Exhibit 10.1

                     Column Mortgage Loan Purchase Agreement

                                  See attached
<PAGE>

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              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                   (Depositor)


                                       and


                             COLUMN FINANCIAL, INC.
                                    (Seller)

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

                        MORTGAGE LOAN PURCHASE AGREEMENT


                          Dated as of November 1, 2007

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





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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 Loans......................................................
Section 9.   Representations and Warranties of Depositor........................
Section 10.  Survival of Certain Representations, Warranties and
             Covenants..........................................................
Section 11.  Transaction Expenses...............................................
Section 12.  Recording Costs and Expenses.......................................
Section 13.  Notices............................................................
Section 14.  Examination of Mortgage Files......................................
Section 15.  Successors.........................................................
Section 16.  Governing Law......................................................
Section 17.  Severability.......................................................
Section 18.  Further Assurances.................................................
Section 19.  Counterparts.......................................................
Section 20.  Treatment as Security Agreement....................................
Section 21.  Recordation of Agreement...........................................
Section 22.  Notice of Exchange Act Reportable Events...........................

Schedule I   Schedule of Transaction Terms
Schedule II  Mortgage Loan Schedule
Schedule III Mortgage Loans Constituting Crossed Groups
Schedule IV  Mortgage Loans with Lost Notes
Schedule V   Exceptions to Seller's Representations and Warranties
Exhibit A    Representations and Warranties Regarding the Mortgage Loans
Exhibit B    Form of Lost Note Affidavit
<PAGE>



                        MORTGAGE LOAN PURCHASE AGREEMENT

            This Mortgage Loan Purchase Agreement (this "Agreement"),
dated as of November 1, 2007, 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 specified on such
Schedule of Transaction Terms.

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

                                    AGREEMENT

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

            Section 1. Transactions on or Prior to the Closing Date. On or prior
to the Closing Date, Seller shall have delivered the Mortgage Files with respect
to each of the Mortgage Loans listed in the Mortgage Loan Schedule to Wells
Fargo Bank, N.A. as trustee (the "Trustee") or its designee, against receipt by
Seller of a written receipt, pursuant to an arrangement between Seller and the
Trustee; provided, however, that, item (xvi) in the definition of Mortgage File
(below) shall be delivered to the applicable Master Servicer for inclusion in
the Servicer File (defined below) with a copy delivered to the Trustee for
inclusion in the Mortgage File; and provided, further, that Seller shall pay (or
cause the related Borrower to pay) any costs of the assignment or amendment of
each letter of credit described under such item (xvi) required in order for the
Trustee to draw on such letter of credit pursuant to the terms of the Pooling
and Servicing Agreement and shall deliver the related assignment or amendment
documents within thirty (30) days after the Closing Date, which period may be
extended by thirty (30) days as provided in the Pooling and Servicing Agreement.
In addition, prior to such assignment or amendment of a letter of credit, Seller
will take all necessary steps to enable the applicable Master Servicer to draw
on the related letter of credit on behalf of the Trustee pursuant to the terms
of the Pooling and Servicing Agreement, including, if necessary, drawing on the
letter of credit in its own name pursuant to written instructions to draw from
the applicable Master Servicer and upon receipt, immediately remitting the
proceeds of such draw (or causing such proceeds to be remitted) to the
applicable Master Servicer.

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

                  (i) Seller shall sell to Depositor, and Depositor shall
      purchase from Seller, the Mortgage Loans pursuant to this Agreement for
      the Mortgage Loan Purchase Price payable in accordance with instructions
      previously provided to Depositor by Seller. The Mortgage Loan Purchase
      Price shall be paid by Depositor to Seller or at its direction by wire
      transfer in immediately available funds to an account designated by Seller
      on or prior to the Closing Date. The "Mortgage Loan Purchase Price" paid
      by Depositor shall be equal to the amount that Depositor and Seller have
      mutually agreed upon as the "Net Securitization Proceeds/Fees" under the
      heading "Column Financial Share" in the Closing Statement (which amount
      includes, without limitation, accrued interest and is less those costs and
      expenses to be paid by Seller, including those expenses to be paid
      pursuant to Section 11 hereof).

                  (ii) Pursuant to the terms of the Pooling and Servicing
      Agreement, Depositor shall transfer all of its right, title and interest
      in, to and under the Mortgage Loans to the Trustee (for the benefit of the
      Holders of the Certificates) in exchange for the issuance of the
      Certificates to or at the direction of Depositor.

                  (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. Effective as of the Closing
Date, subject only to Seller's receipt of the Mortgage Loan Purchase Price,
Seller does hereby assign, transfer, set over and otherwise convey, without
recourse, 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 20(b) of this Agreement, including,
without limitation, (A) all scheduled payments of interest and principal due on
or with respect to the Mortgage Loans after the Cut-off Date and (B) all other
payments of interest, principal or prepayment premiums received on or with
respect to the Mortgage Loans after the Cut-off Date, other than any such
payments of interest or principal or prepayment premiums that were due on or
prior to the Cut-off Date. The parties acknowledge that such assignment,
transfer, setting over and other conveyance shall not be construed to limit any
obligation of Seller and any servicing rights of Capmark Finance Inc. under that
certain servicing rights purchase agreement, dated as of November 1, 2007,
between Seller and Capmark Finance Inc., or of KeyCorp Real Estate Capital
Markets, Inc. under that certain servicing rights purchase agreement, dated as
of November 1, 2007, between Seller and KeyCorp Real Estate Capital Markets,
Inc. The Mortgage File for each Mortgage Loan shall contain the following
documents on a collective basis:

                  (i) the original Note (or with respect to those Mortgage Loans
      listed in Schedule IV hereto, a "lost note affidavit" substantially in the
      form of Exhibit B hereto and a true and complete copy of the Note),
      bearing, or accompanied by, all prior and intervening endorsements or
      assignments showing a complete chain of endorsement or assignment from the
      applicable Mortgage Loan Originator either in blank or to Seller, and
      further endorsed (at the direction of Depositor given pursuant to this
      Agreement) by Seller, on its face or by allonge attached thereto, without
      recourse, either in blank or to the order of the Trustee in the following
      form: "Pay to the order of Wells Fargo Bank, N.A., as trustee for the
      registered Holders of Credit Suisse First Boston Mortgage Securities
      Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C5,
      without recourse, representation or warranty, express or implied";

                  (ii) a duplicate original Mortgage or a counterpart thereof
      or, if such Mortgage has been returned by the related recording office,
      (A) an original, (B) a certified copy or (C) a copy thereof from the
      applicable recording office, and originals or counterparts (or originals,
      certified copies or copies from the applicable recording office) of any
      intervening assignments thereof from the applicable Mortgage Loan
      Originator to Seller, in each case in the form submitted for recording or,
      if recorded, with evidence of recording indicated thereon;

                  (iii) an original assignment of the Mortgage, in recordable
      form (except for any missing recording information and, if applicable,
      completion of the name of the assignee), from Seller (or the applicable
      Mortgage Loan Originator) either in blank or to "Wells Fargo Bank, N.A.,
      as trustee for the registered Holders of Credit Suisse First Boston
      Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
      Series 2007-C5";

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

                  (v) an original assignment of any related Assignment of Leases
      (if such item is a document separate from the Mortgage), in recordable
      form (except for any missing recording information and, if applicable,
      completion of the name of the assignee), from Seller (or the applicable
      Mortgage Loan Originator), either in blank or to "Wells Fargo Bank, N.A.,
      as trustee for the registered Holders of Credit Suisse First Boston
      Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
      Series 2007-C5", which assignment may be included as part of an omnibus
      assignment covering other documents relating to the Mortgage Loan
      (provided that such omnibus assignment is effective and in recordable form
      under applicable law);

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

                  (vii) an original assignment of any related Security Agreement
      (if such item is a document separate from the Mortgage), from Seller (or
      the applicable Mortgage Loan Originator) either in blank or to "Wells
      Fargo Bank, N.A., as trustee for the registered Holders of Credit Suisse
      First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
      Certificates, Series 2007-C5," which assignment may be included as part of
      an omnibus assignment covering other documents relating to the Mortgage
      Loan (provided that such omnibus assignment is effective under applicable
      law);

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

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

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

                  (xi) UCC acknowledgement, certified or other copies of all UCC
      Financing Statements and continuation statements which show the filing or
      recording thereof (including the filing number or other similar filing
      information) or, alternatively, other evidence of filing or recording
      (including the filing number or other similar filing information)
      acceptable to the Trustee (including, without limitation, evidence of such
      filed or recorded UCC Financing Statement as shown on a written UCC search
      report from a reputable search firm, such as CSC/LexisNexis Document
      Solutions, Corporation Service Company, CT Corporation System and the like
      or printouts of on-line confirmations from such UCC filing or recording
      offices or authorized agents thereof), sufficient to perfect (and maintain
      the perfection of) the security interest held by the applicable Mortgage
      Loan Originator (and each assignee of record prior to the Trustee) in and
      to the personalty of the Borrower at the Mortgaged Property, and original
      UCC Financing Statement assignments, in a form suitable for filing or
      recording, sufficient to assign each such UCC Financing Statement to the
      Trustee;

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

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

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

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

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

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

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

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

                  (xx) without duplication with clause (xiii) above, a copy of
      the mortgage note evidencing the related Junior Loan, if any;

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

                  (xxii) a checklist of the related Mortgage Loan Documents
      included in the subject Mortgage File.

            Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan, Seller cannot deliver, or cause to be delivered, an original,
counterpart or certified copy, as applicable, of any of the documents and/or
instruments required to be delivered pursuant to clauses (ii) (relating to
Mortgages), (iv) (relating to Assignments of Leases), (viii) (relating to
assumption agreements, modifications, written assurance agreements and
substitution agreements), (xi) (relating to UCC Financing Statements and related
documents)(other than assignments of UCC Financing Statements to be recorded or
filed in accordance with the transfer contemplated by this Agreement) and (xii)
(relating to powers of attorney) of the last sentence of the first paragraph of
this Section 3, with evidence of recording or filing thereon on the Closing
Date, solely because of a delay caused by the public recording or filing office
where such document or instrument has been delivered for recordation or filing,
the delivery requirements of such last sentence of such first paragraph of this
Section 3 should be deemed to have been satisfied and such non-delivered
document or instrument shall be deemed to have been included in the Mortgage
File; provided that Seller: (i) shall deliver, or cause to be delivered, to the
Trustee or its designee and the applicable Master Servicer a duplicate original
or true copy of such document or instrument (certified by the applicable public
recording or filing office, the applicable title insurance company or Seller to
be a true and complete duplicate original or photocopy of the original thereof
submitted for recording or filing) on the Closing Date; and (ii) shall deliver,
or cause to be delivered, to the Trustee or its designee (with a copy thereof to
the applicable Master Servicer) 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
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.

            Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan, Seller cannot deliver, or cause to be delivered, an original,
counterpart or certified copy, as applicable, of any of the documents and/or
instruments required to be delivered pursuant to clauses (ii) (relating to
Mortgages), (iv) (relating to Assigments of Leases), (viii) (relating to
assumption agreements, modifications, written assurance agreements and
substitution agreements), (xi) (relating to UCC Financing Statements and related
documents) (other than assignments of UCC Financing Statements to be recorded or
filed in accordance with the transfer contemplated by this Agreement) and (xii)
(relating to powers of attorney) of the last sentence of the first paragraph of
this Section 3, with evidence of recording or filing thereon for any other
reason, including without limitation, that such non-delivered document or
instrument has been lost, the delivery requirements of this Agreement shall be
deemed to have been satisfied and such non-delivered document or instrument
shall be deemed to have been included in the related Mortgage File if a
photocopy or duplicate original of such non-delivered document or instrument
(with evidence of recording or filing thereon and certified by the appropriate
recording or filing office to be a true and complete copy of the original
thereof as filed or recorded) is delivered to the Trustee or its designee on or
before the Closing Date.

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

            Notwithstanding the foregoing, Seller may elect, at its sole cost
and expense, to engage a third-party contractor to prepare or complete in proper
form for filing or recording any and all of the assignments of Mortgage,
assignments of Assignments of Leases and assignments of UCC Financing Statements
to the Trustee to be delivered pursuant to clauses (iii), (v), and (xi) of the
last sentence of the first paragraph of this Section 3 (collectively, the
"Assignments"), to submit such Assignments for filing and recording, as the case
may be, in the applicable public filing and recording offices and to deliver
such Assignments to the Trustee or its designee (with a copy to the applicable
Master Servicer) as such Assignments (or certified copies thereof) are received
from the applicable filing and recording offices with evidence of such filing or
recording indicated thereon. However, in the event Seller engages a third-party
contractor as contemplated in the immediately preceding sentence, the rights,
duties and obligations of Seller pursuant to this Agreement remain binding on
Seller.

            Within ten (10) Business Days after the Closing Date, Seller shall
deliver the Servicer Files with respect to each of the Mortgage Loans to the
applicable Master Servicer (or, if applicable, to a Sub-Servicer (with a copy to
the applicable Master Servicer) at the direction of the applicable Master
Servicer), under the Pooling and Servicing Agreement on behalf of the Trustee in
trust for the benefit of the Certificateholders. Each such Servicer File shall
contain all documents and records in Seller's possession relating to the
Mortgage Loans and constituting the related Servicing Files (as defined in the
Pooling and Servicing Agreement).

            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 Loans only one original or certified copy of any
document or instrument described in the definition of "Mortgage File" which
pertains to all of the Crossed Loans in such group of Crossed Loans, the
inclusion of the original or certified copy of such document or instrument in
the Mortgage File for any of such Crossed Loans and the inclusion of a copy of
such original or certified copy in each of the Mortgage Files for the other
Crossed Loans in such group of Crossed Loans, shall be deemed to constitute the
inclusion of such original or certified copy, as the case may be, in the
Mortgage File for each such Crossed Loan.

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

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

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

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

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

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

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

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

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

                  (ii) the Mortgage Loan Schedule;

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

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

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

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

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

            (d) Seller shall have delivered to the Trustee, on or before the
Closing Date, five limited powers of attorney in favor of the Trustee and the
Special Servicer empowering the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to record, at the expense of
Seller, any Mortgage Loan Documents required to be recorded and any intervening
assignments with evidence of recording thereon that are required to be included
in the Mortgage Files. Seller shall reasonably cooperate with the Trustee and
the Special Servicer in connection with any additional powers or revisions
thereto that are requested by such parties.

