MORTGAGE LOAN PURCHASE AGREEMENT

                                                                    Exhibit 99.4

                        MORTGAGE LOAN PURCHASE AGREEMENT

            Pursuant to this Mortgage Loan Purchase Agreement dated as of
December 1, 2006 (the "Agreement"), between Artesia Mortgage Capital Corporation
(together with its successors and permitted assigns hereunder, the "Seller") and
CWCapital Commercial Funding Corp. (together with its successors and permitted
assigns hereunder, the "Purchaser"), the Seller intends to sell and the
Purchaser intends to purchase certain multifamily and commercial mortgage loans
(collectively, the "Mortgage Loans"), as identified on the schedule annexed
hereto as Exhibit A (the "Mortgage Loan Schedule").

            The Purchaser intends to deposit the Mortgage Loans, together with
other assets, 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") to be identified as the CWCapital
Commercial Funding Corp., COBALT CMBS Commercial Mortgage Trust 2006-C1,
Commercial Mortgage Pass-Through Certificates, Series 2006-C1. One or more "real
estate mortgage investment conduit" ("REMIC") elections will be made with
respect to the Trust Fund. The Certificates will be issued pursuant to a Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), to be dated as
of December 1, 2006, among the Purchaser, as depositor, Wachovia Bank, National
Association, as master servicer (the "Master Servicer"), CWCapital Asset
Management LLC, as special servicer (the "Special Servicer"), and Wells Fargo
Bank, N.A., as trustee (the "Trustee"). Capitalized terms used but not defined
herein have the respective meanings set forth in the Pooling and Servicing
Agreement, as in effect on the Closing Date.

            The Purchaser has entered into an Underwriting Agreement (the
"Underwriting Agreement"), dated as of December 6, 2006, with Wachovia Capital
Markets, LLC ("Wachovia"), Citigroup Global Markets Inc. ("Citi") and Deutsche
Bank Securities Inc. ("Deutsche" and, together with Wachovia and Citi, in such
capacity, the "Underwriters"), whereby the Purchaser will sell to the
Underwriters all of the Certificates that are to be registered under the
Securities Act of 1933, as amended (the "Securities Act"). The Purchaser has
also entered into a Certificate Purchase Agreement (the "Certificate Purchase
Agreement"), dated as of December 6, 2006, with Wachovia, Citi and Deutsche
(collectively, in such capacity, the "Initial Purchasers"), whereby the
Purchaser will sell to the Initial Purchasers all of the remaining Certificates
(other than the Residual Interest Certificates).

            In connection with the transactions contemplated hereby, the Seller,
the Purchaser, the Underwriters and the Initial Purchasers have entered into an
Indemnification Agreement (the "Indemnification Agreement"), dated as of the
date hereof.

            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 accepted by the Purchaser pursuant to the terms hereof. The
Mortgage Loans will have an aggregate principal balance of $280,939,029 (the
"Artesia Mortgage Loan Balance") as of the close of business on, with respect to
each Mortgage Loan, its Due Date in December 2006 (each such date, the
applicable "Cut-off Date"), after giving effect to any and all payments of
principal due thereon on or before such date, whether or not received. The
purchase and sale of the Mortgage Loans shall take place on December 21, 2006,
or such other date as shall be mutually acceptable to the parties hereto (the
"Closing Date"). The consideration (the "Aggregate Purchase Price") for the
Mortgage Loans shall consist of (i) a cash amount equal to 104,39851% of the
Artesia Mortgage Loan Balance, plus (ii) $883,817, which amount represents the
amount of interest accrued on the Artesia Mortgage Loan Balance at the related
Net Mortgage Rate for the period from and including the Cut-off Date up to but
not including the Closing Date but does not include any deduction for any fees
and/or expenses incurred in connection with this transaction. The Aggregate
Purchase Price shall be paid to the Seller or its designee by wire transfer in
immediately available funds (or by such other method as shall be mutually
acceptable to the parties hereto) on the Closing Date.

            SECTION 2. Conveyance of Mortgage Loans.

