60             St. George Medical Park                       736 South 900 East                                  St. George
 61             Fort Pike Commons                             85 Worth Road                                       Sackets Harbor
 62             Cordova Crossing Shopping Center              5010 & 5020 Bayou Boulevard                         Pensacola
 63             Braves Village                                5411 Dick Pond Road                                 Socastee
 64             Farmbrook Medical Building I                  29829 Telegraph Road                                Southfield
 65             Meridian Center                               16116 Meridian East                                 Puyallup
 67             Regency Apartments                            4350 West Kennedy Boulevard                         Tampa
 68             Woodmont Crescent                             7766 - 7770 Woodmont                                Bethesda
 69             Mountain View Acres Mobile Home Park          3156 Esplanade                                      Chico
 71             Main Street Commons                           3463-A Lawrenceville Suwannee Road                  Suwanee
 72             Market Ridge Apartments                       137-157 25th Street Northwest                       Canton
 73             Newberry Square Apartments                    35240 West Michigan Avenue                          Wayne
 74             312 South State                               300, 302, 312 and 314 South State Street            Ann Arbor
 75             Mirage Villa Apartments                       9895 Florida Boulevard                              Baton Rouge
 77             Adam's Mini Storage                           7910 & 8161 Eastex Freeway                          Beaumont
 79             Holden & Manor Retail Center                  884 Manor Road                                      Staten Island
 80             Hester Business Rentals                       1000 Detroit Avenue                                 Concord
 81             Hunt Creek Commons                            171 - 199 Relco Drive                               Manchester
 82             Huntington Professional Park                  699 South Friendswood Drive                         Friendswood
 83             White Rose Shopping Center                    225 - 299 West Cocoa Beach Causeway                 Cocoa Beach
 84             Takoma Park Plaza                             6501 New Hampshire Avenue                           Takoma Park
 85             Knollwood Park                                100 McElroy Drive                                   Mankato
 86             Sunset Market Plaza & 1300 Lilac Apartments   1371-1397 Sunset Boulevard and 1300 Lilac Terrace   Los Angeles
 87             Dakin Mobile Home Community                   5434 Waynesville Road                               Waynesville
 88             Apple Valley Mobile Home Park                 22325 Highway 18                                    Apple Valley
 89             The Meadows Apartments                        1402-1404 Fannidella Drive                          Carrollton
 90             Sunrise Shopping Center                       19509 N. Sunrise Blvd                               Surprise
 91             1665 Lamont                                   1665 Lamont Street Northwest                        Washington
 92             Crofton Apartments                            15627 Southeast Stark Street                        Portland
 93             1627 Lamont                                   1627 Lamont Street Northwest                        Washington
 94             Mount West Apartments                         1414 West 71st Avenue and 1411 West 72nd Avenue     Philadelphia
 95             Colonial Point Apartments                     7698 Colonial Point Lane                            Gloucester Point
 96             Blue Mountain Village                         1 Blue Mountain Village                             Saylorsburg
 97             InSite Chicago Ashland                        4800 - 4818 South Ashland Avenue                    Chicago
 98             Storage Place of Katy, Texas                  5310 East 5th Street                                Katy
 99             43 New Brunswick Avenue                       43 New Brunswick Avenue                             Woodbridge
100             Village Mobile Home Park                      3956 Agua Fria                                      Santa Fe
101             Wal-mart Supercenter outparcel-Memphis        7539 Winchester Road                                Memphis
102             Occidental Boulevard                          248 South Occidental Boulevard                      Los Angeles
103             Waters Edge Towns Apartments                  500-537 Mill Cove Court                             Fayetteville
104             Schuulyer & Flaherty                          24-32 Schulyer Street and 64 Flaherty Lane          Manchester
105             Fulcher Avenue                                5611 Fulcher Avenue                                 North Hollywood
106             Roselle Park Apartments                       428 Chestnut Street                                 Roselle Park
107             Spaulding Apartments                          15-25 Forrest Drive                                 East Greenbush
108             2112 O Street                                 2112 O Street Northwest                             Washington
109             Notre Dame Ave                                6 & 14 Notre Dame Avenue                            Manchester

