MORTGAGE LOAN PURCHASE AGREEMENT

Mortgage Loan Purchase Agreement

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KEYBANK NATIONAL ASSOCIATION | COLUMN FINANCIAL, INC. | CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

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Title: MORTGAGE LOAN PURCHASE AGREEMENT
Governing Law: New York Date: 3/26/2004

MORTGAGE LOAN PURCHASE AGREEMENT, Parties: keybank national association , column financial inc. , credit suisse first boston mortgage securities corp.

Exhibit 4.3

<PAGE>

EXECUTION VERSION

==============================================================================

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

(Depositor)

and

COLUMN FINANCIAL, INC.

(Seller)

and

KEYBANK NATIONAL ASSOCIATION

(Additional Party)

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

MORTGAGE LOAN PURCHASE AGREEMENT

Dated as of February 26, 2004

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

==============================================================================

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<TABLE>

TABLE OF CONTENTS

Page

----

Section 1. Agreement to Purchase......................................................................2

Section 2. Conveyance of Mortgage Loans...............................................................3

Section 3. Depositor's Conditions to Closing..........................................................8

Section 4. Seller's Conditions to Closing.............................................................9

Section 5. Representations and Warranties of Additional Party........................................10

Section 6. Obligations of Additional Party...........................................................12

Section 7. Crossed Mortgage Loans....................................................................15

Section 8. Representations and Warranties of Seller..................................................15

Section 9. Representations and Warranties of Depositor...............................................18

Section 10. Survival of Certain Representations, Warranties and Covenants.............................19

Section 11. Transaction Expenses......................................................................19

Section 12. Recording Costs and Expenses..............................................................19

Section 13. Notices...................................................................................19

Section 14. Examination of Mortgage Files.............................................................20

Section 15. Successors................................................................................20

Section 16. Governing Law.............................................................................21

Section 17. Severability..............................................................................21

Section 18. Further Assurances........................................................................21

Section 19. Counterparts..............................................................................21

Section 20. Treatment as Security Agreement...........................................................21

Section 21. Recordation of Agreement..................................................................22

Schedule I Schedule of Transaction Terms

Schedule II Mortgage Loan Schedule

Schedule III Mortgage Loans Constituting Mortgage Groups

Schedule IV Mortgage Loans with Lost Notes

Schedule V Exceptions to Seller's Representations and Warranties

Exhibit A Representations and Warranties Regarding the Mortgage Loans

Exhibit B Form of Lost Note Affidavit

-i-

</TABLE>

<PAGE>

MORTGAGE LOAN PURCHASE AGREEMENT

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

of February 26, 2004, is made by and between Column Financial, Inc., a

Delaware corporation ("Column"), as seller (in such capacity, together with

its successors and permitted assigns hereunder, "Seller"), and Credit Suisse

First Boston Mortgage Securities Corp., a Delaware corporation ("CSFB Mortgage

Securities"), as purchaser (in such capacity, together with its successors and

permitted assigns hereunder, "Depositor"), and KeyBank National Association, a

national banking association ("KeyBank"), as an additional party (in such

capacity, together with its successors and permitted assigns hereunder,

"Additional Party").

RECITALS

I. Capitalized terms used herein without definition have the

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

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

defined therein, in the Pooling and Servicing Agreement specified on such

Schedule of Transaction Terms.

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

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

Seller the mortgage loans identified on the schedule (the "Mortgage Loan

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

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

the Mortgage Loans and other assets into a trust fund (the "Trust Fund")

created pursuant to the Pooling and Servicing Agreement and to cause the

issuance of the Certificates.

