MORTGAGE LOAN PURCHASE AGREEMENT

EXHIBIT 4.2

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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

(Depositor)

and

COLUMN FINANCIAL, INC.

(Seller)

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MORTGAGE LOAN PURCHASE AGREEMENT

Dated as of December 1, 2004

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TABLE OF CONTENTS

Section 1. Transactions on or Prior to the Closing Date.................

Section 2. Closing Date Actions.........................................

Section 3. Conveyance of Mortgage Loans.................................

Section 4. Depositor's Conditions to Closing............................

Section 5. Seller's Conditions to Closing...............................

Section 6. Representations and Warranties of Seller.....................

Section 7. Obligations of Seller........................................

Section 8. Crossed Mortgage Loans.......................................

Section 9. Rating Agency Fees; Costs and Expenses Associated with a

Defeasance..................................................

Section 10. Representations and Warranties of Depositor..................

Section 11. Survival of Certain Representations, Warranties and

Covenants...................................................

Section 12. Transaction Expenses.........................................

Section 13. Recording Costs..............................................

Section 14. Notices......................................................

Section 15. Examination of Mortgage Files................................

Section 16. Successors...................................................

Section 17. Governing Law................................................

Section 18. Severability.................................................

Section 19. Further Assurances...........................................

Section 20. Counterparts.................................................

Section 21. Treatment as Security Agreement..............................

Section 22. Recordation of Agreement.....................................

Schedule I Schedule of Transaction Terms

Schedule II Mortgage Loan Schedule for Column Loans

Schedule III Mortgage Loans Constituting Mortgage Groups

Schedule IV Mortgage Loans with Lost Mortgage Notes

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

Exhibit A Representations and Warranties of Seller Regarding the Mortgage

Loans

Exhibit B Form of Lost Mortgage Note Affidavit

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MORTGAGE LOAN PURCHASE AGREEMENT

This Mortgage Loan Purchase Agreement (this "Agreement"), dated

as of December 1, 2004, is made by and between COLUMN FINANCIAL, INC., a

Delaware corporation ("Seller"), and CREDIT SUISSE FIRST BOSTON MORTGAGE

SECURITIES CORP., a Delaware corporation ("Depositor").

RECITALS

I. Capitalized terms used herein without definition have the

meanings ascribed to them in the Schedule of Transaction Terms attached hereto

as Schedule I, which is incorporated herein by this reference, or, if not

defined therein, in the Pooling and Servicing Agreement.

II. On the Closing Date, and on the terms set forth herein, Seller

has agreed to sell to Depositor and Depositor has agreed to purchase from Seller

the mortgage loans identified on the schedule (the "Mortgage Loan Schedule")

annexed hereto as Schedule II (each such mortgage loan, a "Mortgage Loan" and,

collectively, the "Mortgage Loans"). Depositor intends to deposit the Mortgage

Loans and other assets into a trust fund (the "Trust Fund") created pursuant to

the Pooling and Servicing Agreement and to cause the issuance of the

Certificates.

AGREEMENT

NOW, THEREFORE, on the terms and conditions set forth below and for

good and valuable consideration, the receipt and adequacy of which is hereby

acknowledged, Depositor and Seller agree as follows:

Section 1. Transactions on or Prior to the Closing Date. On or prior

to the Closing Date, Seller shall have delivered the Mortgage Files with respect

to each Mortgage Loan to Wells Fargo Bank, N.A., as trustee (the "Trustee"),

against receipt by Seller of a trust receipt, pursuant to an arrangement between

Seller and the Trustee.

Section 2. Closing Date Actions. The sale of the Mortgage Loans

shall take place on the Closing Date, subject to and simultaneously with the

deposit of the Mortgage Loans into the Trust Fund, the issuance of the

Certificates and the sale of (a) the Publicly Offered Certificates by Depositor

to the Underwriters pursuant to the Underwriting Agreement and (b) the Private

Certificates by Depositor to the Initial Purchaser pursuant to the Certificate

Purchase Agreement. The closing (the "Closing") shall take place at the offices

of Cadwalader, Wickersham & Taft LLP, 100 Maiden Lane, New York, New York 10038,

or such other location as agreed upon between the parties hereto. On the Closing

Date, the following actions shall take place in sequential order on the terms

set forth herein:

(i) Seller shall sell to Depositor, and Depositor shall purchase

from Seller, the Mortgage Loans pursuant to this Agreement for the

Mortgage Loan Purchase Price (as defined herein). The Mortgage Loan

Purchase Price shall be paid by Depositor to Seller by wire transfer in

immediately available funds to an account designated by Seller on or prior

to the Closing Date (or, by such other method as shall be mutually

acceptable to Depositor and Seller). The "Mortgage Loan Purchase Price"

paid by Depositor shall be equal to the amount that the Depositor and the

Seller have mutually agreed upon (which amount includes, without

limitation, accrued interest).

(ii) Pursuant to the terms of the Pooling and Servicing Agreement,

Depositor shall sell all of its right, title and interest in and to the

Mortgage Loans to the Trustee for the benefit of the Holders of the

Certificates.

(iii) Depositor shall sell to the Underwriters, and the Underwriters

shall purchase from Depositor, the Publicly Offered Certificates pursuant

to the Underwriting Agreement, and Depositor shall sell to the Initial

Purchaser, and the Initial Purchaser shall purchase from Depositor, the

Private Certificates pursuant to the Certificate Purchase Agreement.

(iv) The Underwriters will offer the Publicly Offered Certificates

for sale to the public pursuant to the Prospectus and the Prospectus

Supplement and the Initial Purchaser will privately place certain classes

of the Private Certificates pursuant to the Offering Circular.

Section 3. Conveyance of Mortgage Loans. On the Closing Date, Seller

shall sell, convey, assign and transfer, without recourse except as provided

herein, to Depositor, free and clear of any liens, claims or other encumbrances,

all of Seller's right, title and interest in, to and under: (i) each of the

Mortgage Loans identified on the Mortgage Loan Schedule; and (ii) all property

of Seller described in Section 21(b) of this Agreement, including, without

limitation, (A) all scheduled payments of interest and principal due on or with

respect to the Mortgage Loans after the Cut-off Date and (B) all other payments

of interest, principal or yield maintenance charges received on or with respect

to the Mortgage Loans after the Cut-off Date, other than any such payments of

interest or principal or yield maintenance charges that were due on or prior to

the Cut-off Date. The Mortgage File for each Mortgage Loan shall consist of the

following documents:

(a) each original Note (or with respect to those Mortgage Loans

listed in Schedule IV hereto, a "lost note affidavit" substantially in the form

of Exhibit B hereto and a true and complete copy of the Note), bearing, or

accompanied by, all prior and intervening endorsements, assignments or allonges

showing a complete chain of endorsement or assignment from the Mortgage Loan

Originator either in blank or to the Seller, and further endorsed by the Seller,

on its face or by allonge attached thereto, without recourse, in blank or to the

order of the Trustee in the following form: "Pay to the order of Wells Fargo

Bank, N.A., as trustee for the registered Holders of Credit Suisse First Boston

Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series

2004-C5, without recourse, representation or warranty, express or implied";

(b) a duplicate original Mortgage or a counterpart thereof or, if

such Mortgage has been returned by the related recording office, (A) an

original, (B) a certified copy or (C) a copy thereof from the applicable

recording office, and originals or counterparts (or originals or copies of

certified copies from the applicable recording office) of any intervening

assignments thereof from the Mortgage Loan Originator to the Seller, in each

case in the form submitted for recording or, if recorded, with evidence of

recording indicated thereon;

(c) an original assignment of Mortgage, in recordable form (except

for any missing recording information and, if applicable, completion of the name

of the assignee), from the Seller (or the Mortgage Loan Originator), either in

blank or to "Wells Fargo Bank, N.A., as trustee for the registered Holders of

Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage

Pass-Through Certificates, Series 2004-C5";

(d) an original, counterpart or copy of any related Assignment of

Leases (if such item is a document separate from the Mortgage), and the

originals, counterparts or copies of any intervening assignments thereof from

the Mortgage Loan Originator of the Loan to the Seller, in each case in the form

submitted for recording or, if recorded, with evidence of recording thereon;

(e) an original assignment of any related Assignment of Leases (if

such item is a document separate from the Mortgage and to the extent not already

assigned pursuant to clause (c) above), in recordable form (except for any

missing recording information and, if applicable, completion of the name of the

assignee), from the Seller (or the Mortgage Loan Originator), either in blank or

to "Wells Fargo Bank, N.A., as trustee for the registered Holders of Credit

Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through

Certificates, Series 2004-C5";

(f) an original or true and complete copy of any related Security

Agreement (if such item is a document separate from the Mortgage), and the

originals or copies of any intervening assignments thereof from the Mortgage

Loan Originator to the Seller;

(g) an original assignment of any related Security Agreement (if

such item is a document separate from the Mortgage and to the extent not already

assigned pursuant to clause (c) above), from the Seller (or the Mortgage Loan

Originator), either in blank or to "Wells Fargo Bank, N.A., as trustee for the

registered Holders of Credit Suisse First Boston Mortgage Securities Corp.,

Commercial Mortgage Pass-Through Certificates, Series 2004-C5," which assignment

may be included as part of an omnibus assignment covering other documents

relating to the Mortgage Loan (provided that such omnibus assignment is

effective under applicable law);

(h) originals or copies of all (A) assumption agreements, (B)

modifications, (C) written assurance agreements and (D) substitution agreements,

together with any evidence of recording thereon or in the form submitted for

recording, in those instances where the terms or provisions of the Mortgage,

Note or any related security document have been modified or the Mortgage Loan

has been assumed;

(i) the original lender's title insurance policy or a copy thereof

(together with all endorsements or riders that were issued with or subsequent to

the issuance of such policy), or if the policy has not yet been issued, the

original or a copy of a binding written commitment (which may be a pro forma or

specimen title insurance policy which has been accepted or approved in writing

by the related title insurance company) or interim binder that is marked as

binding and countersigned by the title company, insuring the priority of the

Mortgage as a first lien on the related Mortgaged Property, relating to such

Mortgage Loan;

(j) the original or a counterpart of any guaranty of the obligations

of the Borrower under the Mortgage Loan;

(k) certified or other copies of all UCC Financing Statements and

continuation statements which show the filing or recording thereof or copies

thereof in the form submitted for filing or recording sufficient to perfect (and

maintain the perfection of) the security interest held by the Mortgage Loan

Originator (and each assignee of record prior to the Trustee) in and to the

personalty of the Borrower at the Mortgaged Property that is described in the

related Mortgage or a separate security agreement, and original UCC Financing

Statement assignments in a form suitable for filing or recording, sufficient to

transfer such UCC Financing Statements to the Trustee;

(l) the original or copy of the power of attorney (with evidence of

recording thereon) granted by the Borrower if the Mortgage, Note or other

document or instrument referred to above was not signed by the Borrower;

(m) with respect to any debt of a Borrower permitted under the

related Mortgage Loan, an original or copy of a subordination agreement,

standstill agreement or other intercreditor, co-lender or similar agreement

relating to such other debt, if any, including (as applicable) any Intercreditor

Agreement, mezzanine loan documents or preferred equity documents, together

with, if the Mortgage Loan is an A Loan, a copy of the Note for each related B

Loan;

(n) with respect to any Cash Collateral Accounts and Lock-Box

Accounts, an original or copy of any related cash collateral control agreement

or lock-box control agreement, as applicable, and a copy of the UCC Financing

Statements, if any, submitted for filing with respect to the Seller's security

interest in the Cash Collateral Accounts and Lock-Box Accounts and all funds

contained therein (together with UCC Financing Statement assignments in a form

suitable for filing or recording, sufficient to transfer such UCC Financing

Statements to the Trustee on behalf of the Certificateholders);

(o) an original or copy of any related Loan Agreement (if separate

from the related Mortgage), and an original or copy of any related Lock-Box

Agreement or Cash Collateral Agreement (if separate from the related Mortgage

and Loan Agreement);

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

Mortgage Loan;

(q) any related environmental insurance policies and any

environmental guaranty or indemnity agreements or copies thereof;

(r) the original ground lease, if any, and any amendments,

modifications or extensions thereto, and any ground lease estoppel, or a copy of

any of the foregoing;

(s) copies of franchise agreements and franchisor comfort letters,

if any, for hospitality properties; and

(t) if applicable (and not for purposes of the Seller's delivery

obligations), the original or a counterpart of any post-closing agreement

relating to any modification, waiver or amendment of any term of any Mortgage

Loan (including fees charged the Borrower) required to be added to the Mortgage

File pursuant to Section 3.20(i) of the Pooling and Servicing Agreement.