<CAPTION>
                       Mortgage      Net Mortgage                                                  Rem.
               Zip      Rate at        Rate at        Original             Cut-off               Term to          Maturity
 #    State   Code    Cut-Off (1)    Cut-Off (1)       Balance           Balance (1)         Maturity (2) (3)   Date (2) (3)
---   -----   -----   -----------    ------------    -----------   ---   -----------   ---   ----------------   ------------
<S>   <C>     <C>     <C>            <C>             <C>           <C>   <C>           <C>   <C>                <C>
  1    CA     90048         5.090%         5.0576%   $84,500,000   (8)   $84,500,000   (8)                116      2/11/2014
  2    NY     10003         6.330%         6.2975%   $83,000,000         $82,454,224                      175      1/11/2019
  3    CA     90631         5.280%         5.2475%   $62,550,000         $62,550,000                      119      5/11/2014
  4    NC     28602         4.728%         4.6950%   $62,000,000         $61,780,421                      117       3/5/2014
  5    NY     11735         6.200%         6.1675%   $55,000,000         $54,752,854                      115      1/11/2014
  6    LA     70163         5.690%         5.6575%   $54,000,000         $53,679,644                      114     12/11/2013
  8    IN     46204         6.090%         6.0575%   $23,500,000         $23,391,847                      115      1/11/2014
  9    FL     34134         6.010%         5.9775%   $23,000,000         $22,892,304                      115      1/11/2014
10a    FL     32903         6.020%         5.9875%    $9,600,000          $9,537,212                      113     11/11/2013
10b    NC     28205         6.020%         5.9875%    $7,992,590          $7,940,315                      113     11/11/2013
10c    TX     78418         6.020%         5.9875%    $5,000,000          $4,967,298                      113     11/11/2013
 11    HI     96753         6.670%         6.6375%   $22,000,000         $21,838,326                      114     12/11/2013
 13    MD     21237         5.830%         5.7975%   $19,500,000         $19,405,106                      115      1/11/2014
 14    NM     87121         5.500%         5.4675%    $8,030,000          $8,030,000                      113     11/11/2013
 15    NM     87114         5.500%         5.4675%    $3,400,000          $3,400,000                      113     11/11/2013
 16    NM     87107         5.500%         5.4675%    $3,270,000          $3,270,000                      113     11/11/2013
 17    NM     85345         5.500%         5.4675%    $1,000,000          $1,000,000                      113     11/11/2013
 19    TX     77099         5.800%         5.7675%   $13,812,500         $13,717,785                      113     11/11/2013
 20    SC     29572         5.600%         5.5675%   $13,680,000         $13,610,116                      115      1/11/2014
 22    MO     63146         5.170%         5.1375%   $13,000,000         $13,000,000                       55      1/11/2009
 23    FL     33613         5.510%         5.4775%    $6,875,000          $6,845,791                       80      2/11/2011
 24    FL     33614         5.510%         5.4775%    $6,100,000          $6,074,084                       80      2/11/2011
 25    TX     77339         5.810%         5.7775%   $11,000,000         $10,936,425                       54     12/11/2008
 27    FL     32820         5.800%         5.7675%    $8,550,000          $8,550,000                      114     12/11/2013
 28    TX     76022         6.020%         5.9875%    $8,500,000          $8,453,097                      114     12/11/2013
30a    NC     27409         6.140%         6.1075%    $2,780,800          $2,770,407                      116      2/11/2014
30b    NC     27407         6.140%         6.1075%    $2,196,200          $2,187,992                      116      2/11/2014
30c    NC     27408         6.140%         6.1075%    $1,722,200          $1,715,763                      116      2/11/2014
30d    NC     27407         6.140%         6.1075%    $1,200,800          $1,196,312                      116      2/11/2014
 31    LA     70123         6.350%         6.3175%    $7,900,000          $7,857,838                       56      2/11/2009
 33    TX     76039         6.140%         6.1075%    $7,800,000          $7,758,097                      114     12/11/2013
 36    VA     22901         5.840%         5.8075%    $7,500,000          $7,463,580                      115      1/11/2014
 40    VA     23320         6.720%         6.6875%    $6,600,000          $6,536,203                      115      1/11/2014
 41    VA     23875         5.780%         5.7475%    $6,550,000          $6,511,895                      114     12/11/2013
 44    TX     75901         5.930%         5.8975%    $6,000,000          $5,940,812                       77     11/11/2028
 46    IL     60030         5.300%         5.2675%    $5,750,000          $5,724,528                      116      2/11/2014
 47    OH     43068         5.700%         5.6675%    $5,680,000          $5,640,214                      113     11/11/2013
 48    IL     60606         5.960%         5.9275%    $5,600,000          $5,573,495                      115      1/11/2014
 49    TX     78209         5.040%         5.0075%    $5,600,000          $5,567,896                       79      1/11/2011
 51    OH     44313         5.610%         5.5775%    $5,300,000          $5,268,009                      114     12/11/2013
 54    CA     94952         6.120%         6.0875%    $4,800,000          $4,754,139                      113     11/11/2013
 56    CA     92201         5.290%         5.2575%    $4,300,000          $4,267,185                       53     11/11/2008
 57    OH     45246         6.310%         6.2475%    $4,100,000          $4,078,804                      114     12/11/2013