III. Column acquired all of the Mortgage Loans from KeyBank in

December 2003. In connection with its sale of the Mortgage Loans to Column,

KeyBank agreed to make certain representations and warranties with respect to

the Mortgage Loans, and to cause the delivery of certain documents with

respect to the Mortgage Loans, to any person or entity that acquired the

Mortgage Loans from Column, in accordance with the terms and provisions of the

mortgage loan purchase agreement whereby Column acquired the Mortgage Loans

from KeyBank. In satisfaction of its agreement with Column, KeyBank, as

Additional Party, is making the representations and warranties in this

Agreement, and delivering or causing the delivery of the documents required by

this Agreement, with respect to the Mortgage Loans.

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, Seller and Additional Party agree as follows:

<PAGE>

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

to the Closing Date, with the reasonable cooperation of Seller, Additional

Party shall have delivered the Mortgage Files with respect to each of the

Mortgage Loans listed in the Mortgage Loan Schedule to Wells Fargo Bank, N.A.

as trustee (the "Trustee") or its designee, against receipt by Additional

Party of a written receipt, pursuant to an arrangement between Additional

Party and the Trustee; provided, however, that Additional Party shall pay (or

cause the related Borrower to pay) any costs of the assignment or amendment of

each letter of credit described under said item (xvi) required in order for

the Trustee to draw on such letter of credit pursuant to the terms of the

Pooling and Servicing Agreement and, with the reasonable cooperation of

Seller, shall deliver or cause the delivery of the related assignment or

amendment documents within thirty (30) days after the Closing Date. In

addition, prior to such assignment or amendment of a letter of credit, with

the reasonable cooperation of Seller, Additional Party will take all necessary

steps to enable the applicable Master Servicer to draw on the related letter

of credit on behalf of the Trustee pursuant to the terms of the Pooling and

Servicing Agreement, including, if necessary, drawing on the letter of credit

in its own name pursuant to written instructions to draw from the applicable

Master Servicer and upon receipt, immediately remitting the proceeds of such

draw (or causing such proceeds to be remitted) to the applicable Master

Servicer.

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

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

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

Certificates 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 Sidley Austin Brown & Wood LLP, 787 Seventh Avenue, New

York, New York 10019, or such other location as agreed upon between the

parties hereto. On the Closing Date, the following actions shall take place in

sequential order on the terms set forth herein:

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

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

the Mortgage Loan Purchase Price payable in accordance with instructions

previously provided to Depositor by Seller. The Mortgage Loan Purchase

Price shall be paid by Depositor to Seller or at its direction by wire

transfer in immediately available funds to an account designated by

Seller on or prior to the Closing Date. The "Mortgage Loan Purchase

Price" shall be the price mutually agreed upon as such in writing between

Depositor and Seller.

(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.

<PAGE>

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

Seller shall sell, convey, assign and transfer, subject to any related

servicing rights of any applicable Master Servicer under, and/or any

applicable Primary Servicer contemplated by, the Pooling and Servicing

Agreement, 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 prepayment premiums received on or with respect to the Mortgage

Loans after the Cut-off Date, other than any such payments of interest or

principal or prepayment premiums that were due on or prior to the Cut-off

Date. The Mortgage File for each Mortgage Loan shall contain the following

documents on a collective basis:

(i) the original Note (or with respect to those Mortgage Loans

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

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

bearing, or accompanied by, all prior and intervening endorsements or

assignments showing a complete chain of endorsement or assignment from

the Mortgage Loan Originator either in blank or to Seller, and further

endorsed (at the direction of Depositor given pursuant to this Agreement)

by Seller (or, if appropriate, Additional Party), on its face or by

allonge attached thereto, without recourse, either in blank or to the

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

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

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

Certificates, Series 2004-C1, without recourse, representation or

warranty, express or implied";

(ii) a duplicate original Mortgage or a counterpart thereof or,

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

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

applicable recording office, and originals or counterparts (or originals,

certified copies or copies from the applicable recording office) of any

intervening assignments thereof from the Mortgage Loan Originator to

Seller, in each case in the form submitted for recording or, if recorded,

with evidence of recording indicated thereon;

