EXECUTION COPY MORTGAGE LOAN PURCHASE AGREEMENT

EXECUTION COPY

MORTGAGE LOAN PURCHASE AGREEMENT

THIS MORTGAGE LOAN PURCHASE AGREEMENT (this "Agreement") is dated as

of November 8, 2006, between CITIGROUP GLOBAL MARKETS REALTY CORP., as seller

(the "Seller"), and CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. ("CCMSI"), as

purchaser (the "Purchaser").

The Seller intends to sell, and the Purchaser intends to purchase,

certain multifamily, commercial and/or manufactured housing community mortgage

loans (the "Mortgage Loans") identified on the schedule (the "Mortgage Loan

Schedule") annexed hereto as "Annex A". The Purchaser intends to deposit the

Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage

Loans"), into a trust fund (the "Trust Fund"), the beneficial ownership of which

will be evidenced by multiple classes (each, a "Class") of mortgage pass-through

certificates (the "Certificates"). One or more "real estate mortgage investment

conduit" ("REMIC") elections will be made with respect to most of the Trust

Fund. The Trust Fund will be created and the Certificates will be issued

pursuant to a pooling and servicing agreement (the "Pooling and Servicing

Agreement"), to be dated as of November 1, 2006, among CCMSI, as depositor,

Midland Loan Services, Inc. and Wachovia Bank, National Association, as master

servicers (each a "Master Servicer" and, together, the "Master Servicers"), LNR

Partners, Inc., as special servicer (the "Special Servicer"), Wells Fargo Bank,

National Association, as trustee (the "Trustee") and LaSalle Bank National

Association, as certificate administrator (the "Certificate Administrator").

Capitalized terms used herein (including the schedules attached hereto) but not

defined herein (or in such schedules) have the respective meanings set forth in

the Pooling and Servicing Agreement.

CCMSI intends to sell certain Classes of the Certificates (the

"Publicly Offered Certificates") to Citigroup Global Markets Inc. ("CGMI"),

LaSalle Financial Services, Inc., PNC Capital Markets LLC and Banc of America

Securities LLC (collectively, the "Dealers"), pursuant to an underwriting

agreement dated as of the date hereof (the "Underwriting Agreement"), between

CCMSI and the Dealers. The Publicly Offered Certificates are more particularly

described in a prospectus supplement dated November 8, 2006 (the "Prospectus

Supplement") and the accompanying base prospectus dated June 8, 2006 (the "Base

Prospectus" and, together with the Prospectus Supplement, the "Prospectus").

CCMSI further intends to sell the remaining Classes of the

Certificates (the "Privately Offered Certificates") to CGMI, pursuant to a

certificate purchase agreement dated as of the date hereof (the "Certificate

Purchase Agreement"), between CCMSI and CGMI. The Privately Offered Certificates

are more particularly described in an offering memorandum dated November 8, 2006

(the "Memorandum").

Certain Classes of the Certificates will be assigned ratings by

Moody's Investors Service, Inc. and/or Fitch, Inc. (together, the "Rating

Agencies").

In connection with its sale of the Mortgage Loans, the Seller shall

enter into an indemnification agreement dated as of the date hereof (the

"Indemnification Agreement"), between the Seller, CCMSI and the Dealers.

Now, therefore, in consideration of the premises and the mutual

agreements set forth herein, the parties agree as follows:

SECTION 1. Agreement to Purchase.

The Seller agrees to sell, and the Purchaser agrees to purchase, the

Mortgage Loans identified on the Mortgage Loan Schedule. The Mortgage Loan

Schedule may be amended to reflect the actual Mortgage Loans delivered to the

Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have

an aggregate principal balance as of the close of business on the Cut-off Date

(the "Seller Mortgage Loan Balance") of $905,040,675 (subject to a variance of

plus or minus 5.0%), after giving effect to any payments due on or before such

date, whether or not such payments are received. The Seller Mortgage Loan

Balance, together with the aggregate principal balance of the Other Mortgage

Loans as of the Cut-off Date (after giving effect to any payments due on or

before such date whether or not such payments are received), is expected to

equal an aggregate principal balance (the "Cut-off Date Pool Balance") of

$2,238,772,692 (subject to a variance of plus or minus 5.0%). The purchase and

sale of the Mortgage Loans shall take place on November 21, 2006 or such other

date as shall be mutually acceptable to the parties to this Agreement (the

"Closing Date"). The consideration (the "Aggregate Purchase Price") for the

Mortgage Loans shall consist of a cash amount, payable in immediately available

funds, as reflected on the settlement statement agreed to by the Seller and the

Purchaser, which amount shall include interest accrued on the Seller Mortgage

Loan Balance for the period from and including the Cut-off Date up to but not

including the Closing Date.

The Aggregate Purchase Price shall be paid to the Seller or its

designee by wire transfer in immediately available funds on the Closing Date.

SECTION 2. Conveyance of Mortgage Loans.

(a) Effective as of the Closing Date, subject only to receipt by the

Seller of the Aggregate Purchase Price and satisfaction or waiver of the other

conditions to closing that are for the benefit of the Seller, the Seller does

hereby sell, transfer, assign, set over and otherwise convey to the Purchaser,

without recourse (except as set forth in this Agreement), all the right, title

and interest of the Seller in and to the Mortgage Loans identified on the

Mortgage Loan Schedule as of such date, on a servicing-released basis, together

with all of the Seller's right, title and interest in and to the proceeds of any

related title, hazard, primary mortgage or other insurance and any escrow,

reserve or comparable accounts related to the Mortgage Loans, subject, in the

case of any Mortgage Loan that is part of a Loan Combination, to the rights of

the holder(s) of any other mortgage loan(s) in the related Loan Combination in

such proceeds and reserve or comparable accounts, and further subject to the

understanding that the Seller will sell certain servicing rights to the

applicable Master Servicer pursuant to that certain Servicing Rights Purchase

Agreement, dated as of the Closing Date, between such Master Servicer and the

Seller, and may require that a particular primary servicer remain in place with

respect to any or all of the Mortgage Loans.

