___ COMMERCIAL MORTGAGE TRUST 200_-C_

                               $__________________
          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 200_-C_

      [CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-SB, CLASS A-4, CLASS A-1A,
                            CLASS A-MFL, CLASS A-MFX,
      CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS XP]


                             UNDERWRITING AGREEMENT

                                                          as of __________, 200_

Citigroup Global Markets Inc.          ___________________________
388 Greenwich Street                   ___________________________
New York, New York 10013               ___________________________
Attention:  Paul Vanderslice           Attention:_________________


___________________________            ___________________________
___________________________            ___________________________
___________________________            ___________________________
Attention:_________________            Attention:_________________


___________________________            ___________________________
___________________________            ___________________________
___________________________            ___________________________
Attention:_________________            Attention:_________________


___________________________
___________________________
___________________________
Attention:_________________


Ladies and Gentlemen:

            Citigroup Commercial Mortgage Securities Inc., a Delaware
corporation ("CCMS"), proposes to sell to Citigroup Global Markets Inc.
("CGMI"), ______________ ("____"),______________ ("____"),______________
("____"),______________, Inc. ("____"),______________ (" ____") and
______________ ("____" and, collectively with ____, ____, ____, ____, ____ and
____, the "Underwriters"), pursuant to this Underwriting Agreement (this
"Agreement"), the classes of commercial mortgage pass-through certificates, that
are identified on Schedule I hereto (collectively, the "Registered
Certificates"), each having the initial aggregate stated principal amount (the
initial "Class Principal Balance") or notional amount (the initial "Class
Notional Amount") set forth on Schedule I. The Registered Certificates, together
with the other classes of commerical mortgage pass-through certificates of the
same series (collectively, the "Private Certificates" and, collectively with the
Registered Certificates, the "Certificates"), evidence the entire beneficial
ownership interest in the assets of a




trust to be created by CCMS (such trust, the "Trust" and such assets
collectively, the "Trust Fund"). The Trust Fund consists primarily of
multifamily and commercial mortgage loans (the "Mortgage Loans") that will have,
as of the Cut-off Date (as defined below), after taking into account all
payments of principal due on the Mortgage Loans on or before the Cut-off Date,
whether or not received, an aggregate principal balance of approximately $
______________ (subject to a variance of plus or minus 5.0%). As used in this
Agreement, "Cut-off Date" shall mean, individually and collectively, as the
context may require: with respect to each Mortgage Loan that has a Due Date in
____ 200__, the related Due Date of such Mortgage Loan in _________ 200_; and
with respect to each Mortgage Loan having its first Due Date in _________ 200_,
_________, 200_.

            CCMS intends to sell the Private Certificates to CGMI and ____
pursuant to a certificate purchase agreement dated as of the date hereof (the
"Certificate Purchase Agreement"), between CCMS, CGMI and ____.

            Certain of the Mortgage Loans will be acquired by CCMS from
Citigroup Global Markets Realty Corp. ("CGMRC" and such Mortgage Loans, the
"CGMRC Mortgage Loans"), pursuant to a mortgage loan purchase agreement, dated
as of the date hereof (the "CGMRC/CCMS Mortgage Loan Purchase Agreement"),
between CGMRC, as seller, and CCMS, as purchaser. Certain other Mortgage Loans
will be acquired by CCMS from ______________ ("____" and such Mortgage Loans,
the "____ Mortgage Loans"), pursuant to a mortgage loan purchase agreement,
dated as of the date hereof (the "____/CCMS Mortgage Loan Purchase Agreement"),
between ____, as seller, and CCMS, as purchaser. Certain other Mortgage Loans
will be acquired by CCMS from ______________ ("____" and such Mortgage Loans,
the "____ Mortgage Loans"), pursuant to a mortgage loan purchase agreement,
dated as of the date hereof (the "____/CCMS Mortgage Loan Purchase Agreement"),
between ____, as seller, and CCMS, as purchaser. The remaining Mortgage Loans
will be acquired by CCMS from ______________, ("____" and such Mortgage Loans,
the "____ Mortgage Loans"), pursuant to a mortgage loan purchase agreement,
dated as of the date hereof (the "____/CCMS Mortgage Loan Purchase Agreement"),
between ____, as seller, and CCMS, as purchaser. CGMRC, ____, ____ and ____ are,
collectively, the "Mortgage Loan Sellers" and the CGMRC/CCMS Mortgage Loan
Purchase Agreement, the ____/CCMS Mortgage Loan Purchase Agreement, the
____/CCMS Mortgage Loan Purchase Agreement and the ____/CCMS Mortgage Loan
Purchase Agreement are, collectively, the "Mortgage Loan Purchase Agreements".

            In connection with the sale by CGMRC to CCMS of the CGMRC Mortgage
Loans, CGMRC, CCMS, CGMI, ___and the other Underwriters entered into an
indemnification agreement dated as of _________, 200_ (the "CGMRC
Indemnification Agreement"). In connection with the sale by ____ to CCMS of the
____ Mortgage Loans, ____, CCMS, CGMI, ___and the other Underwriters entered
into an indemnification agreement dated as of _________, 200_ (the "____
Indemnification Agreement"). In connection with the sale by ____ to CCMS of the
____ Mortgage Loans, ____, CCMS, CGMI, ___and the other Underwriters entered
into an indemnification agreement dated as of _________, 200_ (the "____
Indemnification Agreement"). In connection with the sale by ____ to CCMS of the
____ Mortgage Loans, ____, CCMS, CGMI, ___and the other Underwriters entered
into an indemnification agreement dated as of _________, 200_ (the "____
Indemnification Agreement"; and, collectively with the


                                        2



CGMRC Indemnification Agreement, the ____ Indemnification Agreement and the ____
Indemnification Agreement, the "Mortgage Loan Seller Indemnification
Agreements").