            (a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof and satisfaction or waiver of the
conditions to closing set forth in Section 5 hereof, the Seller does hereby
sell, transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, 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, and the
Purchaser hereby assumes such Mortgage Loans. The Mortgage Loan Schedule, as it
may be amended, shall conform to the requirements set forth in this Agreement
and the Pooling and Servicing Agreement.

            (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 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 for each Mortgage Loan, but collected after such
date, shall belong to, and be promptly remitted to, the Seller.

            (c) On or before the Closing Date, the Seller shall, on behalf of
the initial Purchaser, deliver to and deposit with, or cause to be delivered to
and deposited with, the Trustee a Mortgage File for each Mortgage Loan in
accordance with the terms of, and conforming to the requirements set forth in,
the Pooling and Servicing Agreement. If the Seller cannot deliver or cause to be
delivered the documents and/or instruments referred to in clauses (a)(ii),
(a)(iii), (a)(vi) (if recorded) and (a)(viii) of the definition of "Mortgage
File" solely because of delay caused by the public recording or filing office
where such document or instrument has been delivered for recordation, the Seller
shall deliver to the Trustee a copy of the original, certified by the Seller to
be a true and complete copy of the original thereof submitted for recording or
filing. Concurrently with such delivery, the Seller shall deliver, or cause to
be delivered, to the Master Servicer and the Special Servicer copies of the
Mortgage Note, Mortgage(s) and any reserve and cash management agreements with
respect to each Mortgage Loan for which a Mortgage File is required to be
delivered to the Trustee.

            (d) For each Mortgage Loan for which a Mortgage File is required to
be delivered to the Trustee, the Seller shall take all actions reasonably
necessary (i) to permit the Trustee to fulfill its obligations pursuant to
Section 2.01(c) of the Pooling and Servicing Agreement and (ii) to perform its
obligations described in section 2.01(c) of the Poling and Servicing Agreement.
The Seller shall reimburse the Trustee for all reasonable costs and expenses, if
any, incurred by the Trustee for recording any documents referred to in clause
(a)(iv) of the definition of "Mortgage File" and each related UCC-2 and UCC-3
assignment referred to in clause (a)(viii) of the definition of "Mortgage File."
If any such document or instrument is lost or returned unrecorded or unfiled, as
the case may be, because of a defect therein, then the Seller shall prepare a
substitute therefor or cure such defect or cause such to be done, as the case
may be, and the Seller shall deliver such substitute or corrected document or
instrument to the Trustee (or, if the Mortgage Loan is then no longer subject to
the Pooling and Servicing Agreement, to the then holder of such Mortgage Loan).

            (e) The Seller shall deliver, or cause to be delivered, to the
Master Servicer within 10 business days after the Closing Date, all documents
and records that (i) relate to the servicing and administration of the Mortgaged
Loans, (ii) are reasonably necessary for the ongoing administration and/or
servicing of the Mortgaged Loans and (iii) are in possession or control of the
Seller, together with (x) all unapplied Escrow Payments and Reserve Funds in the
possession or under control of the Seller that relate to the Mortgaged Loans and
(y) a statement indicating which Escrow Payments and Reserve Funds are allocable
to such Mortgaged Loans), provided that the Seller shall not be required to
deliver any draft documents, privileged or other internal communications, credit
underwriting, due diligence analyses or data or internal worksheets, memoranda,
communications or evaluations.

            (f) After the Seller's transfer of the Mortgage Loans to the
Purchaser, as provided herein, the Seller shall not take any action inconsistent
with the Purchaser's ownership 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 the Seller is
expressly permitted to complete subsequent to the Closing Date, the Seller
shall, on or before the Closing Date, take all actions required under applicable
law to effectuate the transfer of the Mortgage Loans by the Seller to the
Purchaser.

            (g) The Seller shall provide, or cause to be provided, information
necessary for the Master Servicer to produce the initial data with respect to
each Mortgage Loan for the CMSA Financial File and the CMSA Loan Periodic Update
File that are required to be prepared by the Master Servicer pursuant to the
Pooling and Servicing Agreement.

            (h) The Seller shall instruct Wachovia Bank, National Association
(as Artesia's interim servicer) and Capmark Finance Inc. and Laureate Capital
LLC (each as Artesia's retained sub-servicer) to provide the Master Servicer
with the Supplemental Servicer Schedule.