 59    TX     77068         6.510%         6.4775%    $3,700,000          $3,657,341                      111      9/11/2013
 60    UT     84790         6.070%         6.0375%    $3,700,000          $3,649,639                      176      2/11/2019
 61    NY     13685         6.050%         6.0175%    $3,600,000          $3,573,555                      112     10/11/2013
 62    FL     32503         5.930%         5.8975%    $3,550,000          $3,533,089                      115      1/11/2014
 63    SC     29575         5.720%         5.6875%    $3,500,000          $3,479,311                      116      2/11/2014
 64    MI     48034         6.260%         6.2275%    $3,200,000          $3,183,268                      114     12/11/2013
 65    WA     98375         6.000%         5.9675%    $3,050,000          $3,033,095                      114     12/11/2013
 67    FL     33609         5.550%         5.5175%    $3,000,000          $2,984,513                       55      1/11/2009
 68    MD     20814         5.980%         5.9475%    $3,000,000          $2,980,208                      113     11/11/2013
 69    CA     95973         5.750%         5.7175%    $2,960,000          $2,945,349                      115      1/11/2014
 71    GA     30024         6.120%         6.0875%    $2,787,500          $2,774,754                      115      1/11/2014
 72    OH     44709         5.370%         5.3375%    $2,800,000          $2,774,277                      114     12/11/2013
 73    MI     48184         6.250%         6.2175%    $2,450,000          $2,439,110                      175      1/11/2019
 74    MI     48104         6.500%         6.4375%    $2,400,000          $2,381,823                      114     12/11/2013
 75    LA     70815         6.170%         6.1375%    $2,400,000          $2,380,744                      114     12/11/2013
 77    TX     77708         7.020%         6.9875%    $2,300,000          $2,284,131                      114     12/11/2013
 79    NY     10314         6.330%         6.2975%    $2,100,000          $2,086,191                      115      1/11/2014
 80    CA     94518         6.290%         6.2575%    $2,090,000          $2,070,600                      113     11/11/2013
 81    TN     37355         5.890%         5.8575%    $2,060,000          $2,050,103                      115      1/11/2014
 82    TX     77546         6.030%         5.9975%    $1,925,000          $1,914,401                      114     12/11/2013
 83    FL     32931         6.490%         6.4575%    $1,850,000          $1,835,964                      114     12/11/2013
 84    MD     20783         6.000%         5.9675%    $1,725,000          $1,713,006                      115      1/11/2014
 85    MN     56001         5.980%         5.9475%    $1,600,000          $1,591,092                      114     12/11/2013
 86    CA     90026         6.260%         6.2275%    $1,600,000          $1,589,353                      115      1/11/2014
 87    OH     45068         6.060%         6.0275%    $1,550,000          $1,544,111                      116      2/11/2014
 88    CA     92307         6.040%         6.0075%    $1,550,000          $1,541,485                      114     12/11/2013
 89    TX     75006         5.880%         5.8475%    $1,525,000          $1,509,830                       53     11/11/2008
 90    AZ     85374         5.950%         5.9175%    $1,515,000          $1,506,370                      116      2/11/2014
 91    DC     20010         5.940%         5.9075%    $1,390,000          $1,378,397                       54     12/11/2008
 92    OR     97233         6.040%         6.0075%    $1,350,000          $1,341,310                      114     12/11/2013
 93    DC     20010         5.940%         5.9075%    $1,325,000          $1,313,940                       54     12/11/2008
 94    PA     19126         6.090%         6.0575%    $1,280,000          $1,271,234                      115      1/11/2014
 95    VA     23062         5.900%         5.8675%    $1,250,000          $1,242,917                      114     12/11/2013
 96    PA     18353         5.990%         5.9575%    $1,200,000          $1,195,374                      116      2/11/2014
 97    IL     60609         6.160%         6.1275%    $1,160,000          $1,150,677                      114     12/11/2013
 98    TX     77493         6.390%         6.3575%    $1,050,000          $1,041,892                      114     12/11/2013
 99    NJ     07095         6.340%         6.3075%    $1,000,000            $989,850                      115      1/11/2014
100    NM     87507         6.580%         6.5475%      $975,000            $961,527                      113     11/11/2013
101    TN     38125         6.210%         6.1775%      $962,000            $957,687                      115      1/11/2014
102    CA     90026         6.200%         6.1675%      $815,000            $810,680                      114     12/11/2013
103    NC     28314         6.460%         6.4275%      $800,000            $792,787                      113     11/11/2013
104    NH     03102         6.160%         6.1275%      $775,000            $767,645                      113     11/11/2013
105    CA     91601         6.200%         6.1675%      $705,000            $701,263                      114     12/11/2013
106    NJ     07204         6.700%         6.6675%      $700,000            $693,216                      235      1/11/2024
107    NY     12144         6.280%         6.2475%      $685,000            $680,457                      115      1/11/2014
108    DC     20037         6.100%         6.0675%      $525,000            $521,625                      113     11/11/2013
109    NH     03102         6.080%         6.0475%      $500,000            $496,570                      115      1/11/2014