(b) The Purchaser or its assignee shall be entitled to receive all

scheduled payments of principal and interest due after the Cut-off Date, and all

other recoveries of principal and interest collected after the Cut-off Date

(other than in respect of principal and interest on the

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Mortgage Loans due on or before the Cut-off Date). All scheduled payments of

principal and interest due on or before the Cut-off Date but collected after the

Cut-off Date, and recoveries of principal and interest collected on or before

the Cut-off Date (only in respect of principal and interest on the Mortgage

Loans due on or before the Cut-off Date and principal prepayments thereon),

shall belong to, and shall be promptly remitted to, the Seller.

(c) No later than the Closing Date, the Seller shall, on behalf of the

Purchaser, deliver or cause to be delivered to the Trustee (with a copy to the

applicable Master Servicer and the Special Servicer within ten (10) Business

Days after the Closing Date) the documents and instruments specified below under

clauses (i), (ii), (vii), (ix)(A) and (xi)(D) and shall, not later than the date

that is 30 days after the Closing Date, deliver or cause to be delivered to the

Trustee (with a copy to the applicable Master Servicer) the remaining documents

and instruments specified below, in each case with respect to each Mortgage Loan

that is a Serviced Trust Mortgage Loan (the documents and instruments specified

below, collectively, the "Mortgage File"). The Mortgage File for each Serviced

Trust Mortgage Loan shall contain the following documents:

(i) either (A) in the case of any Serviced Trust Mortgage Loan

(including any A-Note Trust Mortgage Loan), the original executed Mortgage

Note including any power of attorney related to the execution thereof,

together with any and all intervening endorsements thereon, endorsed on its

face or by allonge attached thereto (without recourse, representation or

warranty, express or implied) to the order of "Wells Fargo Bank, National

Association., as trustee for the registered holders of Citigroup Commercial

Mortgage Trust 2006-C5, Commercial Mortgage Pass-Through Certificates,

Series 2006-C5", or in blank (or a lost note affidavit and indemnity with a

copy of such Mortgage Note attached thereto) or (B) in the case of any

B-Note Non-Trust Mortgage Loan, a copy of the executed Mortgage Note;

(ii) an original or a copy of the Mortgage, together with any and

all intervening assignments thereof, in each case (unless not yet returned

by the applicable recording office) with evidence of recording indicated

thereon or certified by the applicable recording office;

(iii) an original or a copy of any related Assignment of Leases

(if such item is a document separate from the Mortgage), together with any

and all intervening assignments thereof, in each case (unless not yet

returned by the applicable recording office) with evidence of recording

indicated thereon or certified by the applicable recording office;

(iv) an original executed assignment, in recordable form (except

for any missing recording information and, if delivered in blank, the name

of the assignee), of (A) the Mortgage, (B) any related Assignment of Leases

(if such item is a document separate from the Mortgage) and (C) any other

recorded document relating to the subject Mortgage Loan otherwise included

in the Mortgage File, in favor of "Wells Fargo Bank, National Association,

as trustee for the registered holders of Citigroup Commercial Mortgage

Trust 2006-C5, Commercial Mortgage Pass-Through Certificates, Series

2006-

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C5" (and, in the case of an A/B Loan Combination, also on behalf of the

related B-Noteholder(s)), or in blank;

(v) an original assignment of all unrecorded documents relating

to the Trust Mortgage Loan (to the extent not already assigned pursuant to

clause (iii) above), in favor of "Wells Fargo Bank, National Association,

as trustee for the registered holders of Citigroup Commercial Mortgage

Trust 2006-C5, Commercial Mortgage Pass-Through Certificates, Series

2006-C5" (and, in the case of an A/B Loan Combination, also on behalf of

the related B-Noteholder(s)), or in blank;

(vi) originals or copies of any consolidation, assumption,

substitution and modification agreements in those instances where the terms

or provisions of the Mortgage or Mortgage Note have been consolidated or

modified or the subject Mortgage Loan has been assumed or consolidated;

(vii) the original or a copy of the policy or certificate of

lender's title insurance or, if such policy has not been issued or located,

an original or copy of an irrevocable, binding commitment (which may be a

pro forma policy or specimen version of, or a marked commitment for, the

policy that has been executed by an authorized representative of the title

company or an agreement to provide the same pursuant to binding escrow

instructions executed by an authorized representative of the title company)

to issue such title insurance policy;

(viii) any filed copies (bearing evidence of filing) or other

evidence of filing reasonably satisfactory to the Purchaser of any prior

UCC Financing Statements in favor of the originator of the subject Mortgage

Loan or in favor of any assignee prior to the Trustee (but only to the

extent the Seller had possession of such UCC Financing Statements when it

was to deliver the subject Mortgage File on or prior to the Closing Date),

unless not yet returned by the applicable filing office; and, if there is

an effective UCC Financing Statement in favor of the Seller on record with

the applicable public office for UCC Financing Statements, an original UCC

Financing Statement assignment, in form suitable for filing in favor of

"Wells Fargo Bank, National Association, as trustee for the registered

holders of Citigroup Commercial Mortgage Trust 2006-C5, Commercial Mortgage

Pass-Through Certificates, Series 2006-C5" (and, in the case of any A/B

Loan Combination, also on behalf of the related B-Noteholder(s)), as

assignee, or in blank;

(ix) an original or a copy of any (A) Ground Lease and ground

lessor estoppel, (B) loan guaranty or indemnity, (C) lender's environmental

insurance policy or (D) lease enhancement policy;

(x) any intercreditor, co-lender or similar agreement relating to

permitted debt of the Mortgagor; and

(xi) copies of any (A) loan agreement, (B) escrow agreement, (C)

security agreement or (D) letter of credit relating to a Trust Mortgage

Loan (with the original of any such letter of credit to be delivered to the

applicable Master Servicer).