            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 duly organized, validly existing and
      in good standing under the laws of the State of Delaware, is duly
      qualified as a foreign organization in good standing in all jurisdictions
      to the extent such qualification is necessary to hold and sell the
      Mortgage Loans or otherwise comply with its obligations under this
      Agreement, except where the failure to be so qualified would not have a
      material adverse effect on its ability to perform its obligations
      hereunder, and possesses all requisite authority and power 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 (A)
      bankruptcy, insolvency, reorganization, receivership, moratorium or other
      similar laws affecting the enforcement of creditors' rights in general,
      and (B) general equity principles (regardless of whether such enforcement
      is considered in a proceeding in equity or at law).

            (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 the
      Seller is subject or (C) constitute a default (or an event which, with
      notice or lapse of time, or both, would constitute a 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.

            (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 would
      reasonably be expected to have consequences that would, in the Seller's
      reasonable and good faith judgment, materially and adversely affect the
      condition (financial or other) or operations of the Seller or its
      properties or have consequences that would, in the Seller's reasonable and
      good faith judgment, 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 organizational document or 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 and delivery of this Agreement by the
      Seller or the performance by the Seller of its obligations under this
      Agreement.

             (vi) Except for the recordation and/or filing of assignments and
      other transfer documents with respect to the Mortgage Loans, as
      contemplated by Section 2(d), no consent, approval, authorization or order
      of, registration or filing with, or notice to, 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 the transactions contemplated by this Agreement; and no
      bulk sale law applies to such transactions.

            (vii) No litigation is pending or, to the best of 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.

            (viii) The Seller intends to treat the transfer of the Mortgage
       Loans to the Purchaser as a sale for accounting and tax purposes. In
      connection with the foregoing, the Seller shall cause all of its records
      to reflect such transfer as a sale (as opposed to a secured loan). 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 selling the
      Mortgage Loans to the Purchaser with any intent to hinder, delay or
      defraud any of the creditors of the Seller. After giving effect to its
      transfer of the Mortgage Loans to the Purchaser, as provided herein, the
      value of the Seller's assets, either taken at their present fair saleable
      value or at fair valuation, will exceed the amount of the Seller's debts
      and obligations, including contingent and unliquidated debts and
      obligations of the Seller, and the Seller will not be left with
      unreasonably small assets or capital with which to engage in and conduct
      its business. The Mortgage Loans do not constitute all or substantially
      all of the assets of the Seller. The 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.

            (ix) No proceedings looking toward liquidation, dissolution or
      bankruptcy of the Seller are pending or contemplated.

            (b) The Seller hereby makes, for the benefit of the Purchaser, with
respect to each Mortgage Loan, as of the Closing Date or as of such other date
expressly set forth therein, each of the representations and warranties set
forth on Exhibit B attached hereto, except as otherwise set forth on Exhibit C
attached hereto.

            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:

            (i) 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.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Purchaser and, assuming due authorization, execution
      and delivery hereof by the Seller, constitutes a legal, valid and binding
      obligation of the Purchaser, enforceable against the Purchaser in
      accordance with its terms, except as such enforcement may be limited by
      (A) bankruptcy, insolvency, reorganization, receivership, moratorium or
      other similar laws affecting the enforcement of creditors' rights in
      general, and (B) general equity principles (regardless of whether such
      enforcement is considered in a proceeding in equity or at law).

            (iii) The execution and delivery of this Agreement by the Purchaser
      and the Purchaser's performance and compliance with the terms of this
      Agreement will not (A) violate the Purchaser's organizational documents,
      (B) violate any law or regulation or any administrative decree or order to
      which the Purchaser is subject or (C) constitute a default (or an event
      which, with notice or lapse of time, or both, would constitute a default)
      under, or result in the breach of, any material contract, agreement or
      other instrument to which the Purchaser is a party or by which the
      Purchaser is bound.

            (iv) Except as may be required under federal or state securities
      laws (and which will be obtained on a timely basis), no consent, approval,
      authorization or order of, registration or filing with, or notice to, any
      governmental authority or court, is required for the execution, delivery
      and performance by the Purchaser of or compliance by the Purchaser with
      this Agreement, or the consummation by the Purchaser of any transaction
      described in this Agreement.