<CAPTION>
                    Orig           Rem.                                             Sq. Ft./
                   Amort.         Amort.                                             Rooms/
 #     ARD (4)      Term           Term    Monthly Payment (5)                        Pads
---   ----------   ------   ---   ------   -------------------   ----------------------------------------------
<S>   <C>          <C>      <C>   <C>      <C>                   <C>
  1      N/A          360   (9)      360              $455,726                                          855,015
  2      N/A          300            295              $551,637                                          341,125
  3      N/A          336            336              $356,846                                          375,627
  4      N/A          360            357              $322,581                                          293,670
  5      N/A          360            355              $336,858                                          447,154
  6      N/A          360            354              $313,074                                          762,131
  8      N/A          360            355              $142,257                                          298,341
  9      N/A          360            355              $138,045                                          307,658
10a      N/A          360            353               $57,680                                              210
10b      N/A          360            353               $48,022                                              454
10c      N/A          360            353               $30,042                                              248
 11      N/A          300            294              $150,891                                              265
 13      N/A          360            355              $114,790                                          117,927
 14      N/A          324            324               $47,629                                              653
 15      N/A          324            324               $20,167                                              180
 16      N/A          324            324               $19,396                                              163
 17      N/A          324            324                $5,931                                               90
 19      N/A          360            353               $81,045                                              400
 20      N/A          360            355               $78,534                                          189,030
 22      N/A          336            336               $73,297                                          151,277
 23      N/A          360            356               $39,079                                              200
 24      N/A          360            356               $34,673                                              200
 25      N/A          360            354               $64,613                                              291
 27      N/A          360            360               $50,167                                           76,737
 28      N/A          360            354               $51,071                                              192
30a      N/A          360            356               $16,923                                           33,370
30b      N/A          360            356               $13,366                                           20,491
30c      N/A          360            356               $10,481                                           14,959
30d      N/A          360            356                $7,308                                           10,400
 31      N/A          300            296               $52,603                                              125
 33      N/A          360            354               $47,469                                              204
 36      N/A          360            355               $44,198                                              162
 40      N/A          240            235               $50,066                                              124
 41      N/A          360            354               $38,349                                              120
 44   11/11/2010      300            293               $38,402                                              138
 46      N/A          360            356               $31,930                                              100
 47      N/A          360            353               $32,967                                              182
 48      N/A          360            355               $33,431                                          119,061
 49      N/A          360            355               $30,199                                               90
 51      N/A          360            354               $30,460                                               95
 54      N/A          300            293               $31,280                                           45,597
 56      N/A          360            353               $23,851                                              305
 57      N/A          360            354               $25,405                                           48,300
 59      N/A          300            291               $25,006                                           49,708
 60      N/A          180            176               $31,363                                           39,929
 61      N/A          360            352               $21,700                                              120
 62      N/A          360            355               $21,125                                           19,611
 63      N/A          300            296               $21,955                                           59,762
 64      N/A          360            354               $19,724                                           33,955
 65      N/A          360            354               $18,286                                           16,800
 67      N/A          360            355               $17,128                                               78
 68      N/A          360            353               $17,948                                           14,674
 69      N/A          360            355               $17,274                                              124
 71      N/A          360            355               $16,928                                           23,906
 72      N/A          300            294               $16,978                                              113
 73      N/A          360            355               $15,085                                               64
 74      N/A          300            294               $16,205                                           13,912
 75      N/A          300            294               $15,714                                              131
 77      N/A          300            294               $16,285                                           68,007
 79      N/A          300            295               $13,957                                           11,270
 80      N/A          300            293               $13,839                                           49,100
 81      N/A          360            355               $12,205                                           20,875
 82      N/A          360            354               $11,579                                           19,116
 83      N/A          300            294               $12,480                                           28,786
 84      N/A          300            295               $11,114                                           16,974
 85      N/A          360            354                $9,572                                              117
 86      N/A          300            295               $10,565    22,755 SF (Retail) and 13 units (Multifamily)
 87      N/A          360            356                $9,353                                               74
 88      N/A          360            354                $9,333                                              101
 89      N/A          300            293                $9,714                                               74
 90      N/A          300            296                $9,715                                            8,765
 91      N/A          300            294                $8,905                                               27
 92      N/A          336            330                $8,338                                               42
 93      N/A          300            294                $8,488                                               21
 94      N/A          300            295                $8,318                                               53
 95      N/A          360            354                $7,414                                               56
 96      N/A          360            356                $7,187                                               47
 97      N/A          300            294                $7,588                                            7,192
 98      N/A          300            294                $7,018                                           46,575
 99      N/A          240            235                $7,362                                           35,000
100      N/A          240            233                $7,315                                               42
101      N/A          360            355                $5,898                                            6,000
102      N/A          360            354                $4,992                                               21
103      N/A          300            293                $5,382                                               30
104      N/A          300            293                $5,069                                               18
105      N/A          360            354                $4,318                                               19
106      N/A          240            235                $5,302                                               25
107      N/A          300            295                $4,531                                               27
108      N/A          360            353                $3,181                                                7
109      N/A          300            295                $3,246                                               10