(iii) an original assignment of the Mortgage, in recordable

form (except for any missing recording information and, if applicable,

completion of the name of the assignee), from Seller (or, if appropriate,

Additional Party) 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-C1";

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

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

the originals, counterparts or copies of any intervening assignments

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

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

of recording thereon;

(v) an original assignment of any related Assignment of Leases

(if such item is a document separate from the Mortgage), in recordable

form (except for any missing recording information and, if applicable,

completion of the name of the assignee), from Seller (or, if

<PAGE>

appropriate, Additional Party), 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-C1";

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

Security Agreement (if such item is a document separate from the

Mortgage), and the originals or copies of any intervening assignments

thereof from the Mortgage Loan Originator to Seller;

(vii) an original assignment of any related Security Agreement

(if such item is a document separate from the Mortgage), from Seller (or,

if appropriate, Additional Party) 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-C1," which assignment may be included as part

of an omnibus assignment covering other documents relating to the

Mortgage Loan (provided that such omnibus assignment is effective under

applicable law);

(viii) originals or copies of all (A) assumption agreements,

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

agreements, together with any evidence of recording thereon or in the

form submitted for recording, in those instances where the terms or

provisions of the Mortgage, Note or any related security document have

been modified or the Mortgage Loan has been assumed;

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

thereof (together with all endorsements or riders that were issued with

or subsequent to the issuance of such policy), or if the policy has not

yet been issued, the original or a copy of a binding written commitment

(which may be a pro forma or specimen title insurance policy which has

been accepted or approved in writing by the related title insurance

company) or 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;

(x) the original or a counterpart of any guaranty of the

obligations of the Borrower under the Mortgage Loan;

(xi) UCC acknowledgement, certified or other copies of all UCC

Financing Statements and continuation statements which show the filing or

recording thereof (including the filing number or other similar filing

information) or, alternatively, or other evidence of filing or recording

(including the filing number or other similar filing information)

acceptable to the Trustee (including, without limitation, evidence of

such filed or recorded UCC Financing Statement as shown on a written UCC

search report from a reputable search firm, such as Corporation Service

Company, CT Corporation System and the like or printouts of on-line

confirmations from such UCC filing or recording offices or authorized

agents thereof), sufficient to perfect (and maintain the perfection of)

the security interest held by the Mortgage Loan Originator (and each

assignee of record prior to the Trustee) in and to the personalty of the

Borrower at the Mortgaged Property, and original UCC Financing Statement

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

assign each such UCC Financing Statement to the Trustee;

<PAGE>

(xii) the original or copy of the power of attorney (with

evidence of recording thereon) granted by the Borrower if the Mortgage,

Note or other document or instrument referred to above was not signed by

the Borrower;

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

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

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

similar agreement relating to such other debt, if any, including any

mezzanine loan documents or preferred equity documents, and a copy of the

promissory note relating to such other debt (if such other debt is also

secured by the related Mortgage);

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

Accounts, an original or copy of any related account control agreement;

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

separate from the related Mortgage), and an original or copy of any

related Lock-Box Agreement or Cash Collateral Account Agreement (if

separate from the related Mortgage and Loan Agreement);

(xvi) the originals and copies of letters of credit, if any,

relating to the Mortgage Loans and amendments thereto which entitles the

Trust to draw thereon;

(xvii) any related environmental insurance policy and any

environmental guarantee or indemnity agreement or copies thereof;

(xviii) the original or a copy of the ground lease and ground

lease estoppels, if any, and any amendments, modifications or extensions

thereto, if any, or certified copies thereof;

(xix) the original or copy of any property management

agreement;

(xx) copies of franchise agreements and franchisor comfort

letters, if any, for hospitality properties and any applicable

transfer/assignment documents; and

(xxi) a checklist of the documents included in the subject

Mortgage File.