            (v) 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 provided herein, as a sale of the Mortgage Loans to the
      Purchaser in exchange for the consideration specified in Section 1 hereof.

            (vi) None of the acquisition of the Mortgage Loans by the Purchaser,
      the transfer of the Mortgage Loans to the Trustee, or 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 requires or will require the
      consent of any third person or constitutes or will constitute a default
      under (A) any term or provision of the Purchaser's certificate of
      incorporation or bylaws, (B) 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 (C) any law, rule,
      regulation, order, judgment, writ, injunction or decree or any court or
      governmental authority having jurisdiction over the Purchaser or its
      assets.

            SECTION 5. Notice of Breach; Cure; Repurchase; Covenant of the
Seller.

            (a) If the Seller discovers or receives notice in accordance with
Section 10 hereof of a Document Defect or a breach of any of its representations
and warranties made pursuant to Section 3(b) hereof (each such breach, a
"Breach") relating to any Mortgage Loan, and such Document Defect or Breach
materially and adversely affects the value of the Mortgage Loan or the related
Mortgaged Property or the interests of the Purchaser in such Mortgage Loan (in
which case any such Document Defect or Breach would be a "Material Document
Defect" or a "Material Breach," as the case may be), then (subject to Section
5(b)) the Seller shall, within 90 days after its discovery or receipt of such
notice of such Material Document Defect or Material Breach (or, in the case of a
Material Document Defect or Material Breach that affects whether a Mortgage Loan
was, as of the Closing Date, is or will continue to be a "qualified mortgage"
within the meaning of the REMIC Provisions (a "Qualified Mortgage"), not later
than 90 days after any party discovering such Material Document Defect or
Material Breach) (such 90-day period, in either case, the "Initial Resolution
Period"), (i) cure such Material Document Defect or Material Breach, as the case
may be, in all material respects, which cure shall include payment of any
Additional Trust Fund Expenses associated therewith, or (ii) repurchase the
affected Mortgage Loan (or any related REO Property, or in the case of any REO
Property related to a Loan Group, the Seller's interest therein) from, and in
accordance with the directions of, the Purchaser or its designee, at a price
equal to the Purchase Price; provided that if (A) any such Material Breach or
Material Document Defect, as the case may be, does not affect whether the
Mortgage Loan was, as of the Closing Date, is or will continue to be a Qualified
Mortgage, (B) such Material Breach or Material Document Defect, as the case may
be, is capable of being cured but not within the applicable Initial Resolution
Period, (C) the Seller has commenced and is diligently proceeding with the cure
of such Material Breach or Material Document Defect, as the case may be, within
the applicable Initial Resolution Period, and (D) the Seller shall have
delivered to the Purchaser a certification executed on behalf of the Seller by
an officer thereof confirming that such Material Breach or Material Document
Defect, as the case may be, is not capable of being cured within the applicable
Initial Resolution Period, setting forth what actions the Seller is pursuing in
connection with the cure thereof and stating that the Seller anticipates that
such Material Breach or Material Document Defect, as the case may be, will be
cured within an additional period not to exceed 90 days beyond the end of the
applicable Initial Resolution Period, then the Seller shall have such additional
90-day period (the "Resolution Extension Period") to complete such cure or
repurchase the affected Mortgage Loan (or the related Mortgaged Property)
unless, solely in the case of a Material Document Defect, (x) the Mortgage Loan
is, at the end of the Initial Resolution Period, then a Specially Serviced
Mortgage Loan and a Servicing Tranfer Event has occurred as a result of a
monetary default or as described in clause (e), clause (f) or clause (g) of the
definition of "Specially Serviced Mortgage Loan" in the Pooling and Servicing
Agreement and (y) the Material Document Defect was identified in a certification
delivered to Seller by the Trustee pursuant to Section 2.02 of the Pooling and
Servicing Agreement not less than 90 days prior to the delivery of the notice of
such Material Document Defect; and provided, further, that, if any such Material
Document Defect is still not cured after the initial 90-day period and any such
additional 90-day period solely due to the failure of the Seller to have
received the recorded document, then the Seller shall be entitled to continue to
defer its cure and repurchase obligations in respect of such Document Defect so
long as the Seller certifies to the Purchaser every 30 days thereafter that the
Document Defect is still in effect solely because of its failure to have
received the recorded document or a copy thereof and that the Seller is
diligently pursuing the cure of such defect (specifying the actions being
taken), except that no such deferral of cure or repurchase may continue beyond
the second anniversary of the Closing Date. Any such repurchase of a Mortgage
Loan shall be on a whole loan, servicing released basis. The Seller shall have
no obligation to monitor the Mortgage Loans regarding the existence of a Breach
or Document Defect, but if the Seller discovers a Material Breach or Material
Document Defect with respect to a Mortgage Loan, it will notify the Purchaser.
Provided that if the Master Servicer has notice of such Material Document Defect
or Material Breach, the Master Servicer shall notify the Seller if the related
Mortgage Loan becomes a Specially Serviced Mortgage Loan during any applicable
cure periods. Any of the following document defects shall be conclusively
presumed to be a Material Document Defect: (a) the absence from the Mortgage
File of the original signed Mortgage Note, together with the endorsements
referred to in clause (a)(i) of the definition of "Mortgage File," unless the
Mortgage File contains a signed lost note affidavit and indemnity with respect
to the missing Mortgage Note and any missing endorsement that appears to be
regular on its face, (b) the absence from the Mortgage File of the original
executed Mortgage or a copy of such Mortgage certified by the local authority
with which the Mortgage was recorded, in each case with evidence of recording
thereon, that appears to be regular on its face, unless there is included in the
Mortgage File a copy of the executed Mortgage and a certificate stating that the
original signed Mortgage was sent for recordation, (c) the absence from the
Mortgage File of the original or a copy of the lender's title insurance policy,
together with all endorsements or riders (or copies thereof) that were issued
with or subsequent to the issuance of such policy, or marked up insurance binder
or title commitment which is marked as a binding commitment and countersigned by
title company, insuring the priority of the Mortgage as a first lien on the
Mortgaged Property, (d) the absence from the Mortgage File of any intervening
assignments required to create a complete chain of assignment to the Trustee on
behalf of the Trust and a certificate stating that the original intervening
assignments were sent for recordation, unless there is included in the Mortgage
File a certified copy of the intervening assignment, (e) the absence from the
Mortgage File of a copy of the ground lease with respect to any leasehold
mortgages or (f) the absence from the Servicing File of any original letter of
credit.