<CAPTION>
         Master
      Servicing Fee                                                  Earthquake   Environmental       Fee/         Letter
 #        Rate        Due Date (6)   ARD Loan (4)   Defeasance (7)   Insurance      Insurance       Leasehold     of Credit
---   -------------   ------------   ------------   --------------   ----------   -------------   -------------   ---------
<S>   <C>             <C>            <C>            <C>              <C>          <C>             <C>             <C>
  1          0.0300%             11        No             Yes            Yes            No           Leasehold        N/A
  2          0.0300%             11        No             Yes            N/A            No              Fee           N/A
  3          0.0300%             11        No             Yes            N/A            No              Fee           N/A
  4          0.0300%              5        No             Yes            N/A            No              Fee           N/A
  5          0.0300%             11        No             Yes            N/A            No              Fee           N/A
  6          0.0300%             11        No             Yes            N/A            No              Fee           N/A
  8          0.0300%             11        No             Yes            N/A            No              Fee           N/A
  9          0.0300%             11        No             Yes            N/A            No              Fee           N/A
10a          0.0300%             11        No             Yes            N/A            No              Fee           N/A
10b          0.0300%             11        No             Yes            N/A            No              Fee           N/A
10c          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 11          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 13          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 14          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 15          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 16          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 17          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 19          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 20          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 22          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 23          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 24          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 25          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 27          0.0300%             11        No             Yes            N/A            No              Fee           Yes
 28          0.0300%             11        No             Yes            N/A            No              Fee           N/A
30a          0.0300%             11        No             Yes            N/A            No              Fee           N/A
30b          0.0300%             11        No             Yes            N/A            No              Fee           N/A
30c          0.0300%             11        No             Yes            N/A            No              Fee           N/A
30d          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 31          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 33          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 36          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 40          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 41          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 44          0.0300%             11       Yes             Yes            N/A            No              Fee           N/A
 46          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 47          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 48          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 49          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 51          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 54          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 56          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 57          0.0600%             11        No             Yes            N/A            No              Fee           N/A
 59          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 60          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 61          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 62          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 63          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 64          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 65          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 67          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 68          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 69          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 71          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 72          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 73          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 74          0.0600%             11        No             Yes            N/A            No         Fee/Leasehold      N/A
 75          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
 77          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
 79          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
 80          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
 81          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 82          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 83          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
 84          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 85          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
 86          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
 87          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
 88          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
 89          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
 90          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
 91          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
 92          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
 93          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
 94          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
 95          0.0300%             11        No             Yes            N/A            No              Fee           N/A
 96          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
 97          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
 98          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
 99          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
100          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
101          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
102          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
103          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
104          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
105          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
106          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
107          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
108          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A
109          0.0300%             11        No             Yes            N/A            Yes             Fee           N/A