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

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

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

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

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

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

            Section 6. Representations and Warranties of Seller. 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, 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 and to execute and deliver
      this Agreement (and all agreements and documents executed and delivered by
      Seller in connection herewith) and to perform all transactions of Seller
      contemplated by this Agreement (and all agreements and documents executed
      and delivered by Seller in connection herewith). Seller has duly
      authorized the execution, delivery and performance of this Agreement (and
      all agreements and documents executed and delivered by Seller in
      connection herewith), and has duly executed and delivered this Agreement
      (and all agreements and documents executed and delivered by Seller in
      connection herewith). This Agreement (and each agreement and document
      executed and delivered by Seller in connection herewith), assuming due
      authorization, execution and delivery thereof by each other party thereto,
      constitutes the legal, valid and binding obligation of Seller enforceable
      in accordance with its terms, except as such enforcement may be limited by
      bankruptcy, fraudulent transfer, insolvency, reorganization, receivership,
      moratorium or other laws relating to or affecting the rights of creditors
      generally, by general principles of equity (regardless of whether such
      enforcement is considered in a proceeding in equity or at law) and by
      considerations of public policy.

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

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

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

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

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

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

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

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

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

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

                  (xiii) At the Time of Sale (as defined in the Indemnification
      Agreement), the information set forth in any Disclosure Information (as
      defined in the Indemnification Agreement), as last forwarded to each
      prospective investor at or prior to the date on which a contract for sale
      was entered into with such prospective investor, (i) does not contain any
      untrue statement of a material fact or omit to state any material fact
      necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading and (ii) complies with the
      requirements of and contains all of the applicable information required by
      Regulation AB (as defined in the Indemnification Agreement); but only to
      the extent that (i) such information regards the Mortgage Loans and is
      contained in the Loan Detail (as defined in the Indemnification Agreement)
      or, to the extent consistent therewith, the Diskette (as defined in the
      Indemnification Agreement) or (ii) such information regarding the Seller
      or the Mortgage Loans was contained in the Confidential Offering Circular
      or the Prospectus Supplement under the headings "Summary of Prospectus
      Supplement--Relevant Parties/Entities--Sponsors and Mortgage Loan
      Sellers," "--Relevant Parties/Entities--Originators," "--The Underlying
      Mortgage Loans" and "--Source of the Underlying Mortgage Loans," "Risk
      Factors," "Description of the Sponsors and Mortgage Loan Sellers" and
      "Description of the Underlying Mortgage Loans" and such information does
      not represent an incorrect restatement or an incorrect aggregation of
      correct information regarding the Mortgage Loans contained in the Loan
      Detail (as defined in the Indemnification Agreement); provided that, the
      Seller makes no representation or warranty to the extent that any such
      untrue statement or omission or alleged untrue statement or omission was
      made as a result of an error in the manipulation of, or an error in any
      calculations based upon, or an error in any aggregation (other than an
      aggregation made in the Loan Detail by the Seller) of, the numerical,
      financial and/or statistical information regarding the Mortgage Loan
      Seller Information (as defined in the Indemnification Agreement).

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

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

            Any of the following will cause a document in the Mortgage File to
be deemed to have a "Material Defect": (a) the absence from the Mortgage File of
the original signed Note, unless the Mortgage File contains a signed lost note
affidavit and indemnity; (b) the absence from the Mortgage File of the original
signed Mortgage, unless there is included in the Mortgage File a certified copy
of the Mortgage as recorded or as sent for recordation, together with a
certificate stating that the original signed Mortgage was sent for recordation,
or a copy of the Mortgage and the related recording information; (c) the absence
from the Mortgage File of the item called for by clause (ix) (relating to
evidence of title insurance) of the last sentence of the first paragraph of
Section 3 hereof; (d) the absence from the Mortgage File of any intervening
assignments required to create an effective assignment to the Trustee on behalf
of the Trust, unless there is included in the Mortgage File a certified copy of
the intervening assignment as recorded or as sent for recordation, together with
a certificate stating that the original intervening assignment was sent for
recordation; (e) the absence from the Mortgage File (or the Servicer File) of
any required original letter of credit (as required in the provisos of Section 1
hereof), provided that such Defect may be cured by any substitute letter of
credit or cash reserve on behalf of the related Borrower; (f) the absence from
the Mortgage File of the original or a copy of any required ground lease; or (g)
solely in the case of a Mortgage Loan secured by a Mortgaged Property operated
as a hospitality property, the absence from the Mortgage File of the related
franchise agreement and/or franchisor comfort letter. In addition, Seller shall
cure any Defect described in clause (b), (c), (e) or (f) of the immediately
preceding sentence as required in Section 2.02(b) of the Pooling and Servicing
Agreement.

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

            If Seller does not, as required by this Section 7, correct or cure a
Material Breach or a Material Defect in all material respects within the
applicable Initial Resolution Period (as extended pursuant to this Section 7),
or if such Material Breach or Material Defect is not capable of being so
corrected or cured within such period, then Seller shall repurchase or
substitute for the affected Mortgage Loan as provided in this Section 7. If (i)
any Mortgage Loan is required to be repurchased or substituted for as provided
above, (ii) such Mortgage Loan is a Crossed Loan that is a part of a Crossed
Group (as defined below) and (iii) the applicable Breach or Defect does not
otherwise constitute a Breach or Defect, as the case may be, as to any other
Crossed Loan in such Crossed 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 Loan in the
Crossed Group for purposes of the above provisions, and Seller will be required
to repurchase or substitute for such other Crossed Loan(s) in the related
Crossed Group in accordance with the provisions of this Section 7 unless such
other Crossed Loans satisfy the Crossed Loan Repurchase Criteria (as defined in
the Pooling and Servicing Agreement) and Seller can satisfy all other criteria
for substitution or repurchase of the affected Mortgage Loan(s) set forth in the
Pooling and Servicing Agreement. In the event that one or more of such other
Crossed Loans satisfy the Crossed Loan Repurchase Criteria, Seller may elect
either to repurchase or substitute for only the affected Crossed Loan as to
which the related Breach or Defect exists or to repurchase or substitute for all
of the Crossed Loans in the related Crossed Group. Seller shall be responsible
for the cost of any Appraisal required to be obtained by the applicable Master
Servicer to determine if the Crossed Loan Repurchase Criteria have been
satisfied, so long as the scope and cost of such Appraisal have been approved by
Seller (such approval not to be unreasonably withheld). For purposes of this
paragraph, a "Crossed Group" is any group of Mortgage Loans identified as a
Crossed Group on Schedule III to this Agreement.

            Notwithstanding the foregoing, if there is a Material Breach or
Material Defect with respect to one or more Mortgaged Properties (but not all of
the Mortgaged Properties) with respect to a Mortgage Loan, Seller will not be
obligated to repurchase or substitute for the Mortgage Loan if the affected
Mortgaged Property may be released pursuant to the terms of any partial release
provisions in the related Mortgage Loan Documents and the remaining Mortgaged
Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan
Documents and (i) Seller provides an opinion of counsel to the effect that such
partial release would not cause an Adverse REMIC Event (as defined in the
Pooling and Servicing Agreement) to occur, (ii) Seller pays (or causes to be
paid) the applicable release price required under the Mortgage Loan Documents
and, to the extent not reimbursable out of the release price pursuant to the
related Mortgage Loan Documents, any additional amounts necessary to cover all
reasonable out-of-pocket expenses reasonably incurred by the applicable Master
Servicer, the 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 a cure of a Material Breach or Material Defect in this Section 7.

            The Purchase Price or Substitution Shortfall Amount for any
repurchased or substituted Mortgage Loan shall be payable to Depositor or,
subsequent to the assignment of the Mortgage Loans to the Trustee, the Trustee
as its assignee, by wire transfer of immediately available funds to the account
designated by Depositor or the Trustee, as the case may be, and Depositor or the
Trustee, as the case may be, upon receipt of such funds, shall promptly release
the related Mortgage File and Servicer File or cause them to be released, to
Seller and shall execute and deliver such instruments of transfer or assignment
as shall be necessary to vest in Seller the legal and beneficial ownership of
such Mortgage Loan (including any property acquired in respect thereof or
proceeds of any insurance policy with respect thereto) and the related Mortgage
Loan Documents.

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

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

            Section 9. Representations and Warranties of Depositor. Depositor
hereby represents and warrants to Seller as of the date hereof, as follows:

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

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

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

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

            Section 10. 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 12 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 11. Transaction Expenses. In connection with the Closing
(and unless otherwise expressly provided herein, including, without limitation,
in Section 12 of this Agreement), Seller shall be responsible for the fees and
expenses of its own counsel, and Depositor and Seller agree to pay the other
transaction expenses incurred in connection with the transactions herein
contemplated as set forth in the Closing Statement (or, if not covered thereby,
an expense shall be paid by the party incurring such expense).

            Section 12. Recording Costs and Expenses. Seller agrees to reimburse
the Trustee or its designee all recording and filing fees and expenses incurred
by the Trustee or its designee in connection with the recording or filing of the
Mortgage Loan Documents listed in Section 3 of this Agreement, including
Assignments. In the event Seller elects to engage a third-party contractor to
prepare, complete, file and record Assignments with respect to Mortgage Loans as
provided in Section 3 of this Agreement, Seller shall contract directly with
such contractor and shall be responsible for such contractor's compensation and
reimbursement of recording and filing fees and other reimbursable expenses
pursuant to their agreement.

            Section 13. Notices. All demands, notices and communications
hereunder shall be in writing and effective only upon receipt, and, (a) if sent
to Depositor, will be mailed, delivered or telecopied and confirmed to it at
Credit Suisse First Boston Mortgage Securities Corp., 11 Madison Avenue, 5th
Floor, New York, New York 10010, Attention: Edmund Taylor, Telecopy No.: (212)
743-4756 (with a copy to Tessa Peters, Telecopy No.: (212) 325-8282), or such
other address or telecopy number as may be designated by Depositor to Seller in
writing, or (b) if sent to Seller, will be mailed, delivered or telecopied and
confirmed to it at 3414 Peachtree Road, N.E., Suite 1140, Atlanta, Georgia
30326, Attention: Robert Barnes, Telecopy No.: (404) 239-0419, or such other
address or telecopy number as may be designated by Seller to Depositor in
writing.

            Section 14. 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 15. Successors. This Agreement shall inure to the benefit of
and shall be binding upon Seller and Depositor and their respective successors
and permitted assigns, and nothing expressed in this Agreement is intended or
shall be construed to give any other Person any legal or equitable right, remedy
or claim under or in respect of this Agreement, or any provisions herein
contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of Seller and
Depositor and their respective successors and permitted assigns and for the
benefit of no other Person; it being understood that (a) the indemnities of
Seller contained in that certain Indemnification Agreement dated November 1,
2007, among Seller, Depositor, the Initial Purchaser and the Underwriters,
relating to, among other things, information regarding the Mortgage Loans in the
Prospectus Supplement and the Offering Circular, subject to all limitations
therein contained, shall also be for the benefit of the officers and directors
of Depositor, the Underwriters and the Initial Purchaser and any person or
persons who control Depositor, the Underwriters and the Initial Purchaser within
the meaning of Section 15 of the Securities Act or Section 20 of the Securities
Exchange Act of 1934, as amended, and (b) the rights of Depositor pursuant to
this Agreement, subject to all limitations herein contained, including those set
forth in Section 7 of this Agreement, may be assigned to the Trustee, for
benefit of the Certificateholders, as may be required to effect the purposes of
the Pooling and Servicing Agreement and, upon such assignment, the Trustee shall
succeed to such rights of Depositor hereunder; provided that the Trustee shall
have no right to further assign such rights to any other Person. No owner of a
Certificate issued pursuant to the Pooling and Servicing Agreement shall be
deemed a successor or permitted assign because of such ownership.

            Section 16. Governing Law. THIS AGREEMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT GIVING
EFFECT TO CHOICE OF LAW PRINCIPLES.

            Section 17. 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 18. Further Assurances. Depositor and Seller agree to
execute and deliver such instruments and take such actions as the other party
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement.

            Section 19. 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 20. 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, and all distributions with
      respect thereto payable after the Cut-off Date;

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

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


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

            (d) notifications to persons holding such property, and
acknowledgments, receipts, confirmations from persons holding such property,
shall be deemed to be notifications to, or acknowledgments, receipts or
confirmations from, 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; and

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

            Section 21. 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.

            Section 22. Notice of Exchange Act Reportable Events. The Seller
hereby agrees to deliver to the Depositor and the Trustee any disclosure
information relating to any event reasonably determined in good faith by the
Depositor as required to be reported on Form 8-K, Form 10-D or Form 10-K by the
Trust Fund (in formatting reasonably appropriate for inclusion in such form),
including, without limitation, the disclosure required under Items 1117 and 1119
of Regulation AB and Item 1.03 to Form 8-K. The Seller shall use commercially
reasonable efforts to deliver proposed disclosure language relating to any event
described under Items 1117 and 1119 of Regulation AB and Item 1.03 to Form 8-K
to the Trustee and the Depositor within one (1) Business Day of become aware of
such event giving rise to such disclosure and in any event no later than two (2)
Business Days of the Seller becoming aware of such event, and shall provide
disclosure relating to any other event reasonably determined by the Depositor as
required to be disclosed on Form 8-K, Form 10-D or Form 10-K within two (2)
Business Days following the Depositor's request for such disclosure language.
The obligation of the Seller to provide the above-referenced disclosure
materials will terminate upon the filing of the Form 15 with respect to the
Trust Fund as to that fiscal year in accordance with Section 12.10(a) of the
Pooling and Servicing Agreement. The Seller hereby acknowledges that the
information to be provided by it pursuant to this Section will be used in the
preparation of reports meeting the reporting requirements of the Trust under
Section 13(a) and/or Section 15(d) of the Exchange Act.

                                 * * *


<PAGE>





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


                               COLUMN FINANCIAL, INC.,
                                    as Seller

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



                               CREDIT SUISSE FIRST BOSTON MORTGAGE
                               SECURITIES CORP.,
                               as Depositor


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



<PAGE>


                                                                      SCHEDULE I

                          SCHEDULE OF TRANSACTION TERMS

            This Schedule of Transaction Terms is appended to and incorporated
by reference in the Mortgage Loan Purchase Agreement (the "Agreement"), dated as
of November 1, 2007, between Column Financial, Inc. and Credit Suisse First
Boston Mortgage Securities Corp. Capitalized terms used herein without
definition have the meanings given them in or by reference in the Agreement or,
if not defined in the Agreement, in the Pooling and Servicing Agreement.

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

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

            "Borrower" means the borrower under a Mortgage Loan.