            (b) If (x) any Mortgage Loan is subject to a Material Breach or
Material Document Defect and would otherwise be required to be repurchased as
contemplated by Section 5(a), (y) such Mortgage Loan is a Cross-Collateralized
Mortgage Loan or is secured by a portfolio of Mortgaged Properties, and (z) the
applicable Material Breach of Material Document Defect does not constitute a
Material Breach or Material Document Defect, as the case may be, as to any
related Cross-Collateralized Mortgage Loan or applies to only specific Mortgaged
Properties in such portfolio, the Purchaser or its designee shall use reasonable
efforts, subject to the terms of the related Mortgage Loans, to prepare and, to
the extent necessary and appropriate, have executed by the related Mortgagor and
record, such documentation as may be necessary to (i) in the case of a
Cross-Collateralized Group, terminate the cross-collateralization between the
Mortgage Loans in such Cross-Collateralized Group that are to be repurchased, on
the one hand, and the remaining Mortgage Loans therein, on the other hand, such
that those two groups of Mortgage Loans are each secured only by the Mortgaged
Properties identified in the Mortgage Loan Schedule as directly corresponding
thereto or (ii) in the case of Mortgage Loan secured by a portfolio of Mortgaged
Properties, release the affected Mortgaged Properties from the
cross-collateralization of the Mortgage Loan; provided that, if such
Cross-Collateralized Group is still subject to the Pooling and Servicing
Agreement, then no such termination shall be effected unless and until (i) the
Purchaser or its designee has received from the Seller (A) an Opinion of Counsel
to the effect that such termination or release will not cause an Adverse REMIC
Event to occur with respect to any REMIC Pool or an Adverse Grantor Trust Event
to occur with respect to the Grantor Trust and (B) a written confirmation from
each Rating Agency that such termination or release will not cause an Adverse
Rating Event to occur with respect to any Class of Certificates, (ii) the debt
service coverage ratio for the four preceding calendar quarters for all of the
Mortgage Loans relating to such Cross-Collateralized Group remaining is not less
than 0.05x below the debt service coverage ratio for all Mortgage Loans of such
Cross-Collateralized Group or Mortgaged Properties relating to such Mortgage
Loan secured by a portfolio of Mortgaged Properties (including the affected
Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set
forth in the Prospectus Supplement, (iii) the loan-to-value ratio for all of the
Mortgage Loans of such Cross-Collateralized Group remaining is not greater than
5% more than the loan-to-value ratio for all Mortgage Loans of such
Cross-Collateralized Group or Mortgaged Properties relating to such Mortgage
Loan secured by a portfolio of Mortgaged Properties (including the affected
Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set
forth in the Prospectus Supplement, and (iv) the Directing Holder (if one is
acting) has consented (which consent shall not be unreasonably withheld and
shall be deemed to have been given if no written objection is received by the
Seller within 10 Business Days of the Directing Holder's receipt of a written
request for such consent); and provided, further, that the Seller may, at its
option, purchase the entire Cross-Collateralized Group or Mortgage Loan in lieu
of terminating the cross-collateralization or a release of the affected
Mortgaged Properties from the cross-collateralization of the Mortgage Loan. In
the event that the cross-collateralization of any Cross-Collateralized Group is
terminated or any Mortgaged Property related to a Mortgage Loan secured by a
portfolio of Mortgaged Properties is released pursuant to this paragraph, the
Seller may elect either to repurchase only the affected Cross-Collateralized
Mortgage Loan or Mortgaged Properties as to which the Material Breach or
Material Document Defect exists or to repurchase the aggregate
Cross-Collateralized Mortgage Loans or Mortgaged Properties. All reasonable
costs and expenses incurred by the Purchaser or its designee pursuant to this
paragraph shall be included in the calculation of Purchase Price for the
Mortgage Loan(s) to be repurchased. If the cross-collateralization of any
Cross-Collateralized Group is not or cannot be terminated as contemplated by
this paragraph, then, for purposes of (i) determining whether any Breach or
Document Defect, as the case may be, is a Material Breach or Material Document
Defect, and (ii) the application of remedies, such Cross-Collateralized Group
shall be treated as a single Mortgage Loan.