<CAPTION>


 #    Loan Group No.
---   --------------
<S>   <C>
  1                 1
  2                 1
  3                 1
  4                 1
  5                 1
  6                 1
  8                 1
  9                 1
10a                 2
10b                 2
10c                 2
 11                 1
 13                 1
 14                 2
 15                 2
 16                 2
 17                 2
 19                 2
 20                 1
 22                 1
 23                 2
 24                 2
 25                 2
 27                 1
 28                 2
30a                 1
30b                 1
30c                 1
30d                 1
 31                 1
 33                 2
 36                 2
 40                 1
 41                 2
 44                 2
 46                 2
 47                 2
 48                 1
 49                 2
 51                 2
 54                 1
 56                 1
 57                 1
 59                 1
 60                 1
 61                 2
 62                 1
 63                 1
 64                 1
 65                 1
 67                 2
 68                 1
 69                 2
 71                 1
 72                 2
 73                 2
 74                 1
 75                 2
 77                 1
 79                 1
 80                 1
 81                 1
 82                 1
 83                 1
 84                 1
 85                 1
 86                 2
 87                 1
 88                 2
 89                 2
 90                 1
 91                 2
 92                 2
 93                 2
 94                 2
 95                 2
 96                 1
 97                 1
 98                 1
 99                 1
100                 2
101                 1
102                 2
103                 2
104                 2
105                 2
106                 2
107                 2
108                 2
109                 2
</TABLE>

A     The Underlying Mortgage Loans secured by Tierra West Mobile Home Park,
      Village Park Mobile Home Park, Aztec Village and Longview Mobile Home
      Park, are cross-collateralized and cross-defaulted, respectively.

B     The Underlying Mortgage Loans secured by Shadow Oaks Apartments and
      Ralston Place Apartments are cross-collateralized and cross-defaulted,
      respectively.

(1)   Assumes a Cut-off Date in June 2004.

(2)   At maturity with respect to Balloon Loans or at the ARD in the case of ARD
      Loans. There can be no assurance that the value of any particular
      Mortgaged Property will not have declined from the original appraisal
      value.

(3)   In the case of the ARD Loans, the anticipated repayment date is assumed to
      be the maturity date for the purposes of the indicated column.

(4)   Anticipated Repayment Date.

(5)   For mortgage loans with an initial interest-only period, monthly payment
      was calculated using the average principal and interest payment that will
      be due with respect to the mortgage loan during the 12-month period
      following the initial interest-only period.

(6)   For loans with a Due Date of the 11th, the Interest Accrual Period will be
      from the 12th of the prior calendar month through and including the Due
      Date of the current month. For loans with a Due Date of the 5th, the
      Interest Accrual Period will be from t

(7)   "Yes" means that defeasance is permitted notwithstanding the Lockout
      Period.

(8)   The Beverly Center Mortgage Loan is secured, on a pari passu basis, with
      the Beverly Center Pari Passu Companion Loans. The Beverly Center Pari
      Passu Companion Loans have a total Cut-off Date Principal Balance of
      $222,000,000 and are not included in the trust fund. Together, the Beverly
      Center Mortgage Loan and the Beverly Center Pari Passu Companion Loans
      represent the Beverly Center Senior Loan, which has a Cut-off Date
      Principal Balance of $306,500,000. In addition, the Beverly Center
      mortgaged real property also secures, on a subordinate basis, two junior
      outside-the-trust mortgage loans, the Beverly Center B-Note Companion Loan
      and the Beverly Center C-Note Companion Loan. The Beverly Center B-Note
      Companion Loan and the Beverly Center C-Note Companion Loan have Cut-off
      Date Principal Balances of $20,000,000 and $21,000,000, respectively.

(9)   Represents the original amortization term for the Beverly Center Total
      Loan, with an original principal balance of $347,500,000, a monthly
      payment of $1,925,047 and a current weighted average mortgage interest
      rate of 5.2785%.