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With respect to the Crossed Loans constituting a Crossed Group, the

existence of any document required to be in the Mortgage File of any Crossed

Loan in such Crossed Group shall be sufficient to satisfy the requirements of

this Agreement for delivery of such document as a part of the Mortgage File of

each of the other Crossed Loans in such Crossed Group.

References in this Agreement to "Document Defect" mean that any

document constituting part of the Mortgage File for any Mortgage Loan has not

been properly executed, is missing (beyond the time period required for its

delivery hereunder), contains information that does not conform in any material

respect with the corresponding information set forth in the Mortgage Loan

Schedule or does not appear regular on its face.

(d) The Seller shall take all actions reasonably necessary to permit

the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the

Pooling and Servicing Agreement, including bearing the out-of-pocket costs and

expenses of the Trustee in connection with the performance by the Trustee of its

recording, filing and delivery obligations pursuant to Section 2.01(d) of the

Pooling and Servicing Agreement.

(e) The Seller shall deliver or cause to be delivered to the

applicable Master Servicer or such Master Servicer's designee: (i) within ten

(10) days after the Closing Date, all documents and records in the Seller's

possession (except draft documents, attorney-client privileged communications

and internal correspondence, credit underwriting or due diligence analyses,

credit committee briefs or memoranda or other internal approval documents or

data or internal worksheets, memoranda, communications or evaluations and other

underwriting analysis of the Seller) relating to, and necessary for the

servicing and administration of, each Mortgage Loan and that are not required to

be part of the Mortgage File in accordance with the definition thereof

(including, without limitation, any original letters of credit relating to any

Mortgage Loan); and (ii) within two (2) Business Days after the Closing Date,

any and all escrow amounts and reserve amounts in the Seller's possession or

under its control that relate to the Mortgage Loans.

(f) The Seller shall take such actions as are reasonably necessary to

assign or otherwise grant to the Trust Fund the benefit of any letters of credit

in the name of the Seller which secure any Mortgage Loan. Without limiting the

generality of the foregoing, if a draw upon a letter of credit is required

before its transfer to the Trust Fund can be completed, the Seller shall draw

upon such letter of credit for the benefit of the Trust pursuant to written

instructions from the applicable Master Servicer.

(g) After the Seller's transfer of the Mortgage Loans to or at the

direction of the Purchaser, the Seller shall not take any action to suggest that

the Purchaser is not the legal owner of the Mortgage Loans.

SECTION 3. Representations, Warranties and Covenants of Seller.

(a) The Seller hereby represents and warrants to and covenants with

the Purchaser, as of the date hereof, that:

(i) The Seller is a corporation organized and validly existing

and in good standing under the laws of the State of New York and possesses

all requisite

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authority, power, licenses, permits and franchises to carry on its business

as currently conducted by it and to execute, deliver and comply with its

obligations under the terms of this Agreement;

(ii) This Agreement has been duly and validly authorized,

executed and delivered by the Seller and, assuming due authorization,

execution and delivery hereof by the Purchaser, constitutes a legal, valid

and binding obligation of the Seller, enforceable against the Seller in

accordance with its terms, except as such enforcement may be limited by

bankruptcy, insolvency, reorganization, receivership, moratorium and other

laws affecting the enforcement of creditors' rights in general and by

general equity principles (regardless of whether such enforcement is

considered in a proceeding in equity or at law), and by public policy

considerations underlying the securities laws, to the extent that such

public policy considerations limit the enforceability of the provisions of

this Agreement which purport to provide indemnification from liabilities

under applicable securities laws;

(iii) The execution and delivery of this Agreement by the Seller

and the Seller's performance and compliance with the terms of this

Agreement will not (A) violate the Seller's organizational documents, (B)

violate any law or regulation or any administrative decree or order to

which it is subject or (C) constitute a material default (or an event

which, with notice or lapse of time, or both, would constitute a material

default) under, or result in the breach of, any material contract,

agreement or other instrument to which the Seller is a party or by which

the Seller is bound, which violation, default or breach, in the case of

either clause (iii)(B) or (iii)(C) might have consequences that would, in

the Seller's reasonable and good faith judgment, materially and adversely

affect the financial condition or the operations of the Seller or its

properties (taken as a whole) or have consequences that would materially

and adversely affect its performance hereunder;

(iv) The Seller is not in default with respect to any order or

decree of any court or any order, regulation or demand of any federal,

state, municipal or other governmental agency or body, which default might

have consequences that would, in the Seller's reasonable and good faith

judgment, materially and adversely affect the financial condition or the

operations of the Seller or its properties (taken as a whole) or have

consequences that would materially and adversely affect its performance

hereunder;

(v) The Seller is not a party to or bound by any agreement or

instrument or subject to any other corporate restriction or any judgment,

order, writ, injunction, decree, law or regulation that would, in the

Seller's reasonable and good faith judgment, materially and adversely

affect the ability of the Seller to perform its obligations under this

Agreement or that requires the consent of any third person to the execution

of this Agreement or the performance by the Seller of its obligations under

this Agreement (except to the extent such consent has been obtained);