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

            "Certificate Purchase Agreement" means the Certificate Purchase
Agreement, dated November 1, 2007, among, Column Financial, Inc. (solely with
respect to its obligations under Section 11 thereof), Depositor and the Initial
Purchaser.

            "Certificates" means the Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2007-C5.

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

            "Closing Date" means November 14, 2007.

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

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

            "Cut-off Date" means, individually and collectively, the applicable
Due Dates for the respective Mortgage Loans occurring in November 2007.

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

            "Depositor" shall have the meaning given such term in the first
sentence of this Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

            "Offering Circular" means the confidential offering circular dated
November 1, 2007, 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
November 1, 2007, among Depositor, the Master Servicers, the Special Servicer
and the Trustee, including, without limitation, the exhibits and schedules
annexed thereto.

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

            "Prospectus" means the Prospectus dated November 1, 2007, that is a
part of Depositor's registration statement on Form S-3 (File No. 333-141613).

            "Prospectus Supplement" means the Prospectus Supplement, dated
November 1, 2007, relating to the Publicly Offered Certificates.

            "Publicly Offered Certificates" means the Class A-1, Class A-2,
Class A-3, Class A-AB, Class A-4, Class A-1-A, Class A-M,, Class A-1-AM, Class
A-J, Class A-1-AJ, Class B and Class A-SP Certificates.

            "Seller" shall have the meaning given such term in the first
sentence of this Agreement.

            "Servicer File" means, collectively, all documents, records and
copies pertaining to a Mortgage Loan that are required to be included in the
related Servicer File pursuant to Section 3 (subject to the first proviso in
Section 1).

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

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

            "Underwriters" means Credit Suisse Securities (USA) LLC,
KeyBanc Capital Markets Inc. (other than with respect to the Class A-4
certificates), Capmark Securities Inc. and J.P. Morgan Securities Inc.

             "Underwriting Agreement" means the Underwriting Agreement, dated
November 1, 2007, among Depositor, Column Financial, Inc. (solely with respect
to its obligations under Section 12 thereof) and the Underwriters.



<PAGE>


                                                                     SCHEDULE II

                             MORTGAGE LOAN SCHEDULE

Credit Suisse First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates Series 2007-C5

<TABLE>
<CAPTION>



  #     Crossed   Loan Group #   Property Name                            Address
-----   -------   ------------   ------------------------------------     ----------------------------------------------------------
<S>     <C>         <C>          <C>                                      <C>
    1                    1       450 Lexington Avenue                     450 Lexington Avenue
    3                    1       TIAA Industrial Portfolio
  3.1                    1       TIAA - Cincinnati                        1200 and 1405 Worldwide Boulevard and 2055 and 2205
                                                                            Global Way
  3.2                    1       TIAA - Memphis                           4755 Southpoint Drive and 4895 and 5015 Citation Drive
  3.3                    1       TIAA - Atlanta                           1280 and 1300 Lakes Parkway and 100 Lakes Court
  3.4                    1       TIAA - San Diego                         9999 Olson Drive
  3.5                    1       TIAA - Salt Lake City                    1790-1910 South 5200 West
  3.6                    1       TIAA - Philadelphia                      2, 7 and 11 Boulden Circle
  3.7                    1       TIAA - Chicago (West Chicago)            1155 Harvester Drive
  3.8                    1       TIAA - Phoenix                           601 South 54th Avenue
  3.9                    1       TIAA - Dallas                            2101 Design Road
 3.10                    1       TIAA - Chicago (Bolingbrook)             465-477 Woodcreek Drive
 3.11                    1       TIAA - Oakland                           1942-1956 Sabre Street
    4                    1       Jericho Plaza (I & II)                   One and Two Jericho Plaza
    6                    2       Allanza at the Lakes                     8600 Starboard Drive and 3001 Lake East Drive
    8                    1       Fairfield Inn by Marriott Hotel
                                  Portfolio
  8.1                    1       Fairfield Inn - Amesbury                 35 Clarks Road
  8.2                    1       Fairfield Inn - Portsmouth               650 Borthwick Avenue Extension
  8.3                    1       Fairfield Inn - East Greenbush           124 Troy Road
  8.4                    1       Fairfield Inn - Manchester               860 South Porter Street
  8.5                    1       Fairfield Inn - Milford                  111 Schoolhouse Road
  8.6                    1       Fairfield Inn - Williston                2844 St. George Road
  8.7                    1       Fairfield Inn - Wallingford              100 Miles Drive
  8.8                    1       Fairfield Inn - Tewksbury                1695 Andover Street
  8.9                    1       Fairfield Inn - Woburn                   285 Mishawum Road
    9                    1       Mesilla Valley Mall                      700 South Telshor Boulevard
   11                    1       Palmer-Rochester Portfolio 1st
 11.1                    1       Imperial Manor Apartments                1773 Stone Road
 11.2                    1       Blossom Business Center                  465, 565-595 Blossom Road
 11.3                    1       Normandie - Brownstone Apartments        237-253 Alexander Street
 11.4                    1       Mount Read Business Center               2 and 10 Mount Read Boulevard
 11.5                    1       465 West Commercial                      465 West Commercial Street
   14                    1       Woodfield Crossing                       8440 & 8425 Woodfield Crossing Boulevard
   17                    1       Crossroads at Tolleson Shopping Center   9897 West McDowell Road
   18                    2       Drye Portfolio II
 18.1                    2       Gable Oaks                               752 Patriot Parkway
 18.2                    2       Heatherwood/Kensington                   1003 Southampton Drive
 18.3                    2       Autumn Park                              1110 Williamsboro Street
 18.4                    2       Arbor Glen                               643 South Pierce Street
 18.5                    2       Stonewood                                445 Shearers Chapel Road
   19                    2       Drye Portfolio I
 19.1                    2       Huntersville                             300 Hunters Road
 19.2                    2       Woodbrook                                2525 Woodbrook Lane
 19.3                    2       Lakewood                                 50 Lakewood Drive
 19.4                    2       Davidson                                 100 Horizon Court
   20      A             2       CP Fairways at Woodfield                 1001 Parkhurst Lane
   21      A             2       CP Rolling Hills                         891 Rolling Hills Lane
   22      A             2       CP Birchwood Pointe                      1500 Wood Pointe Lane
   23      A             2       CP Arbors of Lapeer Apartments           952 Dewey Street
   25                    2       Ivy Club Apartments                      1127 Ivy Club Lane
   26                    1       Sheraton Studio City                     5905 International Drive
   28                    1       Hilton St. Louis - Downtown              400 Olive Street
   30                    2       Breton Mill Apartments                   13555 Breton Ridge Drive
   31                    1       Salisbury Mall                           1935 Jake Alexander Boulevard
   33                    1       2400 Ogden Avenue                        2400 Ogden Avenue
   34                    1       Summit Plaza Shopping Center             3800 Southwest Freeway
   39                    1       Queen Creek Village                      21803 Ellsworth Road
   40                    1       Sea Crest                                588 Ocean Avenue
   41                    2       Hidden Lake Apartments                   6406 Hidden Lake Loop
   42                    1       Doubletree Burlington                    1117 Williston Road
   43                    1       Independence Village of Waterstone       701 Market Street
   44                    1       Kukui Mall                               1819 South Kihei Road
   45                    2       Champion Oaks Apartments                 14150 Wunderlich Road
   52                    1       Durango Town Center                      1125, 1145 and 1185 South Camino Del Rio
   53      B             2       Camelot Apartments                       2840 Robinson Street
   54      B             2       Crystal Street Apartments                219 Crystal Street
   56                    2       Peter Drive at Musky Ridge
 56.1                    2       Peter Drive                              1 Musky Ridge Drive and 620 Willow Grove Street
 56.2                    2       268 Main Street                          262-266 Main Street
   57      C             1       Grand Panama                             11503 Hutchison Boulevard
   58      C             1       Grand Panama Building A2                 11503 Hutchison Boulevard
   59                    1       Laurel Avenue Development                1777 Green Bay Road
   61                    1       Bernardo Heights Plaza                   15727 Bernardo Heights Parkway
   62                    2       Champions Glen                           6425 Oakley Road
   64                    2       Cross Creek                              5756 Cross Creek Drive
   65                    1       Mustang Crossing                         351, 426, 450 and 501 FM 548
   66                    2       Brady Station                            4401 East 52nd Street
   67                    1       Holiday Inn Select Winston Salem         5790 University Parkway
   68                    1       Holiday Inn Express Elko                 3019 Idaho Street
   70                    1       365 Canal Street                         365 Canal Street
   71                    2       Park West Apartments                     11845 West Avenue
   72                    2       Savannah Trails Apartments               1610 East McKinney Street
   73                    2       Oak Ridge Apartments                     11200 Perrin Beitel Road
   75                    1       Giant Eagle Plaza                        80 Whittlesey Avenue
   76                    1       Best Western Hotel & Suites Cary         1722 Walnut Street
   77                    1       Hampton Inn Bessemer                     4910 Civic Lane
   79                    1       Union Station Plaza                      962-982 Congress Street
   84                    1       University Corners                       2151-2193 South Taylor Road
   85                    1       Palmer Crossing - Parcel B               5300 Clark Road
   86                    1       Palazzo Shopping Center                  8222 East 103rd Street South
   87                    1       Storage King USA - Newark, NJ            1448 McCarter Highway
   89                    1       Best Western Westgate Inn York, PA       1415 Kenneth Road
   91                    1       Kmart Chicago                            5000 South Kedzie Avenue
   92                    2       Wickersham Green Apartments              2301 Wickersham Lane
   95                    1       Petsmart Tujunga                         6348 Foothill Boulevard
   98                    1       Comfort Inn & Suites Rawlins             2366 East Cedar Street
   99                    1       Fox Run                                  3121 MacIneery Drive
  101                    2       Princeton                                4300 Gus Thomasson Road
  103                    2       Salem Ridge Apartments                   231 Brierhurst Road
  105                    1       Hacienda Plaza                           755-899 North Hacienda Boulevard
  106                    1       Weeksville Crossing                      1805 Weeksville Road
  107                    1       Centre at Eagle's Nest                   5324 Atascocita Road
  109                    1       Bloomingdale Retail                      92-94 Stratford Drive
  110                    1       Cherry Hill Pointe Retail                1888 Route 70 East
  114                    1       Holcomb Bridge Business Center           2558-2662 Holcomb Bridge Road
  115                    1       Cahokia Village                          Camp Jackson Road and Range Lange
  120                    2       Greyberry Apartments                     3601 Hannan Road
  121                    1       Bayview Tower Office Building            400 Mann Street
  124                    1       Country Inn Stafford                     26 Wicomico Drive
  126                    2       Brookhollow Apartments                   704 East Waring Street
  127                    2       Western Parkview and Jefferson MHC
127.1                    2       Jefferson MHC                            3100 11th Avenue Southeast
127.2                    2       Western MHP                              1825 16th Street Southwest
127.3                    2       Parkview MHC                             625 15th Street Southeast
  130                    1       Tyler Building                           1603 Santa Rosa Road
  132                    1       8 Fairfield Boulevard                    8 Fairfield Boulevard
  133                    1       Holiday Inn Express Weatherford, OK      3825 East Main Street
  134                    1       Westlake Commons                         3106 Three Oaks Road
  135                    1       415 South San Pedro Street               415 South San Pedro Street
  136                    1       Masonic Temple Building                  133 Fayetteville Street
  137                    1       Alta Mesa Village                        5761 East Brown Road
  138                    1       Shoppes at Willow                        100 Willow Lane
  139                    1       Avalon Plaza                             23401-23565 Avalon Boulevard
  140                    1       1945 East Ridge Road                     1945 East Ridge Road
  141                    2       Pine Village North                       2400 Post Village Drive
  142                    2       The Gallery Apartments                   6220 Fairdale Lane
  145                    1       Champps Orland Park                      16165 La Grange Road
  146                    1       Cedar Ridge Crossing                     111 South Cedar Ridge Drive
  149                    1       1100 Summit Avenue                       1100 Summit Avenue
  150                    2       Pine Village East                        2889 Panthersville Road
  151                    1       Carolina Self Storage                    7205 US Highway 1 North
  152                    1       Green Springs Shopping Center            430 Green Springs Highway
  153                    2       Winkworth Garden Apts                    3179-3187 Bellevue Avenue
  154                    1       Carmichael Center                        131 Carmichael Road
  155                    2       Ustick Village Apartments                10887 West Ustick Road
  156                    1       Ranch at Scripps Trail                   10295, 10297 and 10299 Scripps Trail Drive
  157                    1       Costco & North Fork Bank                 325 Route 15
  158                    1       Centre Stage at High Point               1116 Eastchester Drive
  159                    1       98 Main Street                           98 Main Street
  160                    1       Spencer Square Shopping Center           8760 Madison Boulevard
  161                    2       MTW Apartments                           521 Beverly Avenue and 100-102 Third Street
  162                    1       San Saba Medical Office                  215 North San Saba
  163                    1       Village at Crooked Creek                 6300 Highway 9
  164                    1       Shoppes on 57th                          5000 South Louise Avenue
  165                    1       Montclair Retail                         4467 Mission Boulevard
  166                    1       Crismon Retail                           1116 South Crismon Road
  167                    1       2455 Towne Lake Parkway                  2455 Towne Lake Parkway
  168                    1       Cold Springs Retail                      180 Plaza Drive
  170                    1       Cobblestone Fiesta                       44600 West Smith-Enke Road
  171                    2       Bear Grounds I & II Apartments           1919 South 5th Street
  172                    2       Moorestown Oaks                          101 East Camden Avenue
  174                    2       Megan and Coleman Court Apartments       101-115 Megan Court & 1220 - 1227 Coleman Court
  175                    1       Oakmont Plaza                            16761 Saint Clair Avenue
  176                    1       Corsicana Medical                        1321 West Second Avenue
  177                    2       Reimer Apartments - Gretna               111, 115, 119 East Westplains and 610, 702 Chestnut Drive
  178                    2       Reimer Apartments - Millard              4860 and 4880 South 131st Street and 13106 and 13122 North
                                                                            Street
  179                    1       Avery Building                           2201 West Holcombe Boulevard
  180                    1       Santa Ana Office                         2001 East 1st Street
  181                    2       Monticello Court Apartments              409, 413, 500 and 504 Paladin Drive
  182                    1       Loveland Crossing                        1074 Loveland-Madeira Road
  183                    1       Fulton Hill Studios                      1000 Carlisle Avenue
  184                    1       Colonial Drive Mini Storage              304 South Colonial Drive
  185                    1       A-1 Self Storage                         1705 Feagin Drive
  186                    1       Chapel Hill Station                      3869 Chapel Hill Road
  187                    1       Coit Crossing                            3304 Coit Road
  188                    1       Hollywood Video Outlot                   2560 North Perris Boulevard
  189                    1       Mallard Place                            210 West Mallard Drive
  191                    1       Kyrene Industrial                        6315 South Kyrene Road
  192                    1       BMA Medical                              1002 East McDowell Road
  193                    1       Algonac Retail Center                    1055 St. Clair River Drive
  194                    1       Extra Space Self Storage                 4175 Winchester Road