Notwithstanding the foregoing, in the event that, in connection with

any Mortgage Loan, the Seller cannot deliver, or cause to be delivered, an

original, counterpart or certified copy, as applicable, of any of the documents

and/or instruments required to be delivered pursuant to clauses (b), (d), (h),

(k) (other than assignments of UCC Financing Statements to be recorded or filed

in accordance with the transfer contemplated by this Agreement), (l) and (n)

(other than assignments of UCC Financing Statements to be recorded or filed in

accordance with the transfer contemplated by this Agreement) above with evidence

of recording or filing thereon on the Closing Date, solely because of a delay

caused by the public recording or filing office where such document or

instrument has been delivered for recordation or filing, then the Seller: (i)

shall deliver, or cause to be delivered, to the Trustee a duplicate original or

true copy of such document certified by the applicable public recording or

filing office, the applicable title insurance company or the Seller to be a true

and complete duplicate original or copy of the original thereof submitted for

recording or filing; and (ii) shall deliver, or cause to be delivered, to the

Trustee either the original of such non-delivered document or instrument, or a

photocopy thereof (certified by the appropriate public recording or filing

office to be a true and complete copy of the original thereof submitted for

recording or filing), with evidence of recording or filing thereon, within 120

days of the Closing Date, which period may be extended up to two times, in each

case for an additional period of 45 days (provided that the Seller, as certified

in writing to the Trustee prior to each such 45-day extension, is in good faith

attempting to obtain from the appropriate county recorder's office such original

or photocopy). Compliance with this paragraph will satisfy the Seller's delivery

requirements under this Section 3 with respect to the subject document(s).

Notwithstanding the foregoing, in the event that, in connection with

any Mortgage Loan, the Seller cannot deliver, or cause to be delivered, an

original, counterpart or certified copy, as applicable, of any of the documents

and/or instruments required to be delivered pursuant to clauses (b), (d), (h),

(k) (other than assignments of UCC Financing Statements to be recorded or filed

other than in accordance with the transfer contemplated by this Agreement), (l)

and (n) (other than assignments of UCC Financing Statements to be recorded or

filed in accordance with the transfer contemplated by this Agreement) above with

evidence of recording or filing thereon, for any other reason, including without

limitation, that such non-delivered document has been lost, the delivery

requirements of this Agreement shall be deemed to have been satisfied and such

non-delivered document shall be deemed to have been included in the related

Mortgage File if a photocopy of such non-delivered document (with evidence of

recording or filing thereon and certified by the appropriate recording or filing

office to be a true and complete copy of the original thereof as filed or

recorded) is delivered to the Trustee on or before the Closing Date.

Notwithstanding the foregoing, in the event that the Seller cannot

deliver any UCC Financing Statement assignment with the filing information of

the related UCC Financing Statement with respect to any Mortgage Loan, solely

because such UCC Financing Statement has not been returned by the public filing

office where such UCC Financing Statement has been delivered for filing, the

Seller shall so notify the Trustee and shall not be in breach of its obligations

with respect to such delivery, provided that the Seller promptly forwards such

UCC Financing Statement to the Trustee upon its return, together with the

related original UCC Financing Statement assignment in a form appropriate for

filing.

The Seller may, at its sole cost and expense, but is not obligated

to, engage a third party contractor to prepare or complete in proper form for

filing or recording any and all assignments of Mortgage, assignments of

Assignments of Leases and assignments of UCC Financing Statements to the Trustee

to be delivered pursuant to clauses (c), (e), (k) and (n) above (collectively,

the "Assignments"), to submit the Assignments for filing and recording, as the

case may be, in the applicable public filing and recording offices and to

deliver those Assignments to the Trustee or its designee as those Assignments

(or certified copies thereof) are received from the applicable filing and

recording offices with evidence of such filing or recording indicated thereon.

In the event the Seller engages a third party contractor as contemplated in the

immediately preceding sentence, the rights, duties and obligations of the Seller

pursuant to this Agreement remain binding on such Seller; and, if the Seller

does not engage a third party as contemplated by the immediately preceding

sentence, then the Seller will still be liable for recording and filing fees and

expenses of the Assignments as and to the extent contemplated by Section 13

hereof.

Within ten (10) Business Days after the Closing Date, the Seller

shall deliver the Servicer Files with respect to each of the Mortgage Loans to

the Master Servicer under the Pooling and Servicing Agreement on behalf of the

Trustee in trust for the benefit of the Certificateholders. Each such Servicer

File shall contain all documents and records in the Seller's possession relating

to such applicable Mortgage Loans (including reserve and escrow agreements, rent

rolls, leases, environmental and engineering reports, third-party underwriting

reports, appraisals, surveys, legal opinions, estoppels, financial statements,

operating statements and any other information provided by the respective

Borrower from time to time, but excluding any draft documents, attorney/client

privileged communications and documents prepared by the Seller or any of its

Affiliates solely for internal communication, credit underwriting or due

diligence analyses (other than the underwriting information contained in the

related underwriting memorandum or asset summary report prepared by the Seller

in connection with the preparation of Exhibit A-1 to the Prospectus Supplement))

that are not required to be a part of a Mortgage File in accordance with the

definition thereof, together with copies of all instruments and documents which

are required to be a part of the related Mortgage File in accordance with the

definition thereof.

In addition, with respect to each Mortgage Loan as to which any

Additional Collateral is in the form of a letter of credit as of the Closing

Date, the Seller shall cause to be prepared, executed and delivered to the

issuer of each such letter of credit such notices, assignments and

acknowledgements as are required under such letter of credit to assign, without

recourse, to, and vest in, the Trustee (whether by actual assignment or by

amendment of the letter of credit) the Seller's rights as the beneficiary

thereof and drawing party thereunder. The designated beneficiary under each

letter of credit referred to in the preceding sentence shall be the Trustee.

For purposes of this Section 3, and notwithstanding any contrary

provision hereof or of the definition of "Mortgage File", if there exists with

respect to any group of Crossed Mortgage Loans only one original or certified

copy of any document or instrument described in the definition of "Mortgage

File" which pertains to all of the Crossed Mortgage Loans in such group of

Crossed Mortgage Loans, the inclusion of the original or certified copy of such

document or instrument in the Mortgage File for any of such Crossed Mortgage

Loans and the inclusion of a copy of such original or certified copy in each of

the Mortgage Files for the other Crossed Mortgage Loans in such group of Crossed

Mortgage Loans, shall be deemed the inclusion of such original or certified

copy, as the case may be, in the Mortgage File for each such Crossed Mortgage

Loan.

The Seller shall, promptly after the Closing Date, but in all events

within three (3) Business Days after the Closing Date, cause all funds on

deposit in escrow accounts maintained with respect to the Mortgage Loans in the

name of the Seller or any other name, to be transferred to the Master Servicer

(or a Sub-Servicer at the direction of the Master Servicer) for deposit into

Servicing Accounts.

The Trustee, as assignee or transferee of Depositor, shall be

entitled to all scheduled principal payments due after the Cut-off Date, all

other payments of principal due and collected after the Cut-off Date, and all

payments of interest on the Mortgage Loans, minus that portion of any such

payment which is allocable to the period on or prior to the Cut-off Date. All

scheduled payments of principal due on or before the Cut-off Date and collected

after the Cut-off Date, together with the accompanying interest payments, shall

belong to Seller.