Notwithstanding the foregoing, in the event that, in connection

with any Mortgage Loan, Additional Party (with reasonable cooperation of

Seller) cannot deliver, or cause to be delivered, an original, counterpart or

certified copy, as applicable, of any of the documents and/or instruments

required to be delivered pursuant to clauses (ii), (iv), (viii), (xi) (other

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

accordance with the transfer contemplated by this Agreement) and (xii) of the

last sentence of the first paragraph of this Section 3, with evidence of

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

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

instrument has been delivered for recordation or filing, Additional Party with

reasonable cooperation of Seller: (i) shall deliver, or cause to be delivered,

to the Trustee or its designee a duplicate original or true copy of such

document or instrument certified by the applicable public recording or filing

office, the applicable title insurance company or Additional Party 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 or its designee either the original of such non-delivered document

or instrument, or a photocopy thereof (certified by the appropriate public

recording or filing

<PAGE>

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 after the Closing Date, which period may be extended up to two times, in

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

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

good faith attempting to obtain from the appropriate recording or filing

office such original or photocopy). Compliance with this paragraph will

satisfy Additional Party's delivery requirements under this Section 3 with

respect to the subject document(s) and instrument(s).

Notwithstanding the foregoing, in the event that, in connection

with any Mortgage Loan, Additional Party cannot deliver, or cause to be

delivered, an original, counterpart or certified copy, as applicable, of any

of the documents and/or instruments required to be delivered pursuant to

clauses (ii), (iv), (viii), (xi) (other than assignments of UCC Financing

Statements to be recorded or filed in accordance with the transfer

contemplated by this Agreement) and (xii) of the last sentence of the first

paragraph of this Section 3, with evidence of recording or filing thereon for

any other reason, including without limitation, that such non-delivered

document or instrument has been lost, the delivery requirements of this

Agreement shall be deemed to have been satisfied and such non-delivered

document or instrument shall be deemed to have been included in the related

Mortgage File if a photocopy of such non-delivered document or instrument

(with evidence of recording or filing thereon and certified by the appropriate

recording or filing office to be a true and complete copy of the original

thereof as filed or recorded) is delivered to the Trustee or its designee on

or before the Closing Date.

Notwithstanding the foregoing, in the event that Additional Party

(with reasonable cooperation of Seller) cannot deliver or cause to be

delivered any UCC Financing Statement assignment with the filing or recording

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 or recording office where such UCC Financing

Statement has been delivered for filing or recording, Additional Party shall

so notify the Trustee or its designee and shall not be in breach of its

obligations with respect to such delivery, provided that Additional Party

promptly forwards or causes to be forwarded such UCC Financing Statement to

the Trustee or its designee upon its return, together with the related

original UCC Financing Statement assignment in a form appropriate for filing

or recording.

Notwithstanding the foregoing, Additional Party 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

(iii), (v), and (xi) of the last sentence of the first paragraph of this

Section 3 (collectively, the "Assignments"), to submit those 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. However, in the event Additional Party engages a

third-party contractor as contemplated in the immediately preceding sentence,

the rights, duties and obligations of Additional Party pursuant to this

Agreement remain binding on Additional Party; and, if Additional Party does

not engage a third party as contemplated by the immediately preceding

sentence, then Additional Party will still be liable for recording and filing

fees and expenses of the Assignments as and to the extent contemplated by

Section 13 hereof.

<PAGE>

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

Party (with reasonable cooperation of Seller) shall deliver, or cause to be

delivered, the Servicer Files with respect to each of the Mortgage Loans to

the applicable Master Servicer (or, if applicable, to a Sub-Servicer (with a

copy to the applicable Master Servicer) at the direction of the applicable

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

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

File shall contain all documents and records in Additional Party's (or, if

previously delivered by Additional Party to Seller, in Seller's) possession

relating to such applicable Mortgage Loans (including reserve and escrow

agreements, cash management agreements, lockbox agreements, financial

statements, operating statements and any other information provided by the

respective Borrower from time to time, but excluding any documents and other

writings not enumerated in this parenthetical that have been prepared by

Additional Party or any of its Affiliates solely for internal credit analysis

or other internal uses or any attorney-client privileged communication) 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.