(vi) No consent, approval, authorization or order of any court or

governmental agency or body is required for the execution, delivery and

performance by the Seller of, or compliance by the Seller with, this

Agreement or the consummation of

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the transactions involving the Seller contemplated by this Agreement except

as have previously been obtained, and no bulk sale law applies to such

transactions;

(vii) No litigation is pending or, to the Seller's knowledge,

threatened against the Seller that would, in the Seller's good faith and

reasonable judgment, prohibit its entering into this Agreement or

materially and adversely affect the performance by the Seller of its

obligations under this Agreement; and

(viii) For purposes of accounting under generally accepted

accounting principles ("GAAP"), and for federal income tax purposes, the

Seller will report the transfer of the Mortgage Loans to the Purchaser as a

sale of the Mortgage Loans to the Purchaser in exchange for consideration

contemplated by this Agreement. The consideration received by the Seller

upon the sale of the Mortgage Loans to the Purchaser will constitute at

least reasonably equivalent value and fair consideration for the Mortgage

Loans. The Seller will be solvent at all relevant times prior to, and will

not be rendered insolvent by, the sale of the Mortgage Loans to the

Purchaser. The Seller is not transferring the Mortgage Loans to the

Purchaser with any intent to hinder, delay or defraud any of the creditors

of the Seller or on account of an antecedent debt.

(b) The Seller hereby makes, on the date hereof and on the Closing

Date, the representations and warranties contained in Schedule I and Schedule II

hereto with respect to each Mortgage Loan, for the benefit of the Purchaser,

which representations and warranties are subject to the exceptions set forth on

Schedules III and IV. References in this Agreement to "Breach" mean a breach of

any such representations and warranties made pursuant to this Section 3(b) with

respect to any Mortgage Loan.

(c) If the Seller receives, pursuant to Section 2.03(a) of the Pooling

and Servicing Agreement, written notice of a Document Defect or a Breach

relating to a Mortgage Loan, and if such Document Defect or Breach shall

materially and adversely affect the value of the applicable Mortgage Loan or the

interests of the Certificateholders therein, then the Seller shall, not later

than ninety (90) days from receipt of such notice (or, in the case of a Document

Defect or Breach relating to a Mortgage Loan not being a "qualified mortgage"

within the meaning of the REMIC Provisions (a "Qualified Mortgage"), not later

than ninety (90) days from any party to the Pooling and Servicing Agreement

discovering such Document Defect or Breach, provided the Seller receives such

notice in a timely manner), cure such Document Defect or Breach, as the case may

be, in all material respects, or, if such Document Defect or Breach (other than

omissions solely due to a document not having been returned by the related

recording office) cannot be cured within such 90-day period, (i) repurchase the

affected Mortgage Loan at the applicable Purchase Price not later than the end

of such 90-day period, or (ii) substitute a Qualified Substitute Mortgage Loan

for such affected Mortgage Loan not later than the end of such 90-day period

(and in no event later than the second anniversary of the Closing Date) and pay

the applicable Master Servicer for deposit into its Collection Account, any

Substitution Shortfall Amount in connection therewith; provided that, if a

Document Defect or Breach is capable of being cured but not within such 90-day

period and the Seller has commenced and is diligently proceeding with the cure

of such Document Defect or Breach within such 90-day period, then unless such

Document Defect or Breach would cause the Mortgage Loan not to be a Qualified

Mortgage, such Seller shall have an additional 90 days to complete such cure

(or,

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failing such cure, to repurchase or substitute for the related Mortgage Loan);

and provided, further, that with respect to such additional 90-day period the

Seller shall have delivered an officer's certificate to the Trustee setting

forth what actions the Seller is pursuing in connection with the cure thereof

and stating that the Seller anticipates that such Document Defect or Breach will

be cured within the additional 90-day period; and provided, further, that if the

cure of any Document Defect or Breach would require an expenditure on the part

of the Seller in excess of $10,000, then the Seller may, at its option, within

the time period provided above, elect to purchase or replace the affected

Mortgage Loan in accordance with this Section 3 without attempting to cure such

Document Defect that, to the Seller's knowledge, existed as of the Closing Date,

or Breach, as the case may be. For a period of two years from the Closing Date,

so long as there remains any Mortgage File relating to a Mortgage Loan as to

which there is an uncured Document Defect that shall materially and adversely

affect the value of the applicable Mortgage Loan or the interests of the

Certificateholders therein, the Seller shall provide the officer's certificate

to the Trustee described above as to the reasons such Document Defect remains

uncured and as to the actions being taken to pursue cure.

No substitution of a Qualified Substitute Mortgage Loan or Qualified

Substitute Mortgage Loans may be made in any calendar month after the

Determination Date in such month. Periodic Payments due with respect to any

Qualified Substitute Mortgage Loan after the related due date in the month of

substitution shall be part of the Trust Fund, and Periodic Payments received

with respect to the replaced Mortgage Loan or a repurchased Mortgage Loan after

the related date of substitution or repurchase, as the case may be, shall belong

to the Seller. Periodic Payments due with respect to any Qualified Substitute

Mortgage Loan on or prior to the related due date in the month of substitution

shall not be part of the Trust Fund and shall be remitted to the Seller promptly

following receipt, and Periodic Payments received with respect to the replaced

Mortgage Loan or a repurchased Mortgage Loan up to and including the related

date of substitution or repurchase, as the case may be, shall belong to the

Trust Fund.