Upon the sale of the Mortgage Loans from Seller to Depositor

pursuant hereto, the ownership of each Mortgage Note, the Mortgage and the

contents of the related Mortgage File shall be vested in Depositor and the

ownership of all records and documents with respect to the related Mortgage Loan

prepared by or which come into the possession of Seller as seller of the

Mortgage Loans hereunder, exclusive in each case of records and documents that

are not required to be delivered hereunder by Seller, shall immediately vest in

Depositor. All Monthly Payments, Principal Prepayments and other amounts

received by Seller and not otherwise belonging to Seller pursuant to this

Agreement shall be sent by Seller within three (3) Business Days after Seller's

receipt thereof to the Master Servicer via wire transfer for deposit by the

Master Servicer into the Collection Account.

Upon sale of Certificates representing at least 10% of the fair

value of all the Certificates to unaffiliated third parties, Seller shall, under

generally accepted accounting principles ("GAAP"), report its transfer of the

Mortgage Loans to the Depositor, as provided herein, as a sale of the Mortgage

Loans to the Depositor in exchange for the consideration specified in Section 2

hereof. In connection with the foregoing, upon sale of Certificates representing

at least 10% of the fair value of all the Certificates to unaffiliated third

parties, Seller shall cause all of its financial and accounting records to

reflect such transfer as a sale (as opposed to a secured loan). Regardless of

its treatment of the transfer of the Mortgage Loans to the Depositor under GAAP,

Seller shall at all times following the Closing Date cause all of its records

and financial statements and any relevant consolidated financial statements of

any direct or indirect parent to clearly reflect that the Mortgage Loans have

been transferred to the Depositor and are no longer available to satisfy claims

of Seller's creditors.

After Seller's transfer of the Mortgage Loans to Depositor, as

provided herein, Seller shall not take any action inconsistent with Depositor's

ownership (or the ownership by any of the Depositor's assignees) of the Mortgage

Loans. Except for actions that are the express responsibility of another party

hereunder or under the Pooling and Servicing Agreement, and further except for

actions that Seller is expressly permitted to complete subsequent to the Closing

Date, Seller shall, on or before the Closing Date, take all actions required

under applicable law to effectuate the transfer of the Mortgage Loans by Seller

to Depositor.

Section 4. Depositor's Conditions to Closing. The obligations of

Depositor to purchase the Mortgage Loans and pay the Mortgage Loan Purchase

Price at the Closing Date under the terms of this Agreement are subject to the

satisfaction of each of the following conditions at or before the Closing:

(a) Each of the obligations of the Seller required to be performed

by it on or prior to the Closing Date pursuant to the terms of this Agreement

shall have been duly performed and complied with in all material respects; all

of the representations and warranties of Seller under this Agreement (subject to

the exceptions in the Exception Report) shall be true and correct in all

material respects as of the Closing Date; and no event shall have occurred with

respect to the Seller or any of the Mortgage Loans and related Mortgage Files

which, with notice or the passage of time, would constitute a material default

under this Agreement; and Depositor shall have received certificates to the

foregoing effect signed by authorized officers of Seller.

(b) Depositor, or if directed by Depositor, the Trustee or the

Depositor's attorneys, shall have received in escrow, all of the following

closing documents, in such forms as are agreed upon and reasonably acceptable to

the Depositor and the Seller, duly executed by all signatories other than

Depositor, as required pursuant to the respective terms thereof:

(i) the Mortgage Files, subject to the proviso to the first sentence

of Section 1 of this Agreement, which shall have been delivered to and

held by the Trustee on behalf of Seller;

(ii) the Mortgage Loan Schedule;

(iii) the certificate of the Seller confirming its representations

and warranties set forth in Section 6 (subject to the exceptions in the

Exception Report) as of the Closing Date;

(iv) an opinion or opinions of Seller's counsel, dated the Closing

Date, covering various corporate matters and such other matters as shall

be reasonably required by the Depositor;

(v) such other certificates of Seller's officers or others and such

other documents to evidence fulfillment of the conditions set forth in

this Agreement as Depositor or its counsel may reasonably request; and

(vi) all other information, documents, certificates, or letters with

respect to the Mortgage Loans or Seller and its Affiliates as are

reasonably requested by the Depositor in order for the Depositor to

perform any of it obligations or satisfy any of the conditions on its part

to be performed or satisfied pursuant to any sale of Mortgage Loans by the

Depositor as contemplated herein.

(c) The Seller shall have performed or complied with all other terms

and conditions of this Agreement which it is required to perform or comply with

at or before the Closing and shall have the ability to perform or comply with

all duties, obligations, provisions and terms which it is required to perform or

comply with after the Closing.

(d) If requested, the Seller shall have delivered to the Trustee, on

or before the Closing Date, five limited powers of attorney in favor of the

Trustee and Special Servicer empowering the Trustee and, in the event of the

failure or incapacity of the Trustee, the Special Servicer, to record, at the

expense of the Seller, any Mortgage Loan Documents required to be recorded and

any intervening assignments with evidence of recording thereon that are required

to be included in the Mortgage Files. If requested by the Trustee or the Special

Servicer after the Closing Date, the Seller shall deliver to the Trustee or the

Special Servicer, as applicable, the powers of attorney described in the prior

sentence in form and substance reasonably acceptable to the requesting party.

(e) The Seller shall have paid or caused to be paid upfront all the

annual fees of each Rating Agency allocable to the Mortgage Loans.

Section 5. Seller's Conditions to Closing. The obligations of Seller

under this Agreement shall be subject to the satisfaction, on the Closing Date,

of the following conditions:

(a) Each of the obligations of Depositor required to be performed by

it on or prior to the Closing Date pursuant to the terms of this Agreement shall

have been duly performed and complied with in all material respects; and all of

the representations and warranties of Depositor under this Agreement shall be

true and correct in all material respects as of the Closing Date; and no event

shall have occurred with respect to Depositor which, with notice or the passage

of time, would constitute a material default under this Agreement, and Seller

shall have received certificates to that effect signed by authorized officers of

Depositor.

(b) Seller shall have received all of the following closing

documents, in such forms as are agreed upon and reasonably acceptable to Seller

and Depositor, duly executed by all signatories other than Seller, as required

pursuant to the respective terms thereof:

(A) an officer's certificate of Depositor, dated as of the

Closing Date, with the resolutions of Depositor authorizing the

transactions set forth therein, together with copies of the charter,

by-laws and certificate of good standing dated as of a recent date

of Depositor; and

(B) such other certificates of its officers or others, such

opinions of Depositor's counsel and such other documents required to

evidence fulfillment of the conditions set forth in this Agreement

as Seller or its counsel may reasonably request.

(c) The Depositor shall have performed or complied with all other

terms and conditions of this Agreement which it is required to perform or comply

with at or before the Closing and shall have the ability to perform or comply

with all duties, obligations, provisions and terms which it is required to

perform or comply with after Closing.