            It shall be a condition to any repurchase of a Mortgage Loan by the
Seller pursuant to Section 5(a) that (i) the Purchaser shall have executed and
delivered such instruments of endorsement, transfer or assignment then presented
to it by the Seller, in each case without recourse, as shall be necessary to
vest in the Seller the legal and beneficial ownership of such Mortgage Loan
(including any property acquired in respect thereof or proceeds of any insurance
policy with respect thereto), to the extent that such ownership interest was
transferred to the Purchaser hereunder; (ii) the Purchaser shall deliver to the
Seller all portions of the Mortgage File and other documents pertaining to such
Mortgage Loan; and (iii) the Purchaser shall release to the Seller any escrow
payments or reserve funds held by it, or on its behalf, in respect of such
Mortgage Loan. If any Mortgage Loan is to be repurchased as contemplated by
Section 5(a), the Seller shall amend the Mortgage Loan Schedule to reflect the
removal of such Mortgage Loan and shall forward such amended schedule to the
Purchaser.

            (c) The Seller hereby acknowledges and agrees that any modification
of the Mortgage Loan pursuant to a workout, foreclosure, sale or other
liquidation pursuant to, and in accordance with, the Pooling and Servicing
Agreement shall not constitute a defense to any repurchase claim disputed by the
Seller nor shall such modification change the Purchase Price due from the Seller
for any repurchase claim. In the event of any such modification, the Seller
hereby agrees to repurchase the Mortgage Loan as modified, if the Seller is
required to or elects to repurchase such Mortgage Loan in accordance with the
terms of this Section 5. Any sale of the related Mortgage Loan, or foreclosure
upon such Mortgage Loan and sale of the successor REO Property, shall be without
(i) recourse of any kind (either expressed or implied) by such Person against
the Seller and (ii) representation or warranty of any kind (either expressed or
implied) by the Seller to or for the benefit of such Person.