<PAGE>

                                                                    SCHEDULE III

                   MORTGAGE LOANS CONSTITUTING MORTGAGE GROUPS

1.    Tierra West Mobile Home Park
      Village Park Mobile Home Park
      Aztec Village
      Longview Mobile Home Park

2.    Shadow Oaks Apartments
      Ralston Place Apartments

<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:

Exceptions to paragraph (x)

Maui Coast Hotel:

A UCC Financing Statement has been filed and/or recorded (or sent for filing and
recording) with respect to a limited amount of equipment used in the operation
of the hotel. However, because the related borrower leases such equipment rather
than outright ownership of such equipment, the mortgage and related security
documents do not provide the lender a security interest or lien on the equipment
itself (but, rather, only on the related borrower's leasehold interest therein).
Such equipment leases are subject to the following limitations: (i) a maximum
aggregate obligation (together with other trade and operational debt) of 4% of
the outstanding balance of the loan, and (ii) in any case, such equipment leases
shall not, in the aggregate, constitute an obligation in excess of $250,000.

Exception to paragraph (xiii)

Beverly Center:

The same mortgage secures additional "A Notes" which are pari passu with the "A
Notes" in the mortgage pool as well as one "B Notes" and one "C Note".

Chablis Villas and Stancliff Park Apartments:

With respect to each Mortgaged Property, the related mortgage secures both the
"A Loan" which is the Mortgage Loan and a "B Note" consistent with the
CBA-Mezzanine Capital Finance, LLC program.

Exceptions to paragraph (xxviii) Beverly Center:

A controlling interest in the related borrower may be directly or indirectly
transferred or sold without the lender's consent provided that certain
stipulated conditions including qualifications of, or specified parameters for,
the proposed transferee are satisfied or the permitted qualified transferee is
identified in the mortgage documents, and, in some instances, certain rating
agency and legal opinion requirements.

Exception to paragraph (xxxi)(E)

Beverly Center:

Notice must be given to lessor prior to the assignment of the ground lease to
lender. Lessee may assign without consent (i) to certain entities controlled by
E. Phillip Lyon or Sheldon M. Gordon or (ii) to any other person or entity
provided it has a net worth of not less than $15,000,000 and either substantial
commercial property management experience or agrees to contract for qualified
management property services for at least five years. All other assignments are
subject to lessor's consent, not to be unreasonably withheld (it being agreed
that lessor shall not be deemed to have unreasonably withheld its consent if the
net worth of the assignee is less than two times the sum of the rent for the
last full calendar year plus the real estate taxes for such calendar year).
Notwithstanding the foregoing, in the event of a foreclosure by the leasehold
mortgagee, the leasehold mortgagee shall have the right to assign the ground
lease without lessor's consent.

Exception to paragraph (xxxi)(K)

312 South State:

Upon total loss, the related borrower must restore the premises.

Exception to paragraph (xxxi) (J) and (K) Beverly Center:

If the ground lease is terminated the lessor and lessee divide such proceeds
based upon the termination date of the ground lease.

Exception to paragraph (xxxi)(L)

Beverly Center:

While the ground lease provides for such new ground lease upon termination of
the ground lease, it does not expressly state that this includes rejection of
the ground lease in a bankruptcy proceeding.

Exception to paragraph (xxxiii):

Beverly Center:

The same mortgage secures additional "A Notes" which are pari passu with the "A
Notes" in the mortgage pool as well as one "B Notes" and one "C Note". Certain
of the "A Notes" and the "B Note" and "C Note" is not being transferred to the
Depositor.

Chablis Villas and Stancliff Park Apartments:

The "B Note" for each of the related Mortgage Loans (or "A Loans") is not being
transferred to the Depositor.

Exception to paragraph (xl)

Evergreen Office Tower:

The Mortgaged Property is not taxed as one separate tax parcel. An application
has been filed and if the petition is not finalized and approved by the time for
making payment of 2004 taxes, the lender shall escrow an amount sufficient to
cover the entire tax parcel of which the Mortgaged Property is currently just a
part.

Exception to paragraph (xliv)

St. George Medical Park:

$2,000,000 outstanding personal injury claim. The related borrower's insurance
company at the time of the incident is handling the claim and has agreed to
indemnify the borrower up its policy limit of $1,000,000. Accordingly, the
lender has required that Rulon B. Cox Land and Investments, LC (an entity with
assets) indemnify the lender from any losses sustained as a result of the
lawsuit and maintain a net worth of at least $5,000,000 until the lawsuit is
dismissed.