Section 6. Representations and Warranties of Seller. (a) Seller

represents and warrants to Depositor as of the date hereof, as follows:

(i) Seller is duly organized and is validly existing as a

corporation in good standing under the laws of the State of Delaware.

Seller has conducted and is conducting its business so as to comply in all

material respects with all applicable statutes and regulations of

regulatory bodies or agencies having jurisdiction over it, except where

the failure so to comply would not have a materially adverse effect on the

performance by Seller of this Agreement, and there is no charge,

investigation, action, suit or proceeding before or by any court,

regulatory authority or governmental agency or body pending or, to the

knowledge of Seller, threatened, which is reasonably likely to materially

and adversely affect the performance by Seller of this Agreement or the

consummation of transactions contemplated by this Agreement.

(ii) Seller has the full power, authority and legal right to hold,

transfer and convey the Mortgage Loans owned by it and to execute and

deliver this Agreement (and all agreements and documents executed and

delivered by Seller in connection herewith) and to perform all

transactions of Seller contemplated by this Agreement (and all agreements

and documents executed and delivered by Seller in connection herewith).

Seller has duly authorized the execution, delivery and performance of this

Agreement (and all agreements and documents executed and delivered by

Seller in connection herewith), and has duly executed and delivered this

Agreement (and all agreements and documents executed and delivered by

Seller in connection herewith). This Agreement (and each agreement and

document executed and delivered by Seller in connection herewith),

assuming due authorization, execution and delivery thereof by each other

party thereto, constitutes the legal, valid and binding obligation of

Seller enforceable in accordance with its terms, except as such

enforcement may be limited by bankruptcy, fraudulent transfer, insolvency,

reorganization, receivership, moratorium or other laws relating to or

affecting the rights of creditors generally, by general principles of

equity (regardless of whether such enforcement is considered in a

proceeding in equity or at law) and by considerations of public policy.

(iii) Neither the execution, delivery and performance of this

Agreement, nor the fulfillment of or compliance with the terms and

conditions of this Agreement by Seller, will (A) conflict with or result

in a breach of any of the terms, conditions or provisions of Seller's

organizational documents; (B) conflict with, result in a breach of, or

constitute a default or result in an acceleration under, any agreement or

instrument to which Seller is now a party or by which it (or any of its

properties) is bound if compliance therewith is necessary (1) to ensure

the enforceability of this Agreement or (2) for Seller to perform its

duties and obligations under this Agreement (or any agreement or document

executed and delivered by Seller in connection herewith); (C) conflict

with or result in a breach of any legal restriction if compliance

therewith is necessary (1) to ensure the enforceability of this Agreement

or (2) for Seller to perform its duties and obligations under this

Agreement (or any agreement or document executed and delivered by Seller

in connection herewith); (D) result in the violation of any law, rule,

regulation, order, judgment or decree to which Seller or its property is

subject if compliance therewith is necessary (1) to ensure the

enforceability of this Agreement or (2) for Seller to perform its duties

and obligations under this Agreement (or any agreement or document

executed and delivered by Seller in connection herewith); or (E) result in

the creation or imposition of any lien, charge or encumbrance that would

have a material adverse effect upon Seller's ability to perform its duties

and obligations under this Agreement (or any agreement or document

executed and delivered by Seller in connection herewith), or materially

impair the ability of the Depositor to realize on the Mortgage Loans owned

by Seller.

(iv) Seller is solvent and the sale of Mortgage Loans (1) will not

cause Seller to become insolvent and (2) is not intended by Seller to

hinder, delay or defraud any of its present or future creditors. After

giving effect to its transfer of the Mortgage Loans, as provided herein,

the value of Seller's assets, either taken at their present fair saleable

value or at fair valuation, will exceed the amount of Seller's debts and

obligations, including contingent and unliquidated debts and obligations

of Seller, and Seller will not be left with unreasonably small assets or

capital with which to engage in and conduct its business. Seller does not

intend to, and does not believe that it will, incur debts or obligations

beyond its ability to pay such debts and obligations as they mature. No

proceedings looking toward liquidation, dissolution or bankruptcy of the

Seller are pending or contemplated.

(v) No consent, approval, authorization or order of, or registration

or filing with, or notice to, any court or governmental agency or body

having jurisdiction or regulatory authority over Seller is required for

(A) Seller's execution, delivery and performance of this Agreement (or any

agreement or document executed and delivered by Seller in connection

herewith), (B) Seller's transfer and assignment of the Mortgage Loans, or

(C) the consummation by Seller of the transactions contemplated by this

Agreement (or any agreement or document executed and delivered by Seller

in connection herewith) or, to the extent so required, such consent,

approval, authorization, order, registration, filing or notice has been

obtained, made or given (as applicable), except that Seller may not be

duly qualified to transact business as a foreign corporation or licensed

in one or more states if such qualification or licensing is not necessary

to ensure the enforceability of this Agreement (or any agreement or

document executed and delivered by Seller in connection herewith).

(vi) In connection with its sale of the Mortgage Loans, Seller is

receiving new value. The consideration received by Seller upon the sale of

the Mortgage Loans owned by it constitutes at least fair consideration and

reasonably equivalent value for the Mortgage Loans.

(vii) Seller does not believe, nor does it have any reason or cause

to believe, that it cannot perform each and every covenant of Seller

contained in this Agreement (or any agreement or document executed and

delivered by Seller in connection herewith).

(viii) There are no actions, suits or proceedings pending or, to

Seller's knowledge, threatened in writing against Seller which are

reasonably likely to draw into question the validity of this Agreement (or

any agreement or document executed and delivered by Seller in connection

herewith) or which, either in any one instance or in the aggregate, are

reasonably likely to materially impair the ability of Seller to perform

its duties and obligations under this Agreement (or any agreement or

document executed and delivered by Seller in connection herewith).

(ix) Seller's performance of its duties and obligations under this

Agreement (and each agreement or document executed and delivered by Seller

in connection herewith) is in the ordinary course of business of Seller

and Seller's transfer, assignment and conveyance of the Mortgage Loans

pursuant to this Agreement are not subject to the bulk transfer or similar

statutory provisions in effect in any applicable jurisdiction. The

Mortgage Loans do not constitute all or substantially all of Seller's

assets.

(x) Seller has not dealt with any Person that may be entitled, by

reason of any act or omission of Seller, to any commission or compensation

in connection with the sale of the Mortgage Loans to the Depositor

hereunder except for (A) the reimbursement of expenses as described herein

or otherwise in connection with the transactions described in Section 2

hereof and (B) the commissions or compensation owed to the Underwriters or

the Initial Purchaser.

(xi) Seller is not in default or breach of any agreement or

instrument to which Seller is now a party or by which it (or any of its

properties) is bound which breach or default would materially and

adversely affect the ability of Seller to perform its obligations under

this Agreement.