<CAPTION>
                                                                     Units/
                                                                     Sq. Ft./
                                    Zip     Mortgage                 Rooms/      Original            Cut-off            Maturity
#       City                State   Code    Property Seller          Pads        Balance             Balance (1)        Balance (2)
-----   ------------------  -----   -----   ----------------------   ---------   -----------------   ----------------   ------------
<S>     <C>                 <C>     <C>     <C>                      <C>         <C>                 <C>                <C>
    1   New York            NY      10017   Column Financial, Inc.     910,473   $200,000,000 (11)   $200,000,000 (11)  $200,000,000
    3                                       Column Financial, Inc.               $186,000,000        $186,000,000       $174,860,950
  3.1   Hebron              KY      41048                            1,437,022    $51,613,000         $51,613,000        $48,522,034
  3.2   Memphis             TN      38118                            1,600,232    $43,392,000         $43,392,000        $40,793,367
  3.3   Lawrenceville       GA      30043                              650,253    $19,945,000         $19,945,000        $18,750,547
  3.4   San Diego           CA      92121                              200,000    $18,880,000         $18,880,000        $17,749,326
  3.5   Salt Lake City      UT      84104                              328,504    $12,015,000         $12,015,000        $11,295,454
  3.6   New Castle          DE      19720                              266,907    $10,625,000         $10,625,000         $9,988,696
  3.7   West Chicago        IL      60185                              212,922     $7,278,000          $7,278,000         $6,842,140
  3.8   Phoenix             AZ      85043                              136,704     $6,111,000          $6,111,000         $5,745,028
  3.9   Arlington           TX      76014                              201,600     $5,980,000          $5,980,000         $5,621,873
 3.10   Bolingbrook         IL      60440                              149,907     $5,424,000          $5,424,000         $5,099,171
 3.11   Hayward             CA      94545                               83,854     $4,737,000          $4,737,000         $4,453,314
    4   Jericho             NY      11753   Column Financial, Inc.     638,216   $163,750,000        $163,750,000       $163,750,000
    6   Las Vegas           NV      89117   Column Financial, Inc.         896    $85,000,000         $85,000,000        $85,000,000
    8                                       Column Financial, Inc.                $63,665,000         $63,665,000        $63,665,000
  8.1   Amesbury            MA      01913                                  105     $9,059,098          $9,059,098         $9,059,098
  8.2   Portsmouth          NH      03801                                  105     $8,707,438          $8,707,438         $8,707,438
  8.3   East Greenbush      NY      12061                                  105     $8,052,147          $8,052,147         $8,052,147
  8.4   Manchester          NH      03103                                  102     $7,023,736          $7,023,736         $7,023,736
  8.5   Milford             CT      06460                                  104     $6,930,207          $6,930,207         $6,930,207
  8.6   Williston           VT      05495                                  105     $6,751,491          $6,751,491         $6,751,491
  8.7   Wallingford         CT      06492                                  119     $6,165,700          $6,165,700         $6,165,700
  8.8   Tewksbury           MA      01876                                  133     $5,788,411          $5,788,411         $5,788,411
  8.9   Woburn              MA      01801                                  129     $5,186,772          $5,186,772         $5,186,772
    9   Las Cruces          NM      88011   Column Financial, Inc.     372,483    $54,000,000         $54,000,000        $54,000,000
   11                                       Column Financial, Inc.                $49,132,200         $49,132,200        $44,665,789
 11.1   Greece              NY      14615                                  354    $19,135,200         $19,135,200        $17,395,696
 11.2   Rochester           NY      14610                              325,863    $17,753,000         $17,753,000        $16,139,146
 11.3   Rochester           NY      14607                                  214     $8,844,000          $8,844,000         $8,040,027
 11.4   Rochester           NY      14611                               70,163     $1,854,000          $1,854,000         $1,685,461
 11.5   East Rochester      NY      14445                               45,000     $1,546,000          $1,546,000         $1,405,459
   14   Indianapolis        IN      46240   Column Financial, Inc.     381,718    $41,440,000 (21)    $41,440,000 (21)   $41,440,000
   17   Tolleson            AZ      85353   Column Financial, Inc.      99,435    $34,000,000         $34,000,000        $32,131,800
   18                                       Column Financial, Inc.                $33,975,000         $33,975,000        $33,975,000
 18.1   Rock Hill           SC      29730                                  252    $10,540,000         $10,540,000        $10,540,000
 18.2   Concord             NC      28027                                  226     $7,870,000          $7,870,000         $7,870,000
 18.3   Oxford              NC      27565                                  128     $7,020,000          $7,020,000         $7,020,000
 18.4   Eden                NC      27288                                   96     $4,880,000          $4,880,000         $4,880,000
 18.5   Mooresville         NC      28115                                   68     $3,665,000          $3,665,000         $3,665,000
   19                                       Column Financial, Inc.                $33,310,000         $33,310,000        $33,310,000
 19.1   Huntersville        NC      28078                                  174    $10,030,000         $10,030,000        $10,030,000
 19.2   Monroe              NC      28110                                  168     $9,830,000          $9,830,000         $9,830,000
 19.3   Salisbury           NC      28147                                  228     $6,970,000          $6,970,000         $6,970,000
 19.4   Concord             NC      28027                                  156     $6,480,000          $6,480,000         $6,480,000
   20   Grand Blanc         MI      48439   Column Financial, Inc.         204    $11,000,000         $11,000,000         $9,900,079
   21   Lapeer              MI      48446   Column Financial, Inc.         198    $10,000,000         $10,000,000         $9,000,072
   22   Midland             MI      48642   Column Financial, Inc.         154     $9,850,000          $9,850,000         $8,865,071
   23   Lapeer              MI      48446   Column Financial, Inc.          56     $2,400,000          $2,400,000         $2,176,065
   25   Landover            MD      20785   Column Financial, Inc.         283    $25,070,000         $25,070,000        $25,070,000
   26   Orlando             FL      32819   Column Financial, Inc.         301    $24,700,000         $24,700,000        $23,558,228
   28   St. Louis           MO      63102   Column Financial, Inc.         195    $21,600,000         $21,600,000        $20,780,201
   30   Houston             TX      77070   Column Financial, Inc.         392    $20,000,000         $20,000,000        $20,000,000
   31   Salisbury           NC      28147   Column Financial, Inc.     319,659    $19,930,000         $19,930,000        $17,777,494
   33   Lisle               IL      60532   Column Financial, Inc.     120,815    $18,750,000         $18,750,000        $16,745,345
   34   Houston             TX      77027   Column Financial, Inc.      42,698    $18,660,000         $18,660,000        $18,660,000
   39   Queen Creek         AZ      85242   Column Financial, Inc.      52,217    $15,200,000         $15,200,000        $14,228,632
   40   West Haven          CT      06516   Column Financial, Inc.          75    $14,000,000         $13,986,248        $11,325,510
   41   Fayetteville        NC      28304   Column Financial, Inc.         216    $13,500,000         $13,500,000        $12,131,752
   42   South Burlington    VT      05403   Column Financial, Inc.         161    $12,850,000         $12,850,000        $11,132,477
   43   Oxford              MI      48371   Column Financial, Inc.         145    $12,700,000         $12,604,366        $10,723,041
   44   Kihei               HI      96753   Column Financial, Inc.      40,974    $12,550,000         $12,550,000        $12,550,000
   45   Houston             TX      77069   Column Financial, Inc.         252    $12,500,000         $12,500,000        $12,500,000
   52   Durango             CO      81303   Column Financial, Inc.      41,517    $10,200,000         $10,200,000         $9,564,481
   53   Jackson             MS      39209   Column Financial, Inc.         287     $6,150,000          $6,139,866         $5,285,595
   54   Ames                IA      50010   Column Financial, Inc.          98     $4,050,000          $4,043,265         $3,476,842
   56                                       Column Financial, Inc.                 $9,975,000          $9,975,000         $8,750,918
 56.1   Hackettstown        NJ      07840                                   84     $9,054,000          $9,054,000         $7,942,938
 56.2   Hackettstown        NJ      07840                                   18       $921,000            $921,000           $807,980
   57   Panama City Beach   FL      32407   Column Financial, Inc.      39,578     $8,325,000          $8,325,000         $7,512,756
   58   Panama City Beach   FL      32407   Column Financial, Inc.       6,450     $1,375,000          $1,375,000         $1,343,142
   59   Highland Park       IL      60035   Column Financial, Inc.      29,359     $9,700,000          $9,700,000         $8,919,054
   61   San Diego           CA      92128   Column Financial, Inc.      37,729     $9,600,000          $9,581,233         $8,101,429
   62   Union City          GA      30291   Column Financial, Inc.         166     $9,320,000          $9,320,000         $9,320,000
   64   Indianapolis        IN      46254   Column Financial, Inc.         208     $9,280,000          $9,280,000         $9,280,000
   65   Forney              TX      75126   Column Financial, Inc.      39,282     $9,250,000          $9,250,000         $8,413,837
   66   Odessa              TX      79762   Column Financial, Inc.         262     $9,000,000          $9,000,000         $8,451,287
   67   Winston-Salem       NC      27105   Column Financial, Inc.         150     $9,000,000          $8,967,543         $7,107,423
   68   Elko                NV      89801   Column Financial, Inc.          77     $8,900,000          $8,869,633         $7,094,443
   70   New York            NY      10013   Column Financial, Inc.           3     $8,750,000          $8,750,000         $7,549,347
   71   San Antonio         TX      78216   Column Financial, Inc.         328     $8,700,000          $8,700,000         $7,828,716
   72   Denton              TX      76209   Column Financial, Inc.         308     $8,500,000          $8,494,653         $7,410,643
   73   San Antonio         TX      78217   Column Financial, Inc.         216     $8,300,000          $8,300,000         $7,468,776
   75   Norwalk             OH      44857   Column Financial, Inc.      59,034     $8,070,000          $8,070,000         $7,191,064
   76   Cary                NC      27511   Column Financial, Inc.         140     $8,000,000          $7,971,166         $6,318,321
   77   Bessemer            AL      35022   Column Financial, Inc.          84     $7,900,000          $7,870,448         $6,198,902
   79   Portland            ME      04102   Column Financial, Inc.     114,911     $7,500,000          $7,477,859         $6,191,318
   84   University Heights  OH      44118   Column Financial, Inc.      43,018     $7,130,000          $7,112,214         $6,097,385
   85   Sarasota            FL      34233   Column Financial, Inc.      56,510     $7,074,000          $7,074,000         $6,619,800
   86   Tulsa               OK      74133   Column Financial, Inc.      59,060     $7,065,000          $7,059,846         $6,074,286
   87   Newark              NJ      07104   Column Financial, Inc.      62,584     $6,790,000          $6,790,000         $6,114,537
   89   York                PA      17408   Column Financial, Inc.         104     $6,635,000          $6,635,000         $5,984,637
   91   Chicago             IL      60632   Column Financial, Inc.     167,700     $6,600,000          $6,596,010         $5,801,882
   92   Austin              TX      78741   Column Financial, Inc.         190     $6,425,000          $6,425,000         $5,932,599
   95   Tujunga             CA      91042   Column Financial, Inc.      34,265     $6,340,000          $6,322,285         $5,356,330
   98   Rawlins             WY      82301   Column Financial, Inc.          65     $6,175,000          $6,161,795         $4,993,490
   99   Council Bluffs      IA      51501   Column Financial, Inc.          66     $6,000,000          $5,987,537         $5,235,371
  101   Mesquite            TX      75150   Column Financial, Inc.         164     $5,700,000          $5,700,000         $5,700,000
  103   Winston-Salem       NC      27104   Column Financial, Inc.         120     $5,600,000          $5,600,000         $5,600,000
  105   La Puente           CA      91744   Column Financial, Inc.     120,334     $5,323,000          $5,314,907         $4,625,855
  106   Elizabeth City      NC      27909   Column Financial, Inc.      40,928     $5,200,000          $5,200,000         $4,478,114
  107   Humble              TX      77346   Column Financial, Inc.      23,524     $5,074,000          $5,074,000         $4,538,465
  109   Bloomingdale        IL      60108   Column Financial, Inc.      18,495     $5,000,000          $5,000,000         $4,339,325
  110   Cherry Hill         NJ      08003   Column Financial, Inc.      19,860     $4,926,000          $4,926,000         $4,412,077
  114   Alpharetta          GA      30022   Column Financial, Inc.      70,165     $4,800,000          $4,800,000         $4,659,165
  115   Cahokia             IL      62206   Column Financial, Inc.      96,426     $4,789,000          $4,789,000         $4,362,078
  120   Wayne               MI      48184   Column Financial, Inc.         124     $4,400,000          $4,400,000         $3,909,246
  121   Corpus Christi      TX      78401   Column Financial, Inc.     118,935     $4,360,000          $4,360,000         $3,817,516
  124   Stafford            VA      22554   Column Financial, Inc.          58     $4,235,000          $4,224,677         $3,631,479
  126   Dayton              TX      77535   Column Financial, Inc.         128     $4,100,000          $4,100,000         $3,953,302
  127                                       Column Financial, Inc.                 $4,100,000          $4,100,000         $3,626,545
127.1   Minot               ND      58701                                  230     $2,136,376          $2,136,376         $1,889,675
127.2   Minot               ND      58701                                  101     $1,001,966          $1,001,966           $886,263
127.3   Minot               ND      58701                                  114       $961,657            $961,657           $850,608
  130   Richmond            VA      23229   Column Financial, Inc.      31,627     $4,000,000          $4,000,000         $3,574,664
  132   Wallingford         CT      06492   Column Financial, Inc.      43,628     $3,860,000          $3,860,000         $3,446,402
  133   Weatherford         OK      73096   Column Financial, Inc.          65     $3,800,000          $3,795,833         $3,016,536
  134   Cary                IL      60013   Column Financial, Inc.      16,897     $3,690,000          $3,690,000         $3,355,813
  135   Los Angeles         CA      90013   Column Financial, Inc.      60,200     $3,550,000          $3,542,216         $3,080,195
  136   Raleigh             NC      27601   Column Financial, Inc.      32,961     $3,500,000          $3,500,000         $3,121,918
  137   Mesa                AZ      85205   Column Financial, Inc.      34,140     $3,446,000          $3,446,000         $3,243,720
  138   McDonough           GA      30253   Column Financial, Inc.      24,000     $3,450,000          $3,438,092         $2,927,052
  139   Carson              CA      90745   Column Financial, Inc.      64,457     $3,330,000          $3,324,193         $2,847,070
  140   Irondequoit         NY      14622   Column Financial, Inc.      77,335     $3,300,000          $3,300,000         $2,955,022
  141   Smyrna              GA      30080   Column Financial, Inc.          76     $3,240,000          $3,240,000         $3,240,000
  142   Houston             TX      77057   Column Financial, Inc.         101     $3,230,000          $3,230,000         $2,854,831
  145   Orland Park         IL      60467   Column Financial, Inc.       9,420     $3,175,000          $3,154,677         $2,693,279
  146   Duncanville         TX      75116   Column Financial, Inc.      64,492     $3,143,000          $3,143,000         $2,819,646
  149   Plano               TX      75074   Column Financial, Inc.      52,318     $3,078,000          $3,075,837         $2,656,171
  150   Decatur             GA      30034   Column Financial, Inc.          76     $3,040,000          $3,040,000         $3,040,000
  151   Southern Pines      NC      28387   Column Financial, Inc.      53,614     $3,000,000          $2,995,271         $2,591,990
  152   Homewood            AL      35209   Column Financial, Inc.      56,996     $3,000,000          $2,992,749         $2,570,456
  153   Syracuse            NY      13219   Column Financial, Inc.          80     $2,950,000          $2,950,000         $2,684,888
  154   Hudson              WI      54016   Column Financial, Inc.      13,945     $2,940,000          $2,940,000         $2,820,264
  155   Boise               ID      83713   Column Financial, Inc.          64     $2,750,000          $2,745,374         $2,357,485
  156   San Diego           CA      92131   Column Financial, Inc.      10,030     $2,685,000          $2,685,000         $2,685,000
  157   Wharton             NJ      07885   Column Financial, Inc.     183,388     $2,660,000          $2,660,000         $2,376,281
  158   High Point          NC      27265   Column Financial, Inc.      67,075     $2,587,500          $2,567,053         $1,716,083
  159   Southington         CT      06489   Column Financial, Inc.      22,481     $2,500,000          $2,500,000         $2,235,327
  160   Madison             AL      35759   Column Financial, Inc.      89,906     $2,500,000          $2,482,141         $2,125,294
  161   Morgantown          WV      26505   Column Financial, Inc.          31     $2,450,000          $2,444,938         $2,016,107
  162   San Antonio         TX      78207   Column Financial, Inc.      21,910     $2,440,000          $2,440,000         $2,202,011
  163   Alpharetta          GA      30004   Column Financial, Inc.      15,700     $2,452,500          $2,436,766         $2,079,785
  164   Sioux Falls         SD      57108   Column Financial, Inc.      15,517     $2,429,000          $2,429,000         $2,085,194
  165   Montclair           CA      91763   Column Financial, Inc.       5,856     $2,426,000          $2,426,000         $2,189,903
  166   Mesa                AZ      85208   Column Financial, Inc.       9,920     $2,350,000          $2,350,000         $2,090,854
  167   Woodstock           GA      30189   Column Financial, Inc.      12,000     $2,350,000          $2,350,000         $2,035,346
  168   Cold Spring         KY      41076   Column Financial, Inc.      13,600     $2,280,000          $2,273,659         $1,931,438
  170   Maricopa            AZ      85239   Column Financial, Inc.       8,920     $2,235,000          $2,235,000         $2,024,502
  171   Waco                TX      76706   Column Financial, Inc.         108     $2,100,000          $2,089,653         $1,643,892
  172   Moorestown          NJ      08057   Column Financial, Inc.          32     $2,060,000          $2,055,166         $1,940,664
  174   Charlottesville     VA      22901   Column Financial, Inc.          22     $1,925,000          $1,920,290         $1,643,753
  175   Calcutta            OH      43920   Column Financial, Inc.      17,292     $1,920,000          $1,915,638         $1,659,547
  176   Corsicana           TX      75110   Column Financial, Inc.      18,227     $1,897,000          $1,894,309         $1,658,507
  177   Gretna              NE      68028   Column Financial, Inc.          35     $1,864,000          $1,857,985         $1,600,098
  178   Omaha               NE      68137   Column Financial, Inc.          26     $1,860,000          $1,853,997         $1,596,664
  179   Houston             TX      77030   Column Financial, Inc.      26,715     $1,850,000          $1,845,850         $1,601,239
  180   Santa Ana           CA      92705   Column Financial, Inc.      26,789     $1,800,000          $1,796,987         $1,546,799
  181   Greenville          NC      27834   Column Financial, Inc.          54     $1,718,000          $1,718,000         $1,511,158
  182   Loveland            OH      45140   Column Financial, Inc.      18,460     $1,655,000          $1,651,426         $1,438,309
  183   Richmond            VA      23231   Column Financial, Inc.      33,932     $1,550,000          $1,550,000         $1,378,056
  184   Cleburne            TX      76033   Column Financial, Inc.      57,400     $1,513,000          $1,506,540         $1,292,794
  185   Lufkin              TX      75904   Column Financial, Inc.     104,410     $1,500,000          $1,500,000         $1,351,218
  186   Douglasville        GA      30135   Column Financial, Inc.      12,000     $1,500,000          $1,496,294         $1,281,912
  187   Plano               TX      75023   Column Financial, Inc.      15,045     $1,500,000          $1,493,306         $1,274,636
  188   Perris              CA      92571   Column Financial, Inc.       7,040     $1,424,000          $1,417,631         $1,209,699
  189   Boise               ID      83706   Column Financial, Inc.      14,177     $1,400,000          $1,397,955         $1,220,115
  191   Tempe               AZ      85283   Column Financial, Inc.      16,963     $1,180,000          $1,179,191         $1,020,744
  192   Phoenix             AZ      85006   Column Financial, Inc.       7,468     $1,000,000            $995,869           $857,878
  193   Algonac             MI      48001   Column Financial, Inc.       7,000       $925,000            $920,247           $789,096
  194   Memphis             TN      38118   Column Financial, Inc.      36,228       $824,000            $824,000           $798,898
<CAPTION>