(d) If (i) any Mortgage Loan is required to be repurchased or

substituted for in the manner described above, (ii) such Mortgage Loan is a

Crossed Loan, and (iii) the applicable Document Defect or Breach does not

constitute a Document Defect or Breach, as the case may be, as to any other

Crossed Loan in such Crossed Group (without regard to this paragraph), then the

applicable Document Defect or Breach, as the case may be, will be deemed to

constitute a Document Defect or Breach, as the case may be, as to each other

Crossed Loan in the Crossed Group for purposes of this paragraph, and the Seller

will be required to repurchase or substitute for the remaining Crossed Loan(s)

in the related Crossed Group as provided in the immediately preceding paragraph

unless: (x) such other Crossed Loans in such Crossed Group satisfy the Crossed

Loan Repurchase Criteria; (y) the Seller (at its expense) shall have furnished

the Trustee with an Opinion of Counsel to the effect that the repurchase of or

substitution for the affected Crossed Loan only, including, without limitation,

any modification required with respect to such repurchase or substitution, shall

not cause an Adverse REMIC Event; and (z) the repurchase of or substitution for

the affected Crossed Loan only shall satisfy all other criteria for repurchase

or substitution, as applicable, of Mortgage Loans set forth herein or in the

Pooling and Servicing Agreement. If the conditions set forth in clauses (x), (y)

and (z) of the prior sentence are satisfied, the Seller may elect either to

repurchase or substitute for only the affected Crossed Loan as to which the

related Document Defect or Breach exists or to repurchase or substitute for all

of the Crossed Loans in the related Crossed Group. The Seller shall be

responsible for the

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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 has been approved by the Seller

(such approval not to be unreasonably withheld). To the extent that the Seller

is required to purchase or substitute for a Crossed Loan hereunder in the manner

prescribed above while the Purchaser continues to hold any other Crossed Loans

in such Crossed Group, neither the Seller nor the Purchaser shall enforce any

remedies against the other's Primary Collateral, but each is permitted to

exercise remedies against the Primary Collateral securing its respective Crossed

Loans, including, with respect to the Purchaser, the Primary Collateral securing

the Crossed Loans still held by the Purchaser, so long as such exercise does not

materially impair the ability of the other party to exercise its remedies

against its Primary Collateral.

If the exercise of remedies by one party would materially impair the

ability of the other party to exercise its remedies with respect to the Primary

Collateral securing the Crossed Loans held by such party, then the Seller and

the Purchaser shall forbear from exercising such remedies until the Mortgage

Loan documents evidencing and securing the relevant Crossed Loans can be

modified in a manner that complies with this Agreement to remove the threat of

material impairment as a result of the exercise of remedies or some other

accommodation can be reached. Any reserve or other cash collateral or letters of

credit securing the Crossed Loans shall be allocated between such Crossed Loans

in accordance with the Mortgage Loan documents or, if not specified in the

related Mortgage Loan documents, on a pro rata basis based upon their

outstanding Stated Principal Balances. Notwithstanding the foregoing, if a

Crossed Loan included in the Trust Fund is modified to terminate the related

cross-collateralization and/or cross-default provisions, as a condition to such

modification, the Seller shall furnish to the Trustee an Opinion of Counsel that

such modification shall not cause an Adverse REMIC Event. Any expenses incurred

by the Purchaser in connection with such modification or accommodation

(including but not limited to recoverable attorney fees) shall be paid by the

Seller.

Notwithstanding any of the foregoing provisions of this Section 3(d),

if there is a Document Defect or Breach (which Document Defect or Breach shall

materially and adversely affect the value of the related Mortgage Loan or the

interests of the Certificateholders therein) with respect to one or more

Mortgaged Properties with respect to a Mortgage Loan, the Seller shall not be

obligated to repurchase or replace the Mortgage Loan if (i) the affected

Mortgaged Property(ies) may be released pursuant to the terms of any partial

release provisions in the related Mortgage Loan documents (and such Mortgaged

Property(ies) are, in fact, released) and, to the extent not covered by the

applicable release price (if any) required under the related Mortgage Loan

documents, the Seller pays (or causes to be paid) any additional amounts

necessary to cover all reasonable out-of-pocket expenses reasonably incurred by

the applicable Master Servicer, the Special Servicer, the Trustee, the

Certificate Administrator or the Trust Fund in connection with such release,

(ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set

forth in the related Mortgage Loan documents and the Seller provides an opinion

of counsel to the effect that such release would not cause any REMIC created

under the Pooling and Servicing Agreement to fail to qualify as a REMIC under

the Code or result in the imposition of any tax on "prohibited transactions" or

"contributions" after the Startup Day under the REMIC Provisions and (iii) the

Seller obtains from each Rating Agency then rating the Certificates and delivers

to the Trustee and the applicable Master Servicer written confirmation

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that such release would not cause the then-current ratings of the Certificates

rated by it to be qualified, downgraded or withdrawn.

(e) In connection with any permitted repurchase or substitution of one

or more Mortgage Loans contemplated hereby, upon receipt of a certificate from a

Servicing Officer certifying as to the receipt of the Purchase Price or

Substitution Shortfall Amount(s), as applicable, in the Collection Account

maintained by the applicable Master Servicer, and the delivery of the Mortgage

File(s) and the Servicing File(s) for the related Qualified Substitute Mortgage

Loan(s) to the Trustee and the applicable Master Servicer, respectively, if

applicable, (i) the Trustee shall execute and deliver such endorsements and

assignments as are provided to it by the applicable Master Servicer or the

Seller, in each case without recourse, representation or warranty, as shall be

necessary to vest in the Seller, the legal and beneficial ownership of each

repurchased Mortgage Loan or replaced Mortgage Loan, as applicable, (ii) the

Trustee, the applicable Master Servicer and the Special Servicer shall each

tender to the Seller, upon delivery to each of them of a receipt executed by the

Seller, all portions of the Mortgage File and other documents pertaining to such

Mortgage Loan possessed by it, and (iii) the applicable Master Servicer and the

Special Servicer shall release to the Seller any Escrow Payments and Reserve

Funds held by it in respect of such repurchased or replaced Mortgage Loans.