            (d) The fact that a Material Document Defect or Material Breach is
not discovered until after foreclosure (but in all instances prior to the sale
of the successor REO Property or Mortgage Loan) shall not prejudice any claim
against the Seller for repurchase of the REO Mortgage Loan or successor REO
Property, which claim shall be made in accordance with this Section 5. If a
court of competent jurisdiction issues a final order that the Seller is or was
obligated to repurchase the related Mortgage Loan or the successor REO Loan or
the Seller otherwise accepts liability, then, after the expiration of any
applicable appeal period, but in no event later than the termination of the
Trust pursuant to Section 9.01 of the Pooling and Servicing Agreement, the
Seller will be obligated to pay to the Trust the difference between (i) any
Liquidation Proceeds received upon such liquidation net of Liquidation Expenses
and (ii) the Purchase Price; provided that the prevailing party in such action
shall be entitled to recover from the other party all costs, fees and expenses
(including reasonable attorneys fees) related thereto.

            (e) [Reserved].

            (f) It is understood and agreed that the obligations of the Seller
set forth in Section 5(a) to cure any Material Breach or Material Document
Defect or to repurchase the affected Mortgage Loan constitute the sole remedies
available to the Purchaser with respect to any Breach or Document Defect.

            (g) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of the Seller set forth
in, or made pursuant to, paragraph 38 of Exhibit B to this Agreement,
specifically relating to whether or not the Mortgage Loan documents or any
particular Mortgage Loan document for any Mortgage Loan requires the related
Mortgagor to bear reasonable costs and expenses associated with a defeasance, as
set forth in paragraph 38 (any such costs or expenses, referred to herein as
"Covered Costs"), then the Purchaser or its designee will direct the Seller in
writing to wire transfer to the Custodial Account, within 90 days of receipt of
such direction, the amount of any such reasonable costs and expenses incurred by
the Trust that (i) otherwise would have been required to be paid by the
Mortgagor if such representation or warranty with respect to such costs and
expenses had in fact been true, as set forth in the related representation or
warranty, (ii) have not been paid by the Mortgagor, (iii) are the basis of such
Breach and (iv) constitute "Covered Costs." Upon payment of such costs, the
Seller shall be deemed to have cured such Breach in all respects. Provided that
such payment is made, this paragraph describes the sole remedy available to the
Purchaser regarding any such Breach, regardless of whether it constitutes a
Material Breach, and the Seller shall not be obligated to otherwise cure such
Breach or repurchase the affected Mortgage Loan under any circumstances.

            (h) For so long as the Trust Fund is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the Purchaser and the
Trustee with any Additional Form 10-D Disclosure and any Additional Form 10-K
Disclosure set forth next to the Purchaser's name on Exhibit P and Exhibit Q of
the Pooling and Servicing Agreement within the time periods set forth in the
Pooling and Servicing Agreement.

            SECTION 6. Closing. The closing of the sale of the Mortgage Loans
(the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft
LLP, One World Financial Center, New York, NY 10281 at 10:00 A.M., New York City
time, 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 Sections 3(a) and 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) Insofar as it affects the obligations of the Seller hereunder,
the Pooling and Servicing Agreement shall be in a form mutually acceptable to
the Purchaser and the Seller;

            (c) All documents specified in Section 7 of this Agreement (the
"Closing Documents"), in such forms as are reasonably acceptable to the
Purchaser and the Seller, shall be duly executed and delivered by all
signatories as required pursuant to the respective terms thereof;

            (d) The Seller shall have delivered and released to the Trustee (or
a Custodian on its behalf), the Master Servicer and the Special Servicer all
documents and funds required to be delivered to the Trustee, the Master Servicer
and the Special Servicer, respectively, pursuant to Section 2 of this Agreement;

            (e) 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 shall 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;

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser or otherwise pursuant to this Agreement; and

            (g) Neither the Underwriting Agreement nor the Certificate Purchase
Agreement shall have been terminated in accordance with its terms.