                        Initial         Orig            Rem.            Orig            Rem.
        Fee/            Interest Only   Amort.          Amort.          Term to         Term to            Interest
#       Leasehold       Term            Term            Term (1)        Maturity (7)    Maturity (1)(7)    Rate
-----   -------------   -------------   -------------   -------------   -------------   ----------------   ----------------
<S>     <C>             <C>             <C>             <C>             <C>             <C>                <C>
    1   Leasehold                  60   Interest Only   Interest Only              60                56        7.0425580645%
    3   Various                    60             360             360             120               116              6.3800%
  3.1   Fee
  3.2   Fee/Leasehold
  3.3   Fee
  3.4   Fee
  3.5   Fee
  3.6   Fee
  3.7   Fee
  3.8   Fee
  3.9   Fee
 3.10   Fee
 3.11   Fee
    4   Fee                       120   Interest Only   Interest Only             120               114              5.6460%
    6   Fee                        84   Interest Only   Interest Only              84                79              5.8560%
    8   Fee                        84   Interest Only   Interest Only              84                78              5.6700%
  8.1   Fee
  8.2   Fee
  8.3   Fee
  8.4   Fee
  8.5   Fee
  8.6   Fee
  8.7   Fee
  8.8   Fee
  8.9   Fee
    9   Fee                       119   Interest Only   Interest Only             119               116              5.7990%
   11   Fee                        36             360             360             120               117              6.3100%
 11.1   Fee
 11.2   Fee
 11.3   Fee
 11.4   Fee
 11.5   Fee
   14   Fee                        60   Interest Only   Interest Only              60                55    6.12619884169884%
   17   Fee                        60             360             360             114               110              6.1760%
   18   Fee                        60   Interest Only   Interest Only              60                55              6.0500%
 18.1   Fee
 18.2   Fee
 18.3   Fee
 18.4   Fee
 18.5   Fee
   19   Fee                        60   Interest Only   Interest Only              60                55              6.0500%
 19.1   Fee
 19.2   Fee
 19.3   Fee
 19.4   Fee
   20   Fee                        36             360             360             120               117              5.7900%
   21   Fee                        36             360             360             120               117              5.7900%
   22   Fee                        36             360             360             120               117              5.7900%
   23   Fee                        36             360             360             120               117              6.1700%
   25   Fee                       120   Interest Only   Interest Only             120               119              5.6500%
   26   Fee                        12             360             360              60                57              6.3900%
   28   Fee                        12             360             360              60                58              7.3200%
   30   Fee                       120   Interest Only   Interest Only             120               115              6.4300%
   31   Fee                        23             360             360             120               116              6.3660%
   33   Fee                        24             360             360             120               118              6.3500%
   34   Fee                       120   Interest Only   Interest Only             120               118              6.3550%
   39   Fee                        60             360             360             120               116              6.0500%
   40   Fee                         0             300             299             119               118              7.2625%
   41   Fee                        36             360             360             119               118              5.6300%
   42   Fee                         0             360             360             120               120              6.7500%
   43   Fee                         0             360             352             120               112              5.8400%
   44   Fee                       120   Interest Only   Interest Only             120               119              6.3200%
   45   Fee                       120   Interest Only   Interest Only             120               115              6.4300%
   52   Fee                        60             360             360             120               115              6.1825%
   53   Fee                         0             360             358             120               118              6.4600%
   54   Fee                         0             360             358             120               118              6.4200%
   56   Fee                        12             360             360             120               116              6.4300%
 56.1   Fee
 56.2   Fee
   57   Fee                        36             360             360             119               116              5.8500%
   58   Fee                        36             360             360              59                56              5.8500%
   59   Fee                        36             360             360             113               113              6.4000%
   61   Fee                         0             360             358             118               116              5.7000%
   62   Fee                       119   Interest Only   Interest Only             119               110              5.6550%
   64   Fee                       119   Interest Only   Interest Only             119               110              5.6550%
   65   Fee                        36             360             360             120               117              6.3400%
   66   Fee                        60             360             360             120               116              6.2900%
   67   Fee                         0             300             297             120               117              6.5870%
   68   Fee                         0             300             297             120               117              6.8800%
   70   Fee                         0             360             360             120               120              6.6000%
   71   Fee                        36             360             360             122               117              5.9400%
   72   Fee                         0             360             359             120               119              6.9800%
   73   Fee                        36             360             360             122               117              5.9400%
   75   Fee                        24             360             360             121               118              6.3125%
   76   Fee                         0             300             297             120               117              6.5900%
   77   Fee                         0             300             297             120               117              6.3900%
   79   Fee                         0             324             321             120               117              6.6900%
   84   Fee                         0             360             357             120               117              6.2800%
   85   Fee                        60             360             360             121               117              6.1175%
   86   Fee                         0             360             359             120               119              6.4700%
   87   Fee                        36             360             360             120               114              5.8150%
   89   Fee                        24             360             360             120               120              6.8200%
   91   Fee                         0             360             359             117               116              7.1100%
   92   Fee                        48             360             360             120               115              6.2130%
   95   Fee                         0             360             357             119               116              5.8000%
   98   Fee                         0             300             298             120               118              7.3500%
   99   Fee                         0             360             357             120               117              7.0100%
  101   Fee                        60   Interest Only   Interest Only              60                55              6.5500%
  103   Fee                       120   Interest Only   Interest Only             120               112              6.6800%
  105   Fee                         0             360             358             119               117              6.8025%
  106   Fee                        12             360             360             119               119              5.6500%
  107   Fee                        24             360             360             119               117              6.3520%
  109   Fee                         0             360             360             115               115              6.4900%
  110   Fee                        24             360             360             120               117              6.4800%
  114   Fee                        24             360             360              60                56              6.9950%
  115   Fee                        36             360             360             120               116              6.4100%
  120   Fee                        24             360             360             120               115              6.1100%
  121   Fee                        12             360             360             120               118              6.3600%
  124   Fee                         0             360             357             120               117              6.3750%
  126   Fee                        24             360             360              60                55              6.0700%
  127   Fee                        24             360             360             120               114              5.9100%
127.1   Fee
127.2   Fee
127.3   Fee
  130   Fee                        24             360             360             120               118              6.3800%
  132   Fee                        24             360             360             120               116              6.3300%
  133   Fee                         0             300             299             120               119              6.7500%
  134   Fee                        36             360             360             120               117              6.3300%
  135   Fee                         0             360             357             120               117              6.8000%
  136   Fee                        24             360             360             120               119              6.2900%
  137   Fee                        60             360             360             120               116              6.4800%
  138   Fee                         0             360             356             121               117              6.0675%
  139   Fee                         0             360             358             119               117              6.2125%
  140   Fee                        24             360             360             120               119              6.4700%
  141   Fee                       119   Interest Only   Interest Only             119               110              5.6550%
  142   Fee                        24             360             360             120               115              5.8800%
  145   Fee                         0             360             353             120               113              6.0000%
  146   Fee                        18             360             360             120               118              6.9600%
  149   Fee                         0             360             359             120               119              6.6025%
  150   Fee                       119   Interest Only   Interest Only             119               110              5.6550%
  151   Fee                         0             360             358             120               118              6.6500%
  152   Fee                         0             360             357             121               118              6.4100%
  153   Fee                        36             360             360             120               118              6.3750%
  154   Fee                        12             360             360              60                57              6.9925%
  155   Fee                         0             360             358             120               118              6.3700%
  156   Fee                       120   Interest Only   Interest Only             120               118              6.9700%
  157   Fee                        24             360             360             120               119              6.3600%
  158   Fee                         0             240             236             120               116              6.2900%
  159   Fee                        24             360             360             120               117              6.4000%
  160   Fee                         0             360             352             120               112              6.0700%
  161   Fee                         0             324             322             120               118              6.5900%
  162   Fee                        24             360             360             120               118              6.8450%
  163   Fee                         0             360             353             120               113              5.9900%
  164   Fee                         0             360             360             120               120              6.4200%
  165   Fee                        36             360             360             118               116              5.7900%
  166   Fee                        24             360             360             122               119              6.3200%
  167   Fee                         0             360             360             120               120              6.7400%
  168   Fee                         0             360             357             118               115              5.8200%
  170   Fee                        36             360             360             121               117              6.1900%
  171   Fee                         0             300             296             121               117              6.4050%
  172   Fee                         0             360             357              60                57              6.5300%
  174   Fee                         0             360             357             122               119              6.3600%
  175   Fee                         0             360             357             120               117              6.6600%
  176   Fee                         0             360             358             120               118              7.0900%
  177   Fee                         0             360             356             119               115              6.3400%
  178   Fee                         0             360             356             119               115              6.3400%
  179   Fee                         0             360             357             120               117              6.7100%
  180   Fee                         0             360             358             119               117              6.3925%
  181   Fee                        18             360             360             122               118              6.2700%
  182   Fee                         0             360             357             120               117              6.8600%
  183   Fee                        12             360             360             120               116              6.9850%
  184   Fee                         0             360             355             120               115              6.2500%
  185   Fee                        24             360             360             120               119              6.7525%
  186   Fee                         0             360             357             121               118              6.3200%
  187   Fee                         0             360             355             120               115              6.0600%
  188   Fee                         0             360             355             120               115              6.0500%
  189   Fee                         0             360             358             120               118              6.9700%
  191   Fee                         0             360             359             120               119              6.6900%
  192   Fee                         0             360             355             120               115              6.3900%
  193   Fee                         0             360             354             120               114              6.1900%
  194   Fee                        24             360             360              59                55              6.6700%