(f) This Section 3 provides the sole remedy available to the

Certificateholders or the Trustee on behalf of the Certificateholders,

respecting any Document Defect or Breach and the Purchaser acknowledges and

agrees that the representations and warranties made herein by the Seller

pursuant to Section 3(b) are solely for risk allocation purposes.

SECTION 4. Representations and Warranties of the Purchaser. In order

to induce the Seller to enter into this Agreement, the Purchaser hereby

represents and warrants for the benefit of the Seller as of the date hereof

that:

(a) The Purchaser is a corporation duly organized, validly existing

and in good standing under the laws of the State of Delaware. The Purchaser has

the full corporate power and authority and legal right to acquire the Mortgage

Loans from the Seller and to transfer the Mortgage Loans to the Trustee.

(b) This Agreement has been duly and validly authorized, executed and

delivered by the Purchaser, all requisite action by the Purchaser's directors

and officers has been taken in connection therewith, and (assuming the due

authorization, execution and delivery hereof by the Seller) this Agreement

constitutes the valid, legal and binding agreement of the Purchaser, enforceable

against the Purchaser in accordance with its terms, except as such enforcement

may be limited by (i) laws relating to bankruptcy, insolvency, reorganization,

receivership or moratorium, (ii) other laws relating to or affecting the rights

of creditors generally, or (iii) general equity principles (regardless of

whether such enforcement is considered in a proceeding in equity or at law).

(c) The Purchaser is not a party to or bound by any agreement or

instrument or subject to any other corporate restriction or any judgment, order,

writ, injunction, decree, law or regulation that would, in the Purchaser's

reasonable and good faith judgment, materially and adversely affect the ability

of the Purchaser to perform its obligations under this Agreement or

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that requires the consent of any third person to the execution of this Agreement

or the performance by the Purchaser of its obligations under this Agreement

(except to the extent such consent has been obtained).

(d) No consent, approval, authorization or order of any court or

governmental agency or body is required for the execution, delivery and

performance by such Purchaser of, or compliance by such Purchaser with, this

Agreement or the consummation of the transactions of such contemplated by this

Agreement, except for any consent, approval, authorization or order which has

been obtained prior to the actual performance by such Purchaser of its

obligations under this Agreement, or which, if not obtained would not have a

materially adverse effect on the ability of such Purchaser to perform its

obligations hereunder.

(e) None of the acquisition of the Mortgage Loans by the Purchaser,

the transfer of the Mortgage Loans to the Trustee, and the execution, delivery

or performance of this Agreement by the Purchaser, results or will result in the

creation or imposition of any lien on any of the Purchaser's assets or property,

or conflicts or will conflict with, results or will result in a breach of, or

constitutes or will constitute a default under (i) any term or provision of the

Purchaser's articles of association or bylaws, (ii) any term or provision of any

material agreement, contract, instrument or indenture, to which the Purchaser is

a party or by which the Purchaser is bound, or (iii) any law, rule, regulation,

order, judgment, writ, injunction or decree of any court or governmental

authority having jurisdiction over the Purchaser or its assets, which default

might have consequences that would, in the Purchaser's reasonable and good faith

judgment, materially and adversely affect the condition (financial or other) or

operations of the Purchaser or its properties or have consequences that would

materially and adversely affect its performance hereunder.

(f) Under GAAP and for federal income tax purposes, the Purchaser will

report the transfer of the Mortgage Loans by the Seller to the Purchaser as a

sale of the Mortgage Loans to the Purchaser in exchange for the consideration

contemplated by this Agreement.

(g) There is no action, suit, proceeding or investigation pending or

to the knowledge of the Purchaser, threatened against the Purchaser in any court

or by or before any other governmental agency or instrumentality which would, in

the Purchaser's reasonable and good faith judgment, materially and adversely

affect the validity of this Agreement or any action taken in connection with the

obligations of the Purchaser contemplated herein, or which would be likely to

impair materially the ability of the Purchaser to enter into and/or perform

under the terms of this Agreement.

(h) The Purchaser is not in default with respect to any order or

decree of any court or any order, regulation or demand of any federal, state,

municipal or governmental agency, which default might have consequences that

would materially and adversely affect the condition (financial or other) or

operations of the Purchaser or its properties or might have consequences that

would materially and adversely affect its performance hereunder.

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SECTION 5. Closing. The closing of the sale of the Mortgage Loans (the

"Closing") shall be held at the offices of Sidley Austin LLP, New York, New York

on the Closing Date.