Exception to paragraph (lv) 230 Park Avenue South:

The borrower is not liable to the lender for any losses incurred by the lender
due to the misapplication or misappropriation of rents. Also, the borrower is
only liable to the lender for any losses incurred by the lender due to physical
waste to the Mortgaged Property in violation of the loan documents arising from
the intentional misconduct of the borrower or any guarantor.

Exception to paragraph (lv) Beverly Center:

The borrower (a) is only liable to the lender with respect to the misapplication
or misappropriation of rents following an event of default (as defined in the
loan documents) if the rents are not applied by the related borrower to monthly
payment, operating expenses or reserve funds, provided the borrower has received
written notice, and (b) the borrower is not liable for any willful act of
material waste.

Exception to paragraph (lvi)

Generally, in the case of all mortgage loans, the related loan documents may not
provide that 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.

<PAGE>

                                                                       EXHIBIT A

                    REPRESENTATIONS AND WARRANTIES OF SELLER
                          REGARDING THE MORTGAGE LOANS

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

            (ii) RESERVED.

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

            (iv) The Seller is transferring such Mortgage Loan free and clear of
any and all liens, pledges, charges or security interests of any nature
encumbering such Mortgage Loan;

            (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 the related Borrower, enforceable
in accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting the
enforcement of creditors' rights or by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law); and there is no valid offset, defense, counterclaim, or right of
rescission available to the related Borrower with respect to such Note,
Mortgage, Assignment of Leases and other agreements, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other laws affecting the enforcement of creditors' rights or by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law);

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

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

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

            (x) Each related Mortgage is a valid and enforceable first lien on
the related Mortgaged Property (subject to Permitted Encumbrances (as defined
below)), except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the enforcement
of creditors' rights or by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law); and such
Mortgaged Property is free and clear of any mechanics' and materialmen's liens
which are prior to or equal with the lien of the related Mortgage, except those
which are 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 a binding commitment therefor), or its equivalent as adopted in the
applicable jurisdiction, 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 and (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 (items
(A), (B) and (C) collectively, "Permitted Encumbrances"); 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 have been established
to cover the costs to remediate such damage 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 or any permitted
subservicing agreements;

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

            (xxii) All escrow deposits and payments required pursuant to each
Mortgage Loan are in the possession, or under the control, of the Seller or its
agent and there are no deficiencies (subject to any applicable grace or cure
periods) in connection therewith 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, 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 delinquent) 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-1;

            (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 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 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 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 $3,000,000, no environmental report may have been
obtained, but (in such cases where a Phase I environmental report was not
obtained) a lender's secured creditor impairment environmental insurance policy
was obtained with respect to each such Mortgage Loan and is a part of the
related mortgage file. Each of such environmental insurance policies is in full
force and effect, the premiums for such policies have been paid in full and the
Trustee is named as an insured under each of such policies. To the best of the
Seller's knowledge, in reliance on such environmental reports and except as set
forth in such environmental reports, each Mortgaged Property is in material
compliance with all applicable federal, state and local environmental laws, and
to the best of the Seller's knowledge, no notice of violation of such laws has
been issued by any governmental agency or authority, except, in all cases, as
indicated in such environmental reports or other documents previously provided
to the Rating Agencies; and the Seller has not taken any action which would
cause the Mortgaged Property to not be in compliance with all federal, state and
local environmental laws pertaining to environmental hazards;

            (xxviii) (1) Each Mortgage Loan contains provisions for the
acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without the consent of the holder of the Mortgage (and the Mortgage
requires the mortgagor to pay all fees and expenses associated with obtaining
such consent), the related Mortgaged Property is directly or indirectly
transferred or sold, and (2) except with respect to transfers of certain
interests in the related Borrower to persons already holding interests in the
Borrower, their family members, affiliated companies and other estate planning
related transfers that satisfy certain criteria specified in the related
Mortgage (which criteria is consistent with the practices of prudent commercial
mortgage lenders), 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 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 Seller's best 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 under the ground
      lease 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 an institutional
      investor. The lessor is not permitted to disturb the possession, interest
      or quiet enjoyment of any subtenant of the lessee in the relevant portion
      of the Mortgaged Property subject to the ground lease for any reason, or
      in any manner, which would adversely affect the security provided by the
      related Mortgage;

            (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, 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 any institutional
      investor, 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, this Exhibit A or in the Exception Report to
this Agreement;

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

            (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 Exception Report to this
Agreement or 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 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, 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;

            (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 Agreement dated as of June 1, 2004 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 2004-C2 (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 [           ], 2004