<CAPTION>
                           First
        Monthly            Payment      Maturity                                 Administration    Letter of
#       Payment            Date         Date         ARD (8)   Defeasance (10)   Fees              Credit
-----   --------------     ----------   ----------   -------   ---------------   --------------    -----------
<S>     <C>                <C>          <C>          <C>       <C>               <C>               <C>
    1   $1,844,596 (11)    8/11/2007    7/11/2012    N/A       Yes                      0.02082%   N/A
    3   $1,161,006         8/11/2007    7/11/2017    N/A       Yes                      0.06082%   $21,000,000
  3.1
  3.2
  3.3
  3.4
  3.5
  3.6
  3.7
  3.8
  3.9
 3.10
 3.11
    4     $781,144         6/11/2007    5/11/2017    N/A       No                       0.02082%   N/A
    6     $420,561         7/11/2007    6/11/2014    N/A       Yes                      0.03332%   N/A
    8     $304,995         6/11/2007    5/11/2014    N/A       No                       0.02082%   $11,000,000
  8.1
  8.2
  8.3
  8.4
  8.5
  8.6
  8.7
  8.8
  8.9
    9     $264,579         9/11/2007    7/11/2017    N/A       Yes                      0.02082%   N/A
   11     $304,435         9/11/2007    8/11/2017    N/A       Yes                      0.02082%   N/A
 11.1
 11.2
 11.3
 11.4
 11.5
   14     $214,496 (21  )  7/11/2007    6/11/2012    N/A       Yes (22)                 0.02082%   N/A
   17     $207,710         8/11/2007    1/11/2017    N/A       Yes                      0.02082%   N/A
   18     $173,670         7/11/2007    6/11/2012    N/A       Yes                      0.02082%   N/A
 18.1
 18.2
 18.3
 18.4
 18.5
   19     $170,270         7/11/2007    6/11/2012    N/A       Yes                      0.02082%   N/A
 19.1
 19.2
 19.3
 19.4
   20      $64,473         9/11/2007    8/11/2017    N/A       Yes                      0.06082%    $1,000,000
   21      $58,612         9/11/2007    8/11/2017    N/A       Yes                      0.06082%   N/A
   22      $57,732         9/11/2007    8/11/2017    N/A       Yes                      0.06082%   N/A
   23      $14,653         9/11/2007    8/11/2017    N/A       Yes                      0.06082%   N/A
   25     $119,677         11/11/2007   10/11/2017   N/A       Yes                      0.02082%   N/A
   26     $154,338         9/11/2007    8/11/2012    N/A       Yes                      0.02082%   N/A
   28     $148,377         10/11/2007   9/11/2012    N/A       Yes                      0.02082%   N/A
   30     $108,655         7/11/2007    6/11/2017    N/A       Yes                      0.03332%   N/A
   31     $124,220         8/11/2007    7/11/2017    N/A       Yes                      0.02082%   N/A
   33     $116,669         10/11/2007   9/11/2017    N/A       Yes                      0.03082%   N/A
   34     $100,193         10/11/2007   9/11/2017    N/A       Yes                      0.03332%   N/A
   39      $91,621         8/11/2007    7/11/2017    N/A       Yes                      0.02082%   N/A
   40     $101,306         11/11/2007   9/11/2017    N/A       Yes                      0.02082%   N/A
   41      $77,756         11/11/2007   9/11/2017    N/A       Yes                      0.03332%   N/A
   42      $83,345         12/11/2007   11/11/2017   N/A       Yes                      0.02082%   N/A
   43      $74,841         4/11/2007    3/11/2017    N/A       Yes                      0.03082%   N/A
   44      $67,015         11/11/2007   10/11/2017   N/A       Yes                      0.03082%   N/A
   45      $67,909         7/11/2007    6/11/2017    N/A       Yes                      0.03332%   N/A
   52      $62,356         7/11/2007    6/11/2017    N/A       Yes                      0.03332%   N/A
   53      $38,711         10/11/2007   9/11/2017    N/A       Yes                      0.05082%   N/A
   54      $25,386         10/11/2007   9/11/2017    N/A       Yes                      0.05082%   N/A
   56      $62,590         8/11/2007    7/11/2017    N/A       Yes                      0.02082%   N/A
 56.1
 56.2
   57      $49,113         9/11/2007    7/11/2017    N/A       Yes                            0.02082%   N/A
   58       $8,112         9/11/2007    7/11/2012    N/A       No                             0.02082%   N/A
   59      $60,674         12/11/2007   4/11/2017    N/A       Yes                            0.02082%   N/A
   61      $55,718         10/11/2007   7/11/2017    N/A       Yes                            0.02082%   N/A
   62      $44,531         3/11/2007    1/11/2017    N/A       Yes                            0.02082%   N/A
   64      $44,339         3/11/2007    1/11/2017    N/A       Yes                            0.02082%   N/A
   65      $57,496         9/11/2007    8/11/2017    N/A       Yes                            0.03332%   N/A
   66      $55,649         8/11/2007    7/11/2017    N/A       Yes                            0.02082%   N/A
   67      $61,259         9/11/2007    8/11/2017    N/A       Yes                            0.02082%   N/A
   68      $62,224         9/11/2007    8/11/2017    N/A       Yes                            0.02082%   N/A
   70      $55,883         12/11/2007   11/11/2017   N/A       Yes                            0.02082%   N/A
   71      $51,826         7/11/2007    8/11/2017    N/A       Yes                            0.03082%   N/A
   72      $56,437         11/11/2007   10/11/2017   N/A       Yes                            0.02082%   N/A
   73      $49,443         7/11/2007    8/11/2017    N/A       Yes                            0.03082%   N/A
   75      $50,017         9/11/2007    9/11/2017    N/A       Yes                            0.03332%   N/A
   76      $54,467         9/11/2007    8/11/2017    N/A       Yes                            0.02082%   N/A
   77      $52,800         9/11/2007    8/11/2017    N/A       Yes                            0.02082%   N/A
   79      $50,080         9/11/2007    8/11/2017    N/A       No                             0.02082%   N/A
   84      $44,040         9/11/2007    8/11/2017    N/A       Yes                            0.06082%   N/A
   85      $42,948         8/11/2007    8/11/2017    N/A       Yes                            0.03332%   N/A
   86      $44,516         11/11/2007   10/11/2017   N/A       Yes                            0.02082%   N/A
   87      $39,905         6/11/2007    5/11/2017    N/A       Yes                            0.02082%   N/A
   89      $43,344         12/11/2007   11/11/2017   N/A       Yes                            0.02082%   N/A
   91      $44,399         11/11/2007   7/11/2017    N/A       Yes                            0.03332%   N/A
   92      $39,405         7/11/2007    6/11/2017    N/A       Yes                            0.03332%   N/A
   95      $37,200         9/11/2007    7/11/2017    N/A       Yes                            0.02082%   N/A
   98      $45,032         10/11/2007   9/11/2017    N/A       Yes                            0.02082%   N/A
   99      $39,958         9/11/2007    8/11/2017    N/A       Yes                            0.02082%   N/A
  101      $31,545         7/11/2007    6/11/2012    N/A       Yes                            0.02082%   N/A
  103      $31,606         4/11/2007    3/11/2017    N/A       Yes                            0.02082%   N/A
  105      $34,711         10/11/2007   8/11/2017    N/A       Yes                            0.02082%   N/A
  106      $30,016         12/11/2007   10/11/2017   N/A       Yes                            0.02082%   N/A
  107      $31,579         10/11/2007   8/11/2017    N/A       Yes                            0.03332%   N/A
  109      $31,571         12/11/2007   6/11/2017    N/A       Yes                            0.03082%   N/A
  110      $31,071         9/11/2007    8/11/2017    N/A       Yes                            0.02082%   N/A
  114      $31,918         8/11/2007    7/11/2012    N/A       Yes                            0.03332%      $250,000
  115      $29,987         8/11/2007    7/11/2017    N/A       Yes                            0.03082%   N/A
  120      $26,692         7/11/2007    6/11/2017    N/A       Yes                            0.06082%   N/A
  121      $27,158         10/11/2007   9/11/2017    N/A       Yes                            0.03332%   N/A
  124      $26,421         9/11/2007    8/11/2017    N/A       No                             0.03332%   N/A
  126      $24,766         7/11/2007    6/11/2012    N/A       Yes                            0.02082%   N/A
  127      $24,345         6/11/2007    5/11/2017    N/A       Yes                            0.02082%   N/A
127.1
127.2
127.3
  130      $24,968         10/11/2007   9/11/2017    N/A       No                             0.02082%   N/A
  132      $23,968         8/11/2007    7/11/2017    N/A       Yes                            0.02082%   N/A
  133      $26,255         11/11/2007   10/11/2017   N/A       Yes                            0.02082%   N/A
  134      $22,912         9/11/2007    8/11/2017    N/A       Yes                            0.03082%   N/A
  135      $23,143         9/11/2007    8/11/2017    N/A       Yes                            0.02082%   N/A
  136      $21,641         11/11/2007   10/11/2017   N/A       Yes                            0.03332%   N/A
  137      $21,736         8/11/2007    7/11/2017    N/A       Yes                            0.02082%   N/A
  138      $20,834         8/11/2007    8/11/2017    N/A       Yes                            0.02082%   N/A
  139      $20,422         10/11/2007   8/11/2017    N/A       Yes                            0.02082%   N/A
  140      $20,793         11/11/2007   10/11/2017   N/A       Yes                            0.02082%   N/A
  141      $15,481         3/11/2007    1/11/2017    N/A       Yes                            0.02082%   N/A
  142      $19,117         7/11/2007    6/11/2017    N/A       Yes                            0.03332%   N/A
  145      $19,036         5/11/2007    4/11/2017    N/A       Yes                            0.02082%   N/A
  146      $20,826         10/11/2007   9/11/2017    N/A       Yes                            0.03332%   N/A
  149      $19,663         11/11/2007   10/11/2017   N/A       Yes                            0.02082%   N/A
  150      $14,525         3/11/2007    1/11/2017    N/A       Yes                            0.02082%   N/A
  151      $19,259         10/11/2007   9/11/2017    N/A       Yes                            0.09082%   N/A
  152      $18,785         9/11/2007    9/11/2017    N/A       Yes                            0.02082%   N/A
  153      $18,404         10/11/2007   9/11/2017    N/A       Yes                            0.02082%   N/A
  154      $19,545         9/11/2007    8/11/2012    N/A       Yes                            0.02082%   N/A
  155      $17,147         10/11/2007   9/11/2017    N/A       Yes                            0.02082%   N/A
  156      $15,812         10/11/2007   9/11/2017    N/A       No                             0.02082%   N/A
  157      $16,569         11/11/2007   10/11/2017   N/A       Yes                            0.03332%   N/A
  158      $18,973         8/11/2007    7/11/2017    N/A       Yes                            0.03332%   N/A
  159      $15,638         9/11/2007    8/11/2017    N/A       Yes                            0.02082%   N/A
  160      $15,101         4/11/2007    3/11/2017    N/A       Yes                            0.11082%   N/A
  161      $16,202         10/11/2007   9/11/2017    N/A       Yes                            0.09082%   N/A
  162      $15,980         10/11/2007   9/11/2017    N/A       Yes                            0.02082%   N/A
  163      $14,688         5/11/2007    4/11/2017    N/A       Yes                            0.02082%   N/A
  164      $15,225         12/11/2007   11/11/2017   N/A       Yes                            0.05082%   N/A
  165      $14,219         10/11/2007   7/11/2017    N/A       Yes                            0.02082%   N/A
  166      $14,577         9/11/2007    10/11/2017   N/A       Yes                            0.02082%   N/A
  167      $15,226         12/11/2007   11/11/2017   N/A       Yes                            0.11082%   N/A
  168      $13,407         9/11/2007    6/11/2017    N/A       Yes                            0.02082%   N/A
  170      $13,674         8/11/2007    8/11/2017    N/A       No                             0.02082%   N/A
  171      $14,055         8/11/2007    8/11/2017    N/A       Yes                            0.03332%   N/A
  172      $13,061         9/11/2007    8/11/2012    N/A       Yes                            0.02082%   N/A
  174      $11,991         9/11/2007    10/11/2017   N/A       Yes                            0.02082%   N/A
  175      $12,338         9/11/2007    8/11/2017    N/A       Yes                            0.02082%   N/A
  176      $12,736         10/11/2007   9/11/2017    N/A       Yes                            0.02082%      $125,000
  177      $11,586         8/11/2007    6/11/2017    N/A       Yes                            0.02082%   N/A
  178      $11,561         8/11/2007    6/11/2017    N/A       Yes                            0.02082%   N/A
  179      $11,950         9/11/2007    8/11/2017    N/A       Yes                            0.03332%   N/A
  180      $11,250         10/11/2007   8/11/2017    N/A       Yes                            0.02082%   N/A
  181      $10,600         8/11/2007    9/11/2017    N/A       Yes                            0.02082%   N/A
  182      $10,856         9/11/2007    8/11/2017    N/A       Yes                            0.03332%   N/A
  183      $10,297         8/11/2007    7/11/2017    N/A       Yes                            0.16082%   N/A
  184       $9,316         7/11/2007    6/11/2017    N/A       Yes                            0.02082%   N/A
  185       $9,731         11/11/2007   10/11/2017   N/A       Yes                            0.02082%   N/A
  186       $9,304         9/11/2007    9/11/2017    N/A       Yes                            0.02082%   N/A
  187       $9,051         7/11/2007    6/11/2017    N/A       Yes                            0.02082%   N/A
  188       $8,583         7/11/2007    6/11/2017    N/A       Yes                            0.02082%   N/A
  189       $9,286         10/11/2007   9/11/2017    N/A       Yes                            0.02082%   N/A
  191       $7,606         11/11/2007   10/11/2017   N/A       Yes                            0.02082%   N/A
  192       $6,249         7/11/2007    6/11/2017    N/A       Yes                            0.06082%   N/A
  193       $5,659         6/11/2007    5/11/2017    N/A       Yes                            0.02082%   N/A
  194       $5,301         8/11/2007    6/11/2012    N/A       Yes                            0.02082%   N/A