The Closing shall be subject to each of the following conditions:

(a) All of the representations and warranties of the Seller set forth

in or made pursuant to Section 3(a) and Section 3(b) of this Agreement and all

of the representations and warranties of the Purchaser set forth in Section 4 of

this Agreement shall be true and correct in all material respects as of the

Closing Date;

(b) The Pooling and Servicing Agreement (to the extent it affects the

obligations of the Seller hereunder) and all documents specified in Section 6 of

this Agreement (the "Closing Documents"), in such forms as are agreed upon and

acceptable to CCMSI, the Seller, the Dealers and their respective counsel in

their reasonable discretion, shall be duly executed and delivered by all

signatories as required pursuant to the respective terms thereof;

(c) The Seller or its designee shall have delivered and released to

the Trustee (or a Custodian on its behalf) and the applicable Master Servicer,

respectively, all documents represented to have been or required to be delivered

to the Trustee and such Master Servicer on or before the Closing Date pursuant

to Section 2 of this Agreement;

(d) All other terms and conditions of this Agreement required to be

complied with on or before the Closing Date shall have been complied with in all

material respects and the Seller and the Purchaser shall each have the ability

to comply with all terms and conditions and perform all duties and obligations

required to be complied with or performed after the Closing Date;

(e) The Seller shall have paid all fees and expenses payable by it to

CCMSI or otherwise pursuant to this Agreement as of the Closing Date; and

(f) Letters from an independent accounting firm reasonably acceptable

to CCMSI and the Seller in form satisfactory to CCMSI, relating to certain

information regarding the Mortgage Loans and Certificates as set forth in the

Prospectus, the Prospectus Supplement and other disclosure documents.

Both parties agree to use their best efforts to perform their

respective obligations hereunder in a manner that will enable the Purchaser to

purchase the Mortgage Loans on the Closing Date.

SECTION 6. Closing Documents. The Closing Documents shall consist of

the following:

(a) This Agreement, the Pooling and Servicing Agreement and the

Indemnification Agreement, in each case duly executed by all parties thereto;

(b) A certificate of the Seller, executed by the Seller and dated the

Closing Date, and upon which CCMSI and the Dealers may rely, to the effect that:

(i) the representations

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and warranties of the Seller in this Agreement and the Indemnification Agreement

are true and correct in all material respects at and as of the Closing Date with

the same effect as if made on such date, subject, in the case of the

representations and warranties made by the Seller pursuant to Section 3(b) of

this Agreement, to the exceptions to such representations and warranties set

forth in Schedules III and IV to this Agreement; and (ii) the Seller has, in all

material respects, complied with all the agreements and satisfied all the

conditions on its part that are required under this Agreement to be performed or

satisfied at or prior to the Closing Date;

(c) An officer's certificate from the Seller, dated the Closing Date,

and upon which CCMSI and the Dealers may rely, to the effect that each

individual who, as an officer or representative of the Seller, signed this

Agreement or any other document or certificate delivered on or before the

Closing Date in connection with the transactions contemplated herein, was at the

respective times of such signing and delivery, and is as of the Closing Date,

duly elected or appointed, qualified and acting as such officer or

representative, and the signatures of such persons appearing on such documents

and certificates are their genuine signatures;

(d) True and complete copies of the certificate of incorporation and

by-laws of the Seller (as certified to by the Secretary or an assistant

secretary of the Seller), and a certificate of good standing of the Seller

issued by the State of New York not earlier than thirty (30) days prior to the

Closing Date;

(e) A written opinion of counsel for the Seller (which opinion may be

from in-house counsel, outside counsel or a combination thereof), relating to

certain corporate and enforceability matters and reasonably satisfactory to the

Purchaser, its counsel and the Rating Agencies, dated the Closing Date and

addressed to CCMSI, the Trustee, the Certificate Administrator, the Dealers and

the Rating Agencies, together with such other written opinions as may be

required by the Rating Agencies;

(f) Such further certificates, opinions and documents as the Purchaser

may reasonably request prior to the sale of the Mortgage Loans by the Seller to

the Purchaser; and

(g) A written opinion of counsel for the Purchaser (which opinion may

be from in-house counsel, outside counsel, or a combination thereof, and may

include a reliance letter addressed to the Seller with respect to opinions given

to other parties) relating to certain corporate and enforceability matters and

reasonably satisfactory to the Seller and its counsel, dated the Closing Date

and addressed to the Seller.

SECTION 7. Costs. The Seller shall pay (or shall reimburse the

Purchaser to the extent that the Purchaser has paid) the Seller's pro rata

portion of the aggregate of the following amounts (the Seller's pro rata portion

to be determined according to the percentage that the Seller Mortgage Loan

Balance represents of the Cut-off Date Pool Balance, the exact amount of which

shall be as set forth in or determined pursuant to the memorandum of

understanding, to which the Seller and the Purchaser (or affiliates thereof) are

parties, with respect to the transactions contemplated by this Agreement): (i)

the costs and expenses of delivering the Pooling and Servicing Agreement and the

Certificates; (ii) the costs and expenses of printing (or otherwise reproducing)

and delivering a final Prospectus and Memorandum and other customary offering

materials relating to the Certificates; (iii) the initial fees, costs, and

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expenses of the Trustee and the Certificate Administrator (including reasonable

attorneys' fees) incurred in connection with the securitization of the Mortgage

Loans and the Other Mortgage Loans; (iv) the filing fee charged by the

Securities and Exchange Commission for registration of the Certificates so

registered; (v) the fees charged by the Rating Agencies to rate the Certificates

so rated; (vi) the fees and disbursements of a firm of certified public

accountants selected by the Purchaser and the Seller with respect to numerical

information in respect of the Mortgage Loans, the Other Mortgage Loans and the

Certificates included in the Prospectus, the Memorandum and other customary

offering materials, including the cost of obtaining any "comfort letters" with

respect to such items; (vii) the reasonable out-of-pocket costs and expenses in

connection with the qualification or exemption of the Certificates under state

securities or "Blue Sky" laws, including filing fees and reasonable fees and

disbursements of counsel in connection therewith, in connection with the

preparation of any "Blue Sky" survey and in connection with any determination of

the eligibility of the Certificates for investment by institutional investors

and the preparation of any legal investment survey; (viii) the expenses of

printing any such "Blue Sky" survey and legal investment survey; and (ix) the

reasonable fees and disbursements of counsel to the Dealers. All other costs and

expenses in connection with the transactions contemplated hereunder shall be

borne by the party incurring such expense.