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.

Additional Party 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 Additional Party, Seller or any other name, to be transferred to

or at the direction of the applicable Master Servicer (or, if applicable, to a

Sub-Servicer at the direction of the applicable Master Servicer).

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

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

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

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

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

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

collected after the Cut-off Date, together with the accompanying interest

payments, shall belong to Seller.

Upon the sale of the Mortgage Loans from Seller to Depositor

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

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

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

Loan prepared by or which come into the possession of Additional Party or

Seller as seller of the Mortgage Loans hereunder, exclusive in each case of

documents prepared by Additional Party or any of its Affiliates solely for

internal credit analysis or other internal uses or any attorney-client

privileged communication, 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

<PAGE>

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

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

applicable Master Servicer into the Collection Account.

Upon the 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 Depositor, as provided herein, as a sale of the

Mortgage Loans to Depositor in exchange for the consideration specified in

Section 2 hereof. In connection with the foregoing, 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). Seller shall at all times following the Closing Date cause all of its

records and financial statements and any relevant consolidated financial

statements of any direct or indirect parent to clearly reflect that the

Mortgage Loans have been transferred to Depositor and are no longer available

to satisfy claims of Seller's creditors.

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

provided herein, neither Additional Party nor Seller shall take any action

inconsistent with Depositor's ownership (or the ownership by any of

Depositor's assignees) of the Mortgage Loans. Except for actions that are the

express responsibility of another party hereunder or under the Pooling and

Servicing Agreement, and further except for actions that either Additional

Party or Seller is expressly permitted to complete subsequent to the Closing

Date, each of Additional Party and 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) The obligations of each of Seller and Additional Party 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 each of Seller

and Additional Party under this Agreement (subject to the exceptions set forth

in the Exception Report) shall be true and correct in all material respects as

of the Closing Date; no event shall have occurred with respect to either of

Seller and Additional Party 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 and Additional

Party, respectively.

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

Depositor's attorneys or other designee, shall have received in escrow, all of

the following closing documents, in such forms as are agreed upon and

reasonably acceptable to Depositor, Seller and Additional Party, duly executed

by all signatories other than Depositor, as required pursuant to the

respective terms thereof:

(i) the Mortgage Files, subject to the provisos of Section 1 of

this Agreement, which shall have been delivered to and held by the

Trustee or its designee on behalf of Seller; ---------

(ii) the Mortgage Loan Schedule;

<PAGE>

(iii) the certificate of Additional Party confirming its

representations and warranties set forth in Section 6(a) (subject to the

exceptions set forth in the Exception Report) ------------ as of the

Closing Date;

(iv) the certificate of Seller confirming its representations

and warranties set forth in Section 9; ---------

(v) an opinion or opinions of each of Additional Party's

counsel and Seller's counsel, respectively, dated the Closing Date,

covering various corporate matters and such other matters as shall be

reasonably required by Depositor;

(vi) such other certificates of each of Additional Party's and

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

(vii) all other information, documents, certificates, or

letters with respect to the Mortgage Loans or Additional Party, Seller

and their respective Affiliates as are reasonably requested by Depositor

in order for Depositor to perform any of it obligations or satisfy any of

the conditions on its part to be performed or satisfied pursuant to any

sale of Mortgage Loans by Depositor as contemplated herein.

complied with all other terms and conditions of this Agreement which it is

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

ability to perform or comply with all duties, obligations, provisions and

terms which it is required to perform or comply with after the Closing.

(d) Seller (or, if appropriate, Additional Party) 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 Additional Party, any Mortgage

Loan Documents required to be recorded and any intervening assignments with

evidence of recording thereon that are required to be included in the Mortgage

Files. Seller and Additional Party shall each reasonably cooperate with the

Trustee and the Special Servicer in connection with any additional powers or

revisions thereto that are requested by such parties.