(xii) The representations and warranties contained in Exhibit A

hereto, subject to the exceptions in the Exception Report, are true and

correct in all material respects as of the date hereof (or, in each case,

as of such other date specifically set forth in the subject representation

and warranty) with respect to the Mortgage Loans identified on Schedule

II.

(b) The Seller hereby agrees that it shall be deemed to make, as of

the date of substitution, to and for the benefit of the Trustee as the holder of

the Mortgage Loan to be replaced, with respect to any replacement mortgage loan

(a "Replacement Mortgage Loan") that is substituted for a Mortgage Loan affected

by a Material Defect or a Material Breach, pursuant to Section 7 of this

Agreement, each of the representations and warranties set forth in Exhibit A

hereto (subject to exceptions disclosed at such time) (references therein to

"Closing Date" being deemed to be references to the "date of substitution" and

references therein to "Cut-off Date" being deemed to be references to the "most

recent due date for the subject Replacement Mortgage Loan on or before the date

of substitution"). From and after the date of substitution, each Replacement

Mortgage Loan, if any, shall be deemed to constitute a "Mortgage Loan" hereunder

for all purposes.

Section 7. Obligations of Seller. Each of the representations and

warranties contained in or required to be made by Seller pursuant to Section 6

of this Agreement shall survive the sale of the Mortgage Loans and shall

continue in full force and effect, notwithstanding any restrictive or qualified

endorsement on the Notes and notwithstanding subsequent termination of this

Agreement or the Pooling and Servicing Agreement. The representations and

warranties contained in or required to be made by Seller pursuant to Section 6

of this Agreement shall not be impaired by any review or examination of the

Mortgage Files or other documents evidencing or relating to the Mortgage Loans

or any failure on the part of Depositor to review or examine such documents and

shall inure to the benefit of the initial transferee of the Mortgage Loans from

Depositor including, without limitation, the Trustee for the benefit of the

Holders of the Certificates, notwithstanding any restrictive or qualified

endorsement on any Note, assignment of Mortgage or reassignment of Assignment of

Leases but shall not inure to the benefit of any subsequent transferee

thereafter.

If the Seller receives notice of a breach of any of the

representations or warranties contained in Exhibit A hereto and made by the

Seller with respect to any Mortgage Loan listed on Schedule II hereto, as of the

date hereof in Section 6(a)(xii) or as of the Closing Date pursuant to Section

4(b)(iii), or with respect to any Replacement Mortgage Loan, as of the date of

substitution pursuant to Section 6(b) (in any such case, a "Breach"), or

receives notice that (A) any document required to be included in the Mortgage

File related to any Mortgage Loan is not in the Trustee's possession within the

time period required herein or (B) such document has not been properly executed

or is otherwise defective on its face (the circumstances in the foregoing

clauses (A) and (B), in each case, a "Defect" (including the "Defects" described

below) in the related Mortgage File), and if such Breach or Defect, as the case

may be, materially and adversely affects the value of the related Mortgage Loan

or the interests of the Certificateholders therein (any Breach or Defect that

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

interests of the Certificateholders therein, a "Material Breach" and a "Material

Defect", respectively), then the Seller shall, upon request of the Depositor,

the Trustee, the Master Servicer or the Special Servicer, not later than the

earlier of 90 days from the receipt by the Seller of such request (subject to

the second succeeding paragraph, the "Initial Resolution Period"): (i) cure such

Material Breach or Material Defect, as the case may be, in all material

respects; (ii) repurchase the affected Mortgage Loan at the applicable Purchase

Price (as defined in the Pooling and Servicing Agreement); or (iii) substitute,

in accordance with the Pooling and Servicing Agreement, one or more Qualified

Substitute Mortgage Loans (as defined in the Pooling and Servicing Agreement)

for such affected Mortgage Loan (provided that in no event shall any

substitution occur later than the second anniversary of the Closing Date) and

pay the Master Servicer for deposit into the Collection Account any Substitution

Shortfall Amount (as defined in the Pooling and Servicing Agreement) in

connection therewith; provided, however, that if (i) such Material Breach or

Material Defect is capable of being cured but not within the Initial Resolution

Period, (ii) such Material Breach or Material Defect does not cause the related

Mortgage Loan not to be a "qualified mortgage" (within the meaning of Section

860G(a) 3) of the Code), (iii) the Seller has commenced and is diligently

proceeding with the cure of such Material Breach or Material Defect within the

Initial Resolution Period and (iv) the Seller has delivered to the Rating

Agencies, the Master Servicer, the Special Servicer and the Trustee an Officer's

Certificate that describes the reasons that the cure was not effected within the

Initial Resolution Period and the actions that it proposes to take to effect the

cure and that states that it anticipates the cure will be effected within the

additional 90-day period, then the Seller shall have an additional 90 days to

cure such Material Defect or Material Breach. With respect to any substitution

of one or more Qualified Substitute Mortgage Loans for a Mortgage Loan

hereunder, (A) no such substitution may be made in any calendar month after the

Determination Date for such month; (B) scheduled payments of principal and

interest due with respect to the Qualified Substitute Mortgage Loan(s) after the

related date of substitution shall be part of the Trust Fund; and (C) scheduled

payments of principal and interest due with respect to such Qualified Substitute

Mortgage Loan(s) on or prior to the related date of substitution shall not be

part of the Trust Fund, and the Seller shall be entitled to receive such

payments promptly following receipt by the Master Servicer or Special Servicer,

as applicable, under the Pooling and Servicing Agreement.

Any of the following will cause a document in the Mortgage File to

be deemed to have a "Defect" and to be conclusively presumed to materially and

adversely affect the interests of Certificateholders in and the value of a

Mortgage Loan: (a) the absence from the Mortgage File of the original signed

Note, unless the Mortgage File contains a signed lost note affidavit and

indemnity; (b) the absence from the Mortgage File of the original signed

Mortgage, unless there is included in the Mortgage File a certified copy of the

Mortgage as recorded or as sent for recordation, together with a certificate

stating that the original signed Mortgage was sent for recordation, or a copy of

the Mortgage and the related recording information; (c) the absence from the

Mortgage File of the item called for by clause (i) of the definition of Mortgage

File in Section 3; (d) the absence from the Mortgage File of any intervening

assignments required to create an effective assignment to the Trustee on behalf

of the Trust, unless there is included in the Mortgage File a certified copy of

the intervening assignment and a certificate stating that the original

intervening assignments were sent for recordation; (e) the absence from the

Mortgage File of any required original letter of credit, provided that such

Defect may be cured by any substitute letter of credit or cash reserve on behalf

of the related Borrower; or (f) the absence from the Mortgage File of the

original or a copy of any required ground lease.