SECTION 8. Grant of a Security Interest. It is the express intent of

the parties hereto that the conveyance of the Mortgage Loans by the Seller to

the Purchaser as provided in Section 2 hereof be, and be construed as, a sale of

the Mortgage Loans by the Seller to the Purchaser and not as a pledge of the

Mortgage Loans by the Seller to the Purchaser to secure a debt or other

obligation of the Seller. However, if, notwithstanding the aforementioned intent

of the parties, the Mortgage Loans are held to be property of the Seller, then,

(a) it is the express intent of the parties that such conveyance be deemed a

pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or

other obligation of the Seller, and (b) (i) this Agreement shall also be deemed

to be a security agreement within the meaning of Article 9 of the Uniform

Commercial Code of the applicable jurisdiction; (ii) the conveyance provided for

in Section 2 hereof shall be deemed to be a grant by the Seller to the Purchaser

of a security interest in all of the Seller's right, title and interest in and

to the Mortgage Loans, and all amounts payable to the holder of the Mortgage

Loans in accordance with the terms thereof, and all proceeds of the conversion,

voluntary or involuntary, of the foregoing into cash, instruments, securities or

other property, including, without limitation, all amounts, other than

investment earnings, from time to time held or invested in the Collection

Accounts, the Distribution Account or, if established, the REO Accounts (each as

defined in the Pooling and Servicing Agreement) whether in the form of cash,

instruments, securities or other property; (iii) the assignment to the Trustee

of the interest of the Purchaser in and to the Mortgage Loans pursuant to the

Pooling and Servicing Agreement, as contemplated by Section 1 hereof shall be

deemed to be an assignment of any security interest created hereunder; (iv) the

possession by the Trustee or any of its agents, including, without limitation,

the Custodian, of the Mortgage Notes, and such other items of property as

constitute instruments, money, negotiable documents or chattel paper shall be

deemed to be possession by the secured party for purposes of perfecting the

security interest pursuant to Section 9-313 of the Uniform Commercial Code of

the applicable jurisdiction; and (v) notifications to persons (other than the

Trustee) holding such property, and acknowledgments, receipts or confirmations

from persons (other than the Trustee) holding such property, shall be deemed

notifications to, or acknowledgments, receipts or confirmations from, securities

intermediaries, bailees or agents (as applicable) of the secured party for the

purpose of

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perfecting such security interest under applicable law. The Seller and the

Purchaser 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, such security interest would be deemed

to be a perfected security interest of first priority under applicable law and

will be maintained as such throughout the term of this Agreement and the Pooling

and Servicing Agreement, and in connection therewith the Seller authorizes the

Purchaser to file any and all appropriate Uniform Commercial Code financing

statements.

SECTION 9. Notices. All notices, copies, requests, consents, demands

and other communications in connection herewith shall be in writing and

telecopied or delivered to the intended recipient at the "Address for Notices"

specified for such party on Exhibit A hereto or, as to either party, at such

other address as shall be designated by such party in a notice hereunder to the

other party. Except as otherwise provided in this Agreement, all such

communications shall be deemed to have been duly given when transmitted by

telecopier or personally delivered or, in the case of a mailed notice, upon

receipt, in each case given or addressed as aforesaid.

SECTION 10. Representations, Warranties and Agreements to Survive

Delivery. All representations, warranties and agreements contained in this

Agreement, incorporated herein by reference or contained in the certificates of

officers of the Seller submitted pursuant hereto, shall remain operative and in

full force and effect and shall survive delivery of the Mortgage Loans by the

Seller to the Purchaser (and by the Purchaser to the Trustee).

SECTION 11. Severability of Provisions. Any part, provision,

representation, warranty or covenant of this Agreement that is prohibited or

which is held to be void or unenforceable shall be ineffective to the extent of

such prohibition or unenforceability without invalidating the remaining

provisions hereof. Any part, provision, representation, warranty or covenant of

this Agreement that is prohibited or unenforceable or is held to be void or

unenforceable in any particular jurisdiction shall, as to such jurisdiction, be

ineffective to the extent of such prohibition or unenforceability without

invalidating the remaining provisions hereof, and any such prohibition or

unenforceability in any particular jurisdiction shall not invalidate or render

unenforceable such provision in any other jurisdiction. To the extent permitted

by applicable law, the parties hereto waive any provision of law which prohibits

or renders void or unenforceable any provision hereof.

SECTION 12. Counterparts. This Agreement may be executed in any number

of counterparts, each of which shall be an original, but which together shall

constitute one and the same agreement.

SECTION 13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES,

OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED IN

ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF NEW YORK. THE PARTIES HERETO

INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS

LAW SHALL APPLY TO THIS AGREEMENT.

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SECTION 14. Attorneys' Fees. If any legal action, suit or proceeding

is commenced between the Seller and the Purchaser regarding their respective

rights and obligations under this Agreement, the prevailing party shall be

entitled to recover, in addition to damages or other relief, costs and expenses,

attorneys' fees and court costs (including, without limitation, expert witness

fees). As used herein, the term "prevailing party" shall mean the party which

obtains the principal relief it has sought, whether by compromise settlement or

judgment. If the party which commenced or instituted the action, suit or

proceeding shall dismiss or discontinue it without the concurrence of the other

party, such other party shall be deemed the prevailing party.

SECTION 15. Further Assurances. The Seller and the Purchaser agree to

execute and deliver such instruments and take such further actions as the other

party may, from time to time, reasonably request in order to effectuate the

purposes and to carry out the terms of this Agreement.

SECTION 16. Successors and Assigns. The ri