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

Seller under this Agreement shall be subject to the satisfaction, on the

Closing Date, of the following conditions:

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

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

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

all of the representations and warranties of Depositor under this Agreement

shall be true and correct in all material respects as of the Closing Date; and

no event shall have occurred with respect to Depositor which, with notice or

the passage of time, would constitute a material default under this Agreement,

and Seller shall have received certificates to that effect signed by

authorized officers of Depositor.

<PAGE>

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

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

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

required pursuant to the respective terms thereof:

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

Closing Date, with the resolutions of Depositor authorizing the

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

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

Depositor; and

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

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

evidence fulfillment of the conditions set forth in this Agreement as

Seller or its counsel may reasonably request.

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 Additional Party.

(a) Additional Party represents and warrants to Depositor and

Seller as of the date hereof, as follows:

(i) Additional Party is a national banking association duly

organized, validly existing and in good standing under the laws of the

United States.

(ii) The execution and delivery by Additional Party of, and the

performance by Additional Party under, this Agreement, and the

consummation by Additional Party of the transactions herein contemplated,

will not: (a) violate Additional Party's organizational documents; or (b)

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

indenture, agreement or other instrument to which Additional Party is a

party or by which it is bound or which is applicable to it or any of its

assets, which default or breach, in Additional Party's good faith and

reasonable judgment, is likely to affect materially and adversely either

the ability of Additional Party to perform its obligations under this

Agreement or the financial condition of Additional Party.

(iii) Additional Party has full power and authority to enter

into and perform under this Agreement, has duly authorized the execution,

delivery and performance of this Agreement, and has duly executed and

delivered this Agreement.

(iv) Assuming due authorization, execution and delivery hereof

by the other parties hereto, this Agreement constitutes a valid, legal

and binding obligation of Additional Party, enforceable against

Additional Party in accordance with the terms hereof, subject to (A)

applicable bankruptcy, fraudulent transfer, insolvency, reorganization,

moratorium and other laws affecting the enforcement of creditors' rights

generally, and (B) 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.

<PAGE>

(v) Additional Party is not in violation of, and its execution

and delivery of this Agreement and its performance under and compliance

with the terms hereof will not constitute a violation of, any law, any

order or decree of any court or arbiter, or any order, regulation or

demand of any federal, state or local governmental or regulatory

authority, which violation, in Additional Party's good faith and

reasonable judgment, is likely to affect materially and adversely either

the ability of Additional Party to perform its obligations under this

Agreement or the financial condition of Additional Party.

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

the best of Additional Party's knowledge, threatened against Additional

Party which, if determined adversely to Additional Party, would prohibit

Additional Party from entering into this Agreement or, in Additional

Party's good faith and reasonable judgment, would be likely to affect

materially and adversely either the ability of Additional Party to

perform its obligations hereunder or the financial condition of

Additional Party.

(vii) No consent, approval, authorization or order of, or

filing or registration with, any state or federal court or governmental

agency or body is required for the consummation by Additional Party of

the transactions contemplated herein, except for those consents,

approvals, authorizations and orders that previously have been obtained

and those filings and registrations that previously have been completed,

and except for those filings and recordings of Mortgage Loan Documents

and assignments thereof that are contemplated by the Pooling and

Servicing Agreement to be completed after the Closing Date.

(viii) The representations and warranties contained in Exhibit

A hereto, subject to the exceptions to such representations and

warranties set forth on Schedule V hereto, are true and correct in all

material respects as of the date hereof with respect to the Mortgage

Loans identified on Schedule II.

(b) Additional Party 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 (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.

<PAGE>

Section 7. Obligations of Additional Party. Each of the

representations and warranties contained in or required to be made by

Additional Party 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 Additional Party pursuant to Section 6 of this

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

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

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

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

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

Holders of the Certificates, notwithstanding (1) any restrictive or qualified

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

of Leases or (2) any termination of this Agreement prior to the Closing, but

shall not inure to the benefit of any subsequent transferee thereafter.