<CAPTION>


                                                 Earthquake   Environmental   Net Mortgage
#       Letter of Credit Description             Insurance    Insurance       Rate
-----   --------------------------------------   ----------   -------------   ------------
<S>     <C>                                      <C>          <C>             <C>
    1   N/A                                      Yes          No              7.0217410645%
    3   In lieu of Initial Deposit to Earnout
         Reserve and TILC Reserve                Yes          No              6.3191830000%
  3.1                                            Yes          No
  3.2                                            Yes          No
  3.3                                            Yes          No
  3.4                                            Yes          No
  3.5                                            Yes          No
  3.6                                            Yes          No
  3.7                                            Yes          No
  3.8                                            Yes          No
  3.9                                            Yes          No
 3.10                                            Yes          No
 3.11                                            Yes          No
    4   N/A                                      Yes          No              5.6251830000%
    6   N/A                                      N/A          No              5.8226830000%
    8   PIP Letter of Credit                     Yes          No              5.6491830000%
  8.1                                            Yes          No
  8.2                                            Yes          No
  8.3                                            Yes          No
  8.4                                            Yes          No
  8.5                                            Yes          No
  8.6                                            Yes          No
  8.7                                            Yes          No
  8.8                                            Yes          No
  8.9                                            Yes          No
    9   N/A                                      Yes          No              5.7781830000%
   11   N/A                                      N/A          No              6.2891830000%
 11.1                                            N/A          No
 11.2                                            N/A          No
 11.3                                            N/A          No
 11.4                                            N/A          No
 11.5                                            N/A          No
   14   N/A                                      Yes          No              6.1053818417%
   17   N/A                                      N/A          No              6.1551830000%
   18   N/A                                      Yes          No              6.0291830000%
 18.1                                            Yes          No
 18.2                                            Yes          No
 18.3                                            Yes          No
 18.4                                            Yes          No
 18.5                                            Yes          No
   19   N/A                                      Yes          No              6.0291830000%
 19.1                                            Yes          No
 19.2                                            Yes          No
 19.3                                            Yes          No
 19.4                                            Yes          No
   20   In lieu of Earnout Reserve               N/A          No              5.7291830000%
   21   N/A                                      N/A          No              5.7291830000%
   22   N/A                                      N/A          No              5.7291830000%
   23   N/A                                      N/A          No              6.1091830000%
   25   N/A                                      Yes          No              5.6291830000%
   26   N/A                                      Yes          No              6.3691830000%
   28   N/A                                      Yes          No              7.2991830000%
   30   N/A                                      N/A          No              6.3966830000%
   31   N/A                                      Yes          No              6.3451830000%
   33   N/A                                      N/A          No              6.3191830000%
   34   N/A                                      Yes          No              6.3216830000%
   39   N/A                                      N/A          No              6.0291830000%
   40   N/A                                      N/A          No              7.2416830000%
   41   N/A                                      N/A          No              5.5966830000%
   42   N/A                                      N/A          No              6.7291830000%
   43   N/A                                      Yes          No              5.8091830000%
   44   N/A                                      Yes          No              6.2891830000%
   45   N/A                                      N/A          No              6.3966830000%
   52   N/A                                      Yes          No              6.1491830000%
   53   N/A                                      N/A          No              6.4091830000%
   54   N/A                                      N/A          No              6.3691830000%
   56   N/A                                      N/A          No              6.4091830000%
 56.1                                            N/A          No
 56.2                                            N/A          No
   57   N/A                                      N/A          No              5.8291830000%
   58   N/A                                      N/A          No              5.8291830000%
   59   N/A                                      N/A          No              6.3791830000%
   61   N/A                                      N/A          No              5.6791830000%
   62   N/A                                      Yes          No              5.6341830000%
   64   N/A                                      Yes          No              5.6341830000%
   65   N/A                                      Yes          No              6.3066830000%
   66   N/A                                      Yes          No              6.2691830000%
   67   N/A                                      N/A          No              6.5661830000%
   68   N/A                                      N/A          No              6.8591830000%
   70   N/A                                      N/A          No              6.5791830000%
   71   N/A                                      N/A          No              5.9091830000%
   72   N/A                                      Yes          No              6.9591830000%
   73   N/A                                      N/A          No              5.9091830000%
   75   N/A                                      N/A          No              6.2791830000%
   76   N/A                                      N/A          No              6.5691830000%
   77   N/A                                      N/A          No              6.3691830000%
   79   N/A                                      Yes          No              6.6691830000%
   84   N/A                                      Yes          No              6.2191830000%
   85   N/A                                      N/A          No              6.0841830000%
   86   N/A                                      N/A          No              6.4491830000%
   87   N/A                                      N/A          No              5.7941830000%
   89   N/A                                      N/A          No              6.7991830000%
   91   N/A                                      Yes          No              7.0766830000%
   92   N/A                                      Yes          No              6.1796830000%
   95   N/A                                      N/A          No              5.7791830000%
   98   N/A                                      N/A          No              7.3291830000%
   99   N/A                                      N/A          No              6.9891830000%
  101   N/A                                      N/A          No              6.5291830000%
  103   N/A                                      N/A          No              6.6591830000%
  105   N/A                                      N/A          No              6.7816830000%
  106   N/A                                      N/A          No              5.6291830000%
  107   N/A                                      N/A          No              6.3186830000%
  109   N/A                                      N/A          No              6.4591830000%
  110   N/A                                      N/A          No              6.4591830000%
  114   In lieu of the cash deposit into the
         Earnout Reserve                         N/A          No              6.9616830000%
  115   N/A                                      Yes          No              6.3791830000%
  120   N/A                                      N/A          No              6.0491830000%
  121   N/A                                      N/A          No              6.3266830000%
  124   N/A                                      N/A          No              6.3416830000%
  126   N/A                                      Yes          No              6.0491830000%
  127   N/A                                      N/A          Yes             5.8891830000%
127.1                                            N/A          Yes
127.2                                            N/A          Yes
127.3                                            N/A          Yes
  130   N/A                                      N/A          Yes             6.3591830000%
  132   N/A                                      N/A          No              6.3091830000%
  133   N/A                                      N/A          No              6.7291830000%
  134   N/A                                      N/A          No              6.2991830000%
  135   N/A                                      N/A          Yes             6.7791830000%
  136   N/A                                      N/A          No              6.2566830000%
  137   N/A                                      N/A          No              6.4591830000%
  138   N/A                                      N/A          Yes             6.0466830000%
  139   N/A                                      N/A          No              6.1916830000%
  140   N/A                                      N/A          No              6.4491830000%
  141   N/A                                      Yes          No              5.6341830000%
  142   N/A                                      N/A          No              5.8466830000%
  145   N/A                                      Yes          No              5.9791830000%
  146   N/A                                      N/A          No              6.9266830000%
  149   N/A                                      N/A          No              6.5816830000%
  150   N/A                                      Yes          No              5.6341830000%
  151   N/A                                      N/A          Yes             6.5591830000%
  152   N/A                                      N/A          No              6.3891830000%
  153   N/A                                      N/A          Yes             6.3541830000%
  154   N/A                                      N/A          Yes             6.9716830000%
  155   N/A                                      N/A          Yes             6.3491830000%
  156   N/A                                      N/A          No              6.9491830000%
  157   N/A                                      N/A          No              6.3266830000%
  158   N/A                                      Yes          No              6.2566830000%
  159   N/A                                      N/A          Yes             6.3791830000%
  160   N/A                                      N/A          No              5.9591830000%
  161   N/A                                      N/A          Yes             6.4991830000%
  162   N/A                                      N/A          Yes             6.8241830000%
  163   N/A                                      N/A          No              5.9691830000%
  164   N/A                                      N/A          Yes             6.3691830000%
  165   N/A                                      N/A          No              5.7691830000%
  166   N/A                                      N/A          Yes             6.2991830000%
  167   N/A                                      N/A          No              6.6291830000%
  168   N/A                                      Yes          Yes             5.7991830000%
  170   N/A                                      N/A          Yes             6.1691830000%
  171   N/A                                      Yes          No              6.3716830000%
  172   N/A                                      N/A          Yes             6.5091830000%
  174   N/A                                      N/A          Yes             6.3391830000%
  175   N/A                                      N/A          Yes             6.6391830000%
  176   Lease Renewal Reserve                    N/A          No              7.0691830000%
  177   N/A                                      N/A          Yes             6.3191830000%
  178   N/A                                      N/A          Yes             6.3191830000%
  179   N/A                                      N/A          No              6.6766830000%
  180   N/A                                      N/A          No              6.3716830000%
  181   N/A                                      N/A          Yes             6.2491830000%
  182   N/A                                      N/A          No              6.8266830000%
  183   N/A                                      N/A          No              6.8241830000%
  184   N/A                                      N/A          Yes             6.2291830000%
  185   N/A                                      N/A          Yes             6.7316830000%
  186   N/A                                      N/A          Yes             6.2991830000%
  187   N/A                                      N/A          No              6.0391830000%
  188   N/A                                      N/A          Yes             6.0291830000%
  189   N/A                                      N/A          Yes             6.9491830000%
  191   N/A                                      N/A          Yes             6.6691830000%
  192   N/A                                      N/A          Yes             6.3291830000%
  193   N/A                                      N/A          Yes             6.1691830000%
  194   N/A                                      N/A          No              6.6491830000%

</TABLE>

(A)   The Underlying Mortgage Loans secured by CP Fairways at Woodfield, CP
      Rolling Hills, CP Birchwood Pointe and CP Arbors of Lapeer Apartments are
      cross-collateralized and cross-defaulted.

(B)   The Underlying Mortgage Loans secured by Camelot Apartments and Crystal
      Street Apartments are cross-collateralized and cross-defaulted.

(C)   The Underlying Mortgage Loans secured by Grand Panama and Grand Panama
      Building A2 are cross-collateralized and cross-defaulted.

(D)   The Underlying Mortgage Loans secured by Ritz Coral Springs and
      Chick-fil-A Building, Starbucks Outparcel and Chick-fil-A, Bradenton are
      cross-collateralized and cross-defaulted.

(1)   Based on a Cut-off date in November 2007.

(2)   At maturity with respect to Balloon Loans or at the anticipated repayment
      date 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)   For hospitality properties, the occupancy presented above is the occupancy
      concluded by the respective loan seller at underwriting based on
      historical performance and future outlook. For further description of the
      underwriting criteria, please see "Description of the Sponsors" in the
      accompanying free writing prospectus.

(4)   In the case of cross-collateralized and cross-defaulted underlying
      mortgage loans, the combined LTV is presented for each and every related
      underlying mortgage loan.

(5)   U/W NCF reflects the net cash flow after underwritten replacement
      reserves, underwritten LC's & TI's and underwritten FF&E.

(6)   DSCR is based on the amount of the monthly payments presented. In the case
      of cross-collateralized and cross-defaulted underlying mortgage loans the
      combined DSCR is presented for each and every related underlying mortgage
      loan.

(7)   At maturity with respect to Balloon Loans or at the anticipated repayment
      date in the case of ARD Loans.

(8)   Anticipated Repayment Date.

(9)   Prepayment Provision as of Origination:
      Lock/(x) = Lockout or Defeasance for (x) payments
      YMA/(y) = Greater of Yield Maintenance Premium and A% Prepayment for
       (y) payments
      A%/(y) = A% Prepayment for (y) payments
      0.0%/(z) = Prepayable at par for (z) payments

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

(11)  The 450 Lexington Avenue Total Debt has an original balance of $600.0
      million, which is comprised of the $310.0 million Mortgage Loan and the
      $290.0 million Mezzanine Loan. A $200.0 million pari-passu portion of the
      450 Lexington Avenue Mortgage Loan is included in this transaction and as
      such is expected to be the controlling interest with respect to the Total
      Debt. The remaining portion of the Mortgage Loan totaling $110.0 million
      will be syndicated outside the trust. All calculations are based on the
      $310.0 million Mortgage Loan.

(12)  Stabilized appraised value, cutoff LTV, and maturity LTV as of 6/1/2008
      will be $250,000,000.00, 76.3%, and 76.3% respectively.

(13)  With respect to the Gulf Coast Town Center Phases I & II mortgage loan, in
      addition to the yield maintenance option, the loan has the option to be
      prepaid by defeasance at any time after the date which is two years and 15
      days from the "startup day" of the REMIC Trust.

(14)  Letter of Credit in the amount of $8,200,000.00 will be provided by
      KeyBank at the time the loan is sold to the Trust.

(15)  In lieu of the Earnout Reserve and TI/LC Reserve deposits, the borrower
      posted a letter of credit in the amount of $21 million. The letter of
      credit corresponds to the existing disbursement requirements per the loan
      documents. The first $8.5 million of the Earnout Reserve may be released
      to the TI/LC Reserve once the current Debt Service Coverage Ratio reaches
      1.20x on the interest only debt service. The remaining $12.5 million of
      the Earnout Reserve may only be released once the current Debt Service
      Coverage Ratio reaches 1.20x on debt service based on a thirty-year
      amortization schedule, over a trailing 12-month period.

(16)  The 60 Wall Street Total Debt has an original balance of $925.0 million. A
      $130.0 million pari-passu portion of the 60 Wall Street Mortgage Loan is
      included in this transaction. The remaining portion of the Mortgage Loan
      totaling $795.0 million will be syndicated outside the trust. All
      calculations are based on the $925.0 million Mortgage Loan.

(17)  The Commerce Corporate Plaza Loan may be prepaid in part using certain
      reserve amounts up to $9.1 million beginning in February 2008, such
      prepayment to be accompanied by a yield maintenance payment by the
      borrower.

(18)  The loan is locked out for the first two years from the "startup day" of
      the REMIC Trust, however, the borrower has the option to partially release
      any two (2) properties during the lockout period. Based on the Allocated
      Release Price per the Loan Agreement, a maximum of $17,766,536 can be
      prepaid during the lockout period with yield maintenance.