Any Defect or Breach which causes any Mortgage Loan not to be a

"qualified mortgage" (within the meaning of Section 860G(a) 3) of the Code)

shall be deemed to materially and adversely affect the interest of

Certificateholders therein and the Initial Resolution Period for the affected

Mortgage Loan shall be 90 days following the earlier of (a) notice to Seller of

the discovery of such Defect or Breach by any party to the Pooling and Servicing

Agreement or (b) Seller's discovery of such Defect or Breach (which period shall

not be subject to extension).

If the Seller does not, as required by this Section 7, correct or

cure a Material Breach or a Material Defect in all material respects within the

applicable Initial Resolution Period (as extended pursuant to this Section 7),

or if such Breach or Defect is not capable of being so corrected or cured within

such period, then the Seller shall purchase or substitute for the affected

Mortgage Loan as provided in this Section 7. If (i) any Mortgage Loan is

required to be repurchased or substituted for as provided above, (ii) such

Mortgage Loan is a Crossed Mortgage Loan that is a part of a Mortgage Group (as

defined below) and (iii) the applicable Breach or Defect does not constitute a

Breach or Defect, as the case may be, as to any other Crossed Mortgage Loan in

such Mortgage Group (without regard to this paragraph), then the applicable

Breach or Defect, as the case may be, will be deemed to constitute a Breach or

Defect, as the case may be, as to any other Crossed Mortgage Loan in the

Mortgage Group for purposes of the above provisions, and the Seller will be

required to repurchase or substitute for such other Crossed Mortgage Loan(s) in

the related Mortgage Group in accordance with the provisions of this Section 7

unless the Crossed Mortgage Loan Repurchase Criteria would be satisfied if

Seller were to repurchase or substitute for only the affected Crossed Mortgage

Loans as to which a Material Breach or Material Defect had occurred without

regard to this paragraph, and in the case of either such repurchase or

substitution, all of the other requirements set forth in the Pooling and

Servicing Agreement applicable to a repurchase or substitution, as the case may

be, would be so satisfied. In the event that the Crossed Mortgage Loan

Repurchase Criteria would be so satisfied, the Mortgage Loan Seller may elect

either to repurchase or substitute for only the affected Crossed Mortgage Loan

as to which the Material Defect or Material Breach exists or to repurchase or

substitute for the aggregated Crossed Mortgage Loans. The determination of the

Special Servicer as to whether the Crossed Mortgage Loan Repurchase Criteria

have been satisfied shall be conclusive and binding in the absence of manifest

error. In the event that one or more of such other Crossed Mortgage Loans

satisfy the Crossed Mortgage Loan Repurchase Criteria, the Seller may elect

either to repurchase or substitute for only the affected Crossed Mortgage Loan

as to which the related Breach or Defect exists or to repurchase or substitute

for all of the Crossed Mortgage Loans in the related Mortgage Group. The Seller

shall be responsible for the cost of (and, if so directed by the Special

Servicer, obtaining) any Appraisal required for the Special Servicer to

determine if the Crossed Mortgage Loan Repurchase Criteria have been satisfied,

so long as the scope and cost of such Appraisal has been approved by the Seller

(such approval not to be unreasonably withheld). For purposes of this paragraph,

a "Mortgage Group" is any group of Mortgage Loans identified as a Mortgage Group

on Schedule III to this Agreement.

Notwithstanding the foregoing, if there is a Material Breach or

Material Defect with respect to one or more Mortgaged Properties (but not all of

the Mortgaged Properties) with respect to a Mortgage Loan, the Seller will not

be obligated to repurchase or substitute for the entire Mortgage Loan if the

Mortgaged Loan may, pursuant to the terms of the related Mortgage Loan

Documents, be severed to allow for the repurchase of a portion of the Mortgage

Loan representing the affected Mortgaged Property and the Mortgage Loan

remaining after such severance satisfies the requirements, if any, set forth in

the Mortgage Loan Documents and (i) the Seller provides an opinion of counsel to

the effect that such partial release would not cause an Adverse REMIC Event (as

defined in the Pooling and Servicing Agreement) to occur, (ii) such Seller pays

(or causes to be paid) the applicable release price required under the Mortgage

Loan Documents and, to the extent not reimbursable out of the release price

pursuant to the related Mortgage Loan Documents, any additional amounts

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

the Master Servicer, the Special Servicer, the Trustee or the Trust Fund in

connection therewith, including any unreimbursed advances and interest thereon

made with respect to the Mortgaged Property that is being released, and (iii)

such cure by release of such Mortgaged Property is effected within the time

periods specified for cure of a Material Breach or Material Defect in this

Section 7.

The Purchase Price or Substitution Shortfall Amount for any

repurchased or substituted Mortgage Loan shall be payable to the Depositor or,

subsequent to the assignment of the Mortgage Loans to the Trustee, the Trustee

as its assignee, by wire transfer of immediately available funds to the account

designated by the Depositor or the Trustee, as the case may be, and the

Depositor or the Trustee, as the case may be, upon receipt of such funds (and,

in the case of a substitution, the Mortgage File(s) for the related Qualified

Substitute Mortgage Loans), shall promptly release the related Mortgage File and

Servicer File (and all other documents pertaining to such Mortgage Loan

possessed by the Depositor or the Trustee, as applicable, or on its behalf, but

excluding any draft documents, attorney/client privileged communications and

documents prepared by the Depositor or the Trustee, as applicable, or any of its

Affiliates solely for internal communication) or cause them to be released, to

Seller and shall execute and deliver such instruments of transfer, endorsement

or assignment as shall be necessary to vest in the Seller the legal and

beneficial ownership of such Mortgage Loan (including any property acquired in

respect thereof or proceeds of any insurance policy with respect thereto) and

the related Mortgage Loan Documents and shall deliver to Seller any escrow

payments and reserve funds held by it, or on its behalf, with respect to such

repurchased or replaced Mortgage Loan.

It is understood and agreed that the obligations of the Seller set

forth in this Section 7 to cure, substitute for or repurchase a Mortgage Loan

listed on Schedule II hereto constitute the sole remedies available to the

Depositor and its successors and assigns against Seller respecting any Breach or

Defect affecting such Mortgage Loan.