If Additional Party receives notice of a breach of any of the

representations or warranties made by Additional Party with respect to the

Mortgage Loans (subject to the exceptions to such representations and

warranties set forth in the Exception Report), as of the date hereof in

Section 6(a)(viii) or as of the Closing Date pursuant to Section 4(b)(iii) or,

in the case of 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 (or its designee's) possession

within the time period required herein or (b) such document has not been

properly executed or is otherwise defective on its face (clause (a) and clause

(b) each, a "Defect" (which term shall include the "Defects" detailed in the

immediately following paragraph) in the related Mortgage File), and if such

Breach or Defect, as the case may be, materially and adversely affects, or is

deemed hereby to materially and adversely affect, the value of any Mortgage

Loan or any successor REO Loan with respect thereto or the interests of the

Holders of any Class of Certificates (in which case such Breach or Defect

shall be a "Material Breach" or a "Material Defect", as applicable), then

Additional Party shall, upon written request of Depositor, the Trustee, the

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

90 days after the receipt by Additional Party of such written request (subject

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

such Breach or Defect in all material respects; (ii) repurchase the affected

Mortgage Loan at the applicable Purchase Price (as defined in the Pooling and

Servicing Agreement); or (iii) substitute, in accordance with the Pooling and

Servicing Agreement, one or more Qualified Substitute Mortgage Loans (as

defined in the Pooling and Servicing Agreement) for such affected Mortgage

Loan (provided that in no event shall any substitution occur later than the

second anniversary of the Closing Date) and pay the applicable Master Servicer

for deposit into the applicable 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) Additional Party has commenced and is

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

within the Initial Resolution Period and (iv) Additional Party has delivered

to the Rating Agencies, the applicable Master Servicer, the applicable 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 additional 90-day period, then

Additional

<PAGE>

Party shall have an additional 90 days to cure such Material Defect or

Material Breach. If any Breach pertains to a representation or warranty that

the related Mortgage Loan Documents or any particular Mortgage Loan Document

requires the related Borrower to bear the costs and expenses associated with

any particular action or matter under such Mortgage Loan Document(s), then

Additional Party shall cure such Breach within the Initial Resolution Period

by reimbursing the Trust Fund (by wire transfer of immediately available

funds) the reasonable amount of any such costs and expenses incurred by

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

the Trust Fund that are the basis of such Breach and have not been reimbursed

by the related Borrower; provided, however, that in the event any such costs

and expenses exceed $10,000, Additional Party shall have the option to either

repurchase the related Mortgage Loan at the applicable Purchase Price or pay

such costs and expenses. Except as provided in the proviso to the immediately

preceding sentence, Additional Party shall remit the amount of such costs and

expenses and upon its making such remittance, Additional Party shall be deemed

to have cured such Breach in all respects. With respect to any repurchase of a

Mortgage Loan hereunder or any substitution of one or more Qualified

Substitute Mortgage Loans for a Mortgage Loan hereunder, (A) no such

substitution may be made in any calendar month after the Determination Date

for such month; (B) scheduled payments of principal and interest due with

respect to the Qualified Substitute Mortgage Loan(s) after the month of

substitution, and scheduled payments of principal and interest due with

respect to each Mortgage Loan being repurchased or replaced after the related

Cut-off Date and received by the applicable Master Servicer or the applicable

Special Servicer on behalf of the Trust on or prior to the related date of

repurchase or substitution, shall be part of the Trust Fund; and (C) scheduled

payments of principal and interest due with respect to such Qualified

Substitute Mortgage Loan(s) during or prior to the month of substitution, and

scheduled payments of principal and interest due with respect to each Mortgage

Loan being repurchased or replaced and received by the applicable Master

Servicer or the applicable Special Servicer on behalf of the Trust after the

related date of repurchase or substitution, shall not be part of the Trust

Fund, and Additional Party (or, if applicable, any person effecting the

related repurchase or substitution in the place of Additional Party) shall be

entitled to receive such payments promptly following receipt by the applicable

Master Servicer or the applicable Special Servicer, as applicable, under the

Pooling and Servicing Agreement.