(19)  The $75.487 million is bridge equity structured as debt at the parent
      level (the parent of the individual uncrossed SPE borrowers under the
      related underlying mortgage loan and other mortgage loans not included in
      the issuing entity), and is not secured by the related mortgaged real
      property. The loan is secured by a Collateral Assignment of Special
      Funding Agreement, which is simply a funding agreement with an indirect,
      ultimate Australian parent entity that has contractually agreed to advance
      funds to the Bridge Loan borrower as needed pursuant to the terms of the
      funding agreement. Lender is also the beneficiary of a Guaranty Agreement
      by Babcock & Brown Real Estate Investments LLC, a Delaware limited
      liability company, which guaranty backstops the enforceability of the
      Collateral Assignment of Special Funding Agreement. The loan is scheduled
      to mature March 31, 2008, but may be extended for 120 days. The loan is
      interest only at LIBOR + 1.25% for the term of the loan.

(20)  Stabilized appraised value, cutoff LTV, and maturity LTV as of 10/1/2010
      will be $77,700,000.00, 63.8%, and 63.8% respectively.

(21)  The Woodfield Crossing Total Debt is evidenced by a $41.44 million
      mortgage loan, which will be an asset of the issuing entity and a $5.0
      million mezzanine loan. The mezzanine loan is secured by a pledge of
      ownership interest in the borrower, has market lender protections and is
      subject to a market intercreditor agreement. All calculations are based on
      the $41.44 million mortgage loan.

(22)  With respect to the Woodfield Crossing mortgage loan, in addition to the
      yield maintenance option, the loan has the option to be prepaid by
      defeasance at any time after the date which is two years from the "startup
      day" of the REMIC Trust. Additionally, the borrower may partially release
      certain properties at any time during the term of the loan. Such partial
      releases are made with no payment due to Lender. However, there is an LTV
      requirement associated with such releases, for which the borrower may need
      to make a partial prepayment in order to satisfy the requirement.

(23)  The FF&E reserve increases to 3% in the second year of the loan term, and
      4% thereafter.

(24)  With respect to the Central New York Medical Center mortgage loan, in
      addition to the yield maintenance option, the loan has the option to be
      prepaid by defeasance at any time after the date which is two years and 15
      days from the "startup day" of the REMIC Trust.

(25)  The FF&E reserve increases to 4% in the second year of the loan term.

(26)  With respect to the Albers Mill mortgage loan, in addition to the yield
      maintenance option, the loan has the option to be defeased at any time on
      and after the first business day following September 27, 2009, which is
      the two-year anniversary of the "startup day" of the related single-asset
      REMIC. In addition, the Albers Mill borrower has the option to pay a
      declining fixed premium in lieu of yield maintenance on and after the 60th
      payment due date.

(27)  The Cochran - Simi Valley mortgage is structured with an $800,000 earnout
      and an $80,000 paydown premium. The Cut-Off LTV, U/W DSCR and current DSCR
      shown are net of earnout. Maturity LTV is shown at full leverage.

(28)  The current LTV is based on the "As-is" Appraised Value. The Property is
      expected to reach stabilization on 5/8/2009 with a stabilized appraised
      value of $7.8 million, which will result in an LTV of 73.1%.

(29)  Additionally, there is a subordinate $650,000 intercompany loan made to
      the related borrower by one of its affiliates that is secured by the
      related mortgaged real property. The lender under such loan is subject to
      a subordination and standstill agreement, has no rights and only receives
      cash flow to the extent available after any and all amounts due under the
      mortgage loan included in the issuing entity.

(30)  Beginning on the Payment date 11/11/13, the monthly contractual
      replacement reserve will be $662.64.

(31)  With respect to the West LA Self Storage mortgage loan, in addition to the
      yield maintenance option, the loan has the option to be prepaid by
      defeasance at any time after the date which is two years and 15 days from
      the "startup day" of the REMIC Trust.

<PAGE>

                                                                    SCHEDULE III

                   MORTGAGE LOANS CONSTITUTING CROSSED GROUPS

      (1) CP Arbors of Lapeer Apartments, CP Rolling Hills, CP Fairways at
      Woodfield and CP Birchwood Pointe


      (2) Camelot Apartments and Crystal Street Apartments


      (3) Grand Panama and Grand Panama Building A2

<PAGE>

                                                                     SCHEDULE IV

                         MORTGAGE LOANS WITH LOST NOTES

                                     [None]

<PAGE>


                                                                      SCHEDULE V

                             EXCEPTIONS TO SELLER'S
                         REPRESENTATIONS AND WARRANTIES

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

            Exception to representation (xxvii)

            Allanza at the Lakes - Several pad-mounted, utility-owned
transformers exist on the Mortgaged Property which are owned and operated by the
Nevada Power Company. The units are not labeled as to their PCB status; however,
based on the initial development of the Mortgaged Property in 1985, all units
are presumed to be "non-PCB" transformers. One unit was observed by the
environmental consultant to have staining around its side and base. This
staining is considered a recognized environmental condition to the Mortgaged
Property. The consultant recommended that the Nevada Power Company repair or
replace the transformer. The loan documents include a covenant requiring the
Borrower to provide written notification advising the Nevada Power Company of
the stained unit within 30 days of closing. The Borrower is required to provide
a copy of such written notification to the lender.

            Exception to representation (xxxi (B))

            Hacienda Plaza - Ground lessor has not agreed in writing that the
ground lease cannot be amended or terminated without lender's consent. The
Mortgage Loan is fully recourse to the Borrower and the related guarantor up to
the maximum amount of $1,330,750.00 until such time as Borrower delivers to
lender a fully executed amendment to the ground lease which includes mortgagee
protection provisions satisfactory to the lender.

            Exception to representation (xxxi (C))

            Hacienda Plaza - The ground lease expires in 2033.

            Exception to representation (xxxi (I))

            Hacienda Plaza - Quiet possession is not addressed in the lease.

            Exception to representation (xxxi (J) and (K)

            Hacienda Plaza - Use of condemnation proceeds is not addressed in
the lease.

            Exception to representation (xxxi (L))

            Hacienda Plaza - Lessor will enter into a new lease if the same is
terminated due to a Borrower default but the right to a new lease after
rejection in bankruptcy is not specifically included.

            Exception to representation (xxxiii)

            450 Lexington Avenue - The related Mortgaged Property secures, on a
pari passu basis with the Mortgage Loan, another mortgage loan with an unpaid
principal balance as of the cut-off date of $110,000,000.00. The rights of the
lenders are governed by an intercreditor agreement.

            Breton Mills Apartments - This Mortgage Loan is part of an "A/B"
loan structure consistent with the program implemented between Column Financial,
Inc. and CBA Mezzanine Capital. The B loan on this transaction is in the amount
of $1,050,000.00. The holder of the A loan serves as collateral agent for both
lenders. The relationship between the lenders is governed by an intercreditor
agreement entered into consistent with the Column/CBA-Mezz Program.

            Princeton - This Mortgage Loan is part of an "A/B" loan structure.
The B loan on this transaction is in the aggregate amount of $850,000.00. The
portion of the B loan in the amount of $200,000 is subordinate to the Mortgage
Loan pursuant to that certain co-lender agreement, dated as of November 1, 2007,
between Column Financial, Inc. as Note A Holder and Column Financial, Inc. as
Note B Holder. The portion of the B loan in the amount of $650,000 is
subordinate to both the Mortgage Loan and the $200,000 B loan pursuant to the
Subordination and Standstill Agreement, dated as of May 25, 2007.

            Champions Oaks Apartments - This Mortgage Loan is part of an "A/B"
loan structure consistent with the program implemented between Column Financial,
Inc. and CBA Mezzanine Capital. The B loan on this transaction is in the amount
of $650,000.00. The holder of the A loan serves as collateral agent for both
lenders. The relationship between the lenders is governed by an intercreditor
agreement entered into consistent with the Column/CBA-Mezz Program.

            Savannah Trails Apartments - This Mortgage Loan is part of an "A/B"
loan structure consistent with the program implemented between Column Financial,
Inc. and CBA Mezzanine Capital. The B loan on this transaction is in the amount
of $650,000.00. The holder of the A loan serves as collateral agent for both
lenders. The relationship between the lenders is governed by an intercreditor
agreement entered into consistent with the Column/CBA-Mezz Program.

            Mustang Crossing - This Mortgage Loan is part of an "A/B" loan
structure consistent with the program implemented between Column Financial, Inc.
and CBA Mezzanine Capital. The B loan on this transaction is in the amount of
$610,000.00. The holder of the A loan serves as collateral agent for both
lenders. The relationship between the lenders is governed by an intercreditor
agreement entered into consistent with the Column/CBA-Mezz Program.

            Durango Town Center - This Mortgage Loan is part of an "A/B" loan
structure consistent with the program implemented between Column Financial, Inc.
and CBA Mezzanine Capital. The B loan on this transaction is in the amount of
$531,000.00. The holder of the A loan serves as collateral agent for both
lenders. The relationship between the lenders is governed by an intercreditor
agreement entered into consistent with the Column/CBA-Mezz Program.

            Palazzo Shopping Center - This Mortgage Loan is part of an "A/B"
loan structure consistent with the program implemented between Column Financial,
Inc. and CBA Mezzanine Capital. The B loan on this transaction is in the amount
of $475,000.00. The holder of the A loan serves as collateral agent for both
lenders. The relationship between the lenders is governed by an intercreditor
agreement entered into consistent with the Column/CBA-Mezz Program.

            Laurel Avenue Development - This Mortgage Loan is part of an "A/B"
loan structure consistent with the program implemented between Column Financial,
Inc. and CBA Mezzanine Capital. The B loan on this transaction is in the amount
of $460,000.00. The holder of the A loan serves as collateral agent for both
lenders. The relationship between the lenders is governed by an intercreditor
agreement entered into consistent with the Column/CBA-Mezz Program.

            Camelot Apartments - This Mortgage Loan is part of an "A/B" loan
structure consistent with the program implemented between Column Financial, Inc.
and CBA Mezzanine Capital. The B loan on this transaction is in the amount of
$435,000.00. The holder of the A loan serves as collateral agent for both
lenders. The relationship between the lenders is governed by an intercreditor
agreement entered into consistent with the Column/CBA-Mezz Program.

            Crystal Street Apartments - This Mortgage Loan is part of an "A/B"
loan structure consistent with the program implemented between Column Financial,
Inc. and CBA Mezzanine Capital. The B loan on this transaction is in the amount
of $275,000.00. The holder of the A loan serves as collateral agent for both
lenders. The relationship between the lenders is governed by an intercreditor
agreement entered into consistent with the Column/CBA-Mezz Program.

            Masonic Temple Building - This Mortgage Loan is part of an "A/B"
loan structure consistent with the program implemented between Column Financial,
Inc. and CBA Mezzanine Capital. The B loan on this transaction is in the amount
of $258,500.00. The holder of the A loan serves as collateral agent for both
lenders. The relationship between the lenders is governed by an intercreditor
agreement entered into consistent with the Column/CBA-Mezz Program.

            Westlake Crossing - This Mortgage Loan is part of an "A/B" loan
structure consistent with the program implemented between Column Financial, Inc.
and CBA Mezzanine Capital. The B loan on this transaction is in the amount of
$235,000.00. The holder of the A loan serves as collateral agent for both
lenders. The relationship between the lenders is governed by an intercreditor
agreement entered into consistent with the Column/CBA-Mezz Program.

            Cedar Ridge Crossing - This Mortgage Loan is part of an "A/B" loan
structure consistent with the program implemented between Column Financial, Inc.
and CBA Mezzanine Capital. The B loan on this transaction is in the amount of
$220,000.00. The holder of the A loan serves as collateral agent for both
lenders. The relationship between the lenders is governed by an intercreditor
agreement entered into consistent with the Column/CBA-Mezz Program.

            Megan & Coleman Court Apartments - This Mortgage Loan is part of an
"A/B" loan structure consistent with the program implemented between Column
Financial, Inc. and CBA Mezzanine Capital. The B loan on this transaction is in
the amount of $155,000.00. The holder of the A loan serves as collateral agent
for both lenders. The relationship between the lenders is governed by an
intercreditor agreement entered into consistent with the Column/CBA-Mezz
Program.

            Mallard Place - This Mortgage Loan is part of an "A/B" loan
structure consistent with the program implemented between Column Financial, Inc.
and CBA Mezzanine Capital. The B loan on this transaction is in the amount of
$100,000.00. The holder of the A loan serves as collateral agent for both
lenders. The relationship between the lenders is governed by an intercreditor
agreement entered into consistent with the Column/CBA-Mezz Program.

            Exception to representation (xl)

            CP Fairways at Woodfield - Certain of the tax parcels (the "Shared
Tax Parcels") include a portion of the Mortgaged Property but also include
certain adjoining real property. Borrower will split the Shared Tax Parcel as a
normal, non-discretionary and ministerial administrative function of the
applicable taxing jurisdiction into separate tax parcels between the Mortgaged
Property and such adjoining real property no later than January 31, 2008. Lender
has escrowed taxes for the entire parcel to mitigate this risk.





<PAGE>


                                                                       EXHIBIT A


                         REPRESENTATIONS AND WARRANTIES
                          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, (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 and (D) the rights of the
holder of any Companion Loan that is part of a related Serviced Loan Combination
to which any such Mortgage Loan belongs (items (A), (B), (C) and (D)
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;

            (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 $4,000,000, no environmental report may have been
obtained, but (in such cases where a Phase I environmental report was not
obtained) a lender's 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, for estate planning
related purposes and other 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) The Mortgage Loan is directly secured by a Mortgage on a
commercial property or multifamily residential property;

            (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) [reserved];

            (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 or an affiliate thereof 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

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

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

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

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

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

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

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

            8. upon assignment of the Note by _______________ to Credit Suisse
First Boston Mortgage Securities Corp. (the "Depositor") and subsequent
assignment by Depositor to the trustee for the benefit of the holders of the
Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage
Pass-Through Certificates, Series 2007-C5 (the "Trustee") (which assignment may,
at the discretion of Depositor, be made directly by _______________ to the
Trustee), _______________ covenants and agrees (a) promptly to deliver to the
Trustee the original Note if it is subsequently found, and (b) to indemnify and
hold harmless the Trustee and its successors and assigns from and against any
and all costs, expenses and monetary losses arising as a result of
_______________'s failure to deliver said original Note to the Trustee.


                                    COLUMN FINANCIAL, INC.

                                    By: _______________________________________
                                    Name:
                                    Title:

Sworn to before me this _____
day of __________, 2007