            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 7. Closing Documents. The Closing Documents shall consist of
the following:

            (a) This Agreement duly executed by the Purchaser and the Seller;

            (b) The Pooling and Servicing Agreement duly executed by the parties
thereto;

            (c) The Indemnification Agreement duly executed by the parties
thereto;

            (d) A Certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser,
the Underwriters and the Initial Purchasers may rely, to the effect that 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;

            (e) An Officer's Certificate from an officer of the Seller, dated
the Closing Date, and upon which the Purchaser, the Underwriters and the Initial
Purchasers may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement, the Indemnification
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein or in the
Indemnification Agreement, 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 or certificates are their genuine signatures, or
such other statement relating to incumbency that is acceptable to the Purchaser,
the Underwriters and the Initial Purchasers;

            (f) As certified by an officer of the Seller, true and correct
copies of (i) the resolutions of the board of directors authorizing the Seller's
entering into the transactions contemplated by this Agreement and the
Indemnification Agreement, (ii) the organizational documents of the Seller, and
(iii) a certificate of good standing of the Seller issued by the Secretary of
State of the State of Delaware as of a recent date;

            (g) A favorable opinion of counsel to the Seller, subject to
customary exceptions and carveouts, dated the Closing Date and addressed to the
Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and,
upon request, the other parties to the Pooling and Servicing Agreement, together
with such other opinions of such counsel as may be required by the Rating
Agencies in connection with the transactions contemplated hereby;

            (h) A favorable opinion of in-house counsel to the Seller, subject
to customary exceptions and carveouts, dated the Closing Date and addressed to
the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies
and, upon request, the other parties to the Pooling and Servicing Agreement; and

            (i) A letter of counsel of the Seller, subject to customary
exceptions and carveouts, dated the Closing Date and addressed to the
Underwriters, to the effect that nothing has come to such counsel's attention
that would lead such counsel to believe that the Prospectus Supplement as of the
date thereof or as of the Closing Date contains, with respect to the Seller or
the Mortgage Loans, any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements therein relating to the
Seller or the Mortgage Loans, in the light of the circumstances under which they
were made, not misleading.

            SECTION 8. Costs. The reasonable out-of-pocket costs and expenses
incurred by the Seller, each other mortgage loan seller, the Purchaser, the
Underwriters and the Initial Purchasers in connection with the securitization of
the Mortgage Loans and the other transactions contemplated by this Agreement,
the Underwriting Agreement and the Certificate Purchase Agreement shall be
payable as set forth in a separate writing among such parties on the Closing
Date.

            SECTION 9. Grant of a Security Interest. The parties hereto agree
that it is their express intent 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
it is the express intent of the parties that: (i) such conveyance shall be
deemed to be a pledge of the Mortgage Loans by the Seller to the Purchaser to
secure a debt or other obligation of the Seller; (ii) this Agreement shall be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
applicable Uniform Commercial Code; (iii) 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; (iv) the assignment to the Trustee of the interest of the Purchaser in
and to the Mortgage Loans shall be deemed to be an assignment of any security
interest created hereunder; (v) the possession by the Trustee or any of its
agents, including, without limitation, the Custodian, of the Mortgage Notes for
the Mortgage Loans, 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 applicable Uniform Commercial Code; and (vi)
notifications to persons (other than the Trustee) holding such property, and
acknowledgments, receipts or confirmations from such persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the secured party for the purpose of 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.

            SECTION 10. Notices. All notices, copies, requests, consents,
demands and other communications required hereunder shall be in writing and
telecopied or delivered to the intended recipient at the "Address for Notices"
specified on Schedule A hereof 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 11. 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) until the
termination of the Pooling and Servicing Agreement pursuant to the terms
thereof.

            SECTION 12. 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 13. 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 14. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT
WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, APPLICABLE TO AGREEMENTS NEGOTIATED, MADE AND TO BE PERFORMED ENTIRELY
IN SAID STATE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE SELLER
AND THE PURCHASER EACH HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY
NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY WITH RESPECT TO
MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL
CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN
SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES, TO THE FULLEST POSSIBLE
EXTENT, THE DEFENSE OF AN INCONVENIENT FORUM; AND (IV) AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.

            SECTION 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