Section 8. Crossed Mortgage Loans. With respect to any Crossed

Mortgage Loan conveyed hereunder, to the extent that the Seller repurchases or

substitutes for an affected Crossed Mortgage Loan in the manner prescribed above

while the Trustee continues to hold any related Crossed Mortgage Loans, the

Seller and the Depositor (on behalf of its successors and assigns) agree to

modify upon such repurchase or substitution, the related Mortgage Loan Documents

in a manner such that such affected Crossed Mortgage Loan repurchased or

substituted by the Seller, on the one hand, and any related Crossed Mortgage

Loans still held by the Trustee, on the other, would no longer be

cross-defaulted or cross-collateralized with one another; provided, that the

Seller shall have furnished to the Trustee, at the Seller's expense, an opinion

of counsel that such modification shall not cause an Adverse REMIC Event;

provided, further, that if such opinion cannot be furnished, the Seller and the

Depositor hereby agree that such repurchase or substitution of only the affected

Crossed Mortgage Loans, notwithstanding anything to the contrary herein, shall

not be permitted (in which case, the Seller will be obligated to purchase all

Crossed Mortgage Loans). Any reserve or other cash collateral or letters of

credit securing the affected Crossed Mortgage Loans shall be allocated between

such Mortgage Loans in accordance with the Mortgage Loan Documents. All other

terms of the Mortgage Loans shall remain in full force and effect, without any

modification thereof (unless otherwise modified in accordance with the Pooling

and Servicing Agreement).

Section 9. Rating Agency Fees; Costs and Expenses Associated with a

Defeasance. The Seller shall pay all Rating Agency fees associated with an

assumption of a Mortgage Loan to the extent such fees have not been paid by the

related Borrower and such Borrower is not required to pay them under the terms

of the related Mortgage Loan Documents in effect on or before the Closing Date,

the payment of which fees shall constitute the sole remedy of any breach by a

Seller of representation (xxviii)(1) set forth on Exhibit A hereto. The Seller

shall pay all reasonable costs and expenses associated with a defeasance of a

Mortgage Loan to the extent such costs and expenses have not been paid by the

related Borrower and such Borrower is not required to pay them under the terms

of the related Mortgage Loan Documents in effect on or before the Closing Date,

the payment of which fees shall constitute the sole remedy of any breach by a

Seller of representation (liv)(F) set forth on Exhibit A hereto.

Section 10. Representations and Warranties of Depositor. Depositor

hereby represents and warrants to Seller as of the date hereof, as follows:

(a) Depositor is duly organized and is validly existing as a

corporation in good standing under the laws of the State of Delaware, with full

corporate power and authority to own its assets and conduct its business as it

is conducted, and is duly qualified as a foreign corporation in good standing in

all jurisdictions in which the ownership or lease of its property or the conduct

of its business requires such qualification (except where the failure to qualify

would not have a materially adverse effect on the consummation of any

transactions contemplated by this Agreement).

(b) The execution and delivery by Depositor of this Agreement and

the performance of Depositor's obligations hereunder are within the corporate

power of Depositor and have been duly authorized by Depositor and neither the

execution and delivery by Depositor of this Agreement nor the compliance by

Depositor with the provisions hereof, nor the consummation by Depositor of the

transactions contemplated by this Agreement, will (i) conflict with or result in

a breach of, or constitute a default under, the certificate of incorporation or

by-laws of Depositor or, after giving effect to the consents or taking of the

actions contemplated by clause (ii) of this paragraph (b), any of the provisions

of any law, governmental rule, regulation, judgment, decree or order binding on

Depositor or its properties, or any of the provisions of any material indenture

or mortgage or any other material contract or other instrument to which

Depositor is a party or by which it is bound or result in the creation or

imposition of any lien, charge or encumbrance upon any of its properties

pursuant to the terms of any such indenture, mortgage, contract or other

instrument or (ii) require the consent of, notice to or any filing with any

person, entity or governmental body, which has not been obtained or made by

Depositor, except where, in any of the instances contemplated by clause (i)

above or this clause (ii), the failure to do so will not have a material and

adverse effect on the consummation of any transactions contemplated by this

Agreement.

(c) This Agreement has been duly executed and delivered by Depositor

and this Agreement constitutes a legal, valid and binding instrument,

enforceable against Depositor in accordance with its terms, subject, as to the

enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,

moratorium and other laws affecting the rights of creditors generally and to

general principles of equity and the discretion of the court (regardless of

whether enforcement of such remedies is considered in a proceeding in equity or

at law) and, as to rights of indemnification hereunder, subject to limitations

of public policy under applicable securities laws.

(d) There is no litigation, charge, investigation, action, suit or

proceeding by or before any court, regulatory authority or governmental agency

or body pending or, to the knowledge of Depositor, threatened against Depositor

the outcome of which could be reasonably expected to materially and adversely

affect the consummation of any transactions contemplated by this Agreement.

Section 11. Survival of Certain Representations, Warranties and

Covenants. The respective representations and warranties set forth in or made

pursuant to this Agreement, and the respective obligations of the parties hereto

under Sections 7 and 9 of this Agreement, will remain in full force and effect,

regardless of any investigation or statement as to the result thereof made by or

on behalf of any party and will survive payment for the various transfers

referred to herein and delivery of the Certificates or termination of this

Agreement.

Section 12. Transaction Expenses. Whether or not this Agreement is

terminated, both the Depositor and the Seller agree to pay the transaction

expenses incurred in connection with the transactions herein contemplated as set

forth in the Closing Statement.

Section 13. Recording Costs. Seller agrees to reimburse the Trustee

or its designee all recording and filing fees and expenses incurred by the

Trustee or its designee in connection with the recording or filing of the

Mortgage Loan Documents listed in Section 3 of this Agreement, including

Assignments. In the event Seller elects to engage a third party contractor to

prepare, complete, file and record Assignments with respect to Mortgage Loans as

provided in Section 3 of this Agreement, Seller shall contract directly with

such contractor and shall be responsible for such contractor's compensation and

reimbursement of recording and filing fees and other reimbursable expenses

pursuant to their agreement.

Section 14. Notices. All demands, notices and communications

hereunder shall be in writing and shall be deemed to have been duly given if

personally delivered to or mailed, by registered mail, postage prepaid, by

overnight mail or courier service, or transmitted by facsimile and confirmed by

similar mailed writing, if to the Depositor, addressed to the Depositor at 11

Madison Avenue, 5th Floor, New York, New York 10010, Attention: Edmund Taylor,

Telecopy No.: (212) 743-4756 (with a copy to Casey McCutcheon, Esq., Legal &

Compliance Department, Telecopy No.: (917) 326-8433, or such other address or

telecopy number as may be designated by the Depositor to the Seller in writing,

or, if to the Seller, addressed to the Seller at 3414 Peachtree Road, N.E.,

Suite 1140, Atlanta, Georgia 30326, Attention: Robert Barnes, Telecopy No.:

(404) 239-0419, or such other address or telecopy number as may be designated by

the Seller to the Depositor in writing.

Section 15. Examination of Mortgage Files. Upon reasonable notice,

Seller, prior to the Closing Date, will make the Mortgage Files available to

Depositor or its agent for examination during normal business hours at Seller's

offices or such other location as shall otherwise be agreed upon by Depositor

and Seller. The fact that Depositor or its agent has conducte