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

be deemed to have a "Material Defect": (a) the absence from the Mortgage File

of the original signed Note, unless the Mortgage File contains a signed lost

note affidavit and indemnity; (b) the absence from the Mortgage File of the

original signed Mortgage, unless there is included in the Mortgage File a

certified copy of the Mortgage as recorded or as sent for recordation,

together with a certificate stating that the original signed Mortgage was sent

for recordation, or a copy of the Mortgage and the related recording

information; (c) the absence from the Mortgage File of the item called for by

clause (ix) of the last sentence of the first paragraph of Section 3 hereof;

(d) the absence from the Mortgage File of any intervening assignments required

to create an effective assignment to the Trustee on behalf of the Trust,

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

intervening assignment as recorded or as sent for recordation, together with a

certificate stating that the original intervening assignment was sent for

recordation, or a copy of the intervening assignment and the related recording

information; or (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; provided that clauses (b) through (f) of this sentence

shall not apply to the Mayfair Mall Mortgage Loan or the Stanford Shopping

Center Mortgage Loan. In addition, Additional Party shall cure any Defect

described

<PAGE>

in clause (b), (c), (e) or (f) of the immediately preceding sentence as

required in Section 2.02(b) of the Pooling and Servicing Agreement.

Notwithstanding anything herein to the contrary, the failure to include a

document checklist in a Mortgage File shall in no event constitute a Material

Defect.

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

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

shall be deemed a "Material Defect" or "Material Breach", as applicable, and

the Initial Resolution Period for the affected Mortgage Loan shall be 90 days

following the earlier of Additional Party's receipt of notice pursuant to this

Section 7 or its discovery of such Defect or Breach (which period shall not be

subject to extension).

If Additional Party does not, as required by this Section 7,

correct or cure a Material Breach or a Material Defect in all material

respects within the applicable Initial Resolution Period (as extended pursuant

to this Section 7), or if such Material Breach or Material Defect is not

capable of being so corrected or cured within such period, then Additional

Party shall repurchase or substitute for the affected Mortgage Loan as

provided in this Section 7. If (i) any Mortgage Loan is required to be

repurchased or substituted for as provided above, (ii) such Mortgage Loan is a

Crossed 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 Additional Party 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 such other Crossed Mortgage Loans satisfy the Crossed

Mortgage Loan Repurchase Criteria (as defined in the Pooling and Servicing

Agreement) and Additional Party can satisfy all other criteria for

substitution or repurchase of the affected Mortgage Loan(s) set forth in the

Pooling and Servicing Agreement. In the event that one or more of such other

Crossed Mortgage Loans satisfy the Crossed Mortgage Loan Repurchase Criteria,

Additional Party 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. Additional Party shall be responsible for the cost of

any Appraisal required to be obtained by the applicable Master 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 Additional Party (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, Additional Party

will not be obligated to repurchase or substitute for the Mortgage Loan if the

affected Mortgaged Property may be released pursuant to the terms of any

partial release provisions in the related Mortgage Loan Documents and the

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

in the Mortgage Loan Documents and (i) Additional Party 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)

Additional Party 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

<PAGE>

amounts necessary to cover all reasonable out-of-pocket expenses reasonably

incurred by the applicable Master Servicer, the applicable 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 Depositor or,

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

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

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

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

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

Qualified Substitute Mortgage Loans(s)), shall promptly release the related

Mortgage File and Servicer File or cause them to be released, to Additional

Party and shall execute and deliver such instruments of transfer or assignment

as shall be necessary to vest in Additional Party 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

AGREEMENTS / CONTRACTS

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