            The Trust is to be created and the Certificates are to be issued
under a pooling and servicing agreement to be dated as of _________, 200_ (the
"Pooling and Servicing Agreement"), among CCMS as depositor, _________
("______") as master servicer (in such capacity, the "Master Servicer"),
_________ ("______") as special servicer (in such capacity, the "Special
Servicer"), _________ ("______") as trustee (in such capacity, the "Trustee"),
and _________ ("______")as fiscal agent (in such capacity, the "Fiscal Agent").

            In connection with the execution and delivery of the Pooling and
Servicing Agreement: (i) _______, CCMS, CGMI, ___and the other Underwriters
entered into an indemnification agreement dated as of __________, 200_ (the
"Trustee Indemnification Agreement"); (ii) _________, CCMS, CGMI, ___and the
other Underwriters entered into an indemnification agreement dated as of
__________, 200_ (the "Master Servicer Indemnification Agreement"); and (iii)
________, CCMS, CGMI, ___and the other Underwriters entered into an
indemnification agreeement dated as of ______, 200__ (the "Special Servicer
IndemnificationAgreement") ; and, collectively with the Trustee Indemnification
Agreement, the Master Servicer Indemnification Agreement and the Mortgage Loan
Seller Indemnification Agreements, the "Indemnification Agreements").

            CCMS has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-_________) for the
registration of the Certificates under the Securities Act of 1933, as amended
(the "1933 Act"), which registration statement has become effective. The rules
and regulations of the Commission promulgated under the 1933 Act are
collectively referred to in this Agreement as the "1933 Act Rules." As used in
this Underwriting Agreement (this "Agreement" or this "Underwriting Agreement"):
(i) "Registration Statement" means the foregoing registration statement and all
exhibits thereto, as amended or supplemented to the date of this Agreement,
together with any information that is contained in the Prospectus (as defined
below) that is deemed to be a part of and included in that registration
statement pursuant to Rule 430B under the 1933 Act as of the date hereof; (ii)
"Basic Prospectus" means the base prospectus included in the Registration
Statement at the time it became effective, as amended or supplemented up to the
date of filing of the Prospectus Supplement (as defined below) by any base
prospectus filed with the Commission pursuant to paragraph (b) of Rule 424 under
the 1933 Act; (iii) "Prospectus Supplement" means the prospectus supplement to
the Basic Prospectus, specifically relating to the Certificates, filed or to be
filed with the Commission pursuant to paragraph (b) of Rule 424 under the 1933
Act, that is deemed to be part of and included in the Registration Statement on
the date hereof in accordance with paragraph (f) of Rule 430B the 1933 Act; and
(iv) "Prospectus" means the Basic Prospectus, together with the Prospectus
Supplement.

            At or prior to the time when sales to purchasers of the Registered
Certificates were first made in accordance with Rule 159 under the 1933 Act,
which was approximately _______ (New York City time) on the date hereof (the
"Time of Sale"), CCMS had prepared the following information, which is
collectively referred to as the "Time of Sale Information": (i) the Basic
Prospectus dated __________, 200_; (ii) the Free Writing Prospectus (as defined
below) dated __________, 200_, relating to the Registered Certificates and filed
by CCMS on __________, 200_ pursuant to Rule 433 under the 1933


                                        3



Act (the "Offering Prospectus"), which Free Writing Prospectus refers to itself
therein as "this offering prospectus", consists of over ____ printed pages and
was accompanied by the Basic Prospectus dated ______, 200__; and (iii)
[ADDITIONAL ITEMS TO BE SPECIFIED]. If, subsequent to the date of this
Agreement, CCMS and the Underwriters determine that, as to the investors in one
or more Classes of the Publicly Offered Certificates, such initial Time of Sale
Information includes an untrue statement of material fact or omits to state a
material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, and the Underwriters
terminate their old purchase contracts and enter into new purchase contracts
with investors in the Publicly Offered Certificates, then "Time of Sale
Information" shall refer to the information conveyed to investors at the time of
entry into the last such new purchase contract, including any information that
corrects such material misstatements or omissions ("Corrective Information").
For the purposes of this Underwriting Agreement, "Free Writing Prospectus" means
a "free writing prospectus" within the meaning of Rule 405 under the 1933 Act;
and "Issuer Free Writing Prospectus"means an "issuer free writing prospectus"
within the meaning of Rule 433 under the 1933 Act.

            Capitalized terms used but not defined herein have the respective
meanings assigned thereto in the Prospectus.

            1.    REPRESENTATIONS, WARRANTIES AND COVENANTS OF CCMS. CCMS
represents and warrants to, and covenants with, each of the Underwriters that:

            (a)   The Registration Statement has become effective under the 1933
Act. The aggregate principal amount of the Registered Certificates does not
exceed the remaining amount of mortgage-backed securities that may be offered
and sold under the Registration Statement as of the date hereof. The
Registration Statement, as of the date it was declared effective (its"Effective
Date"), and the portion of the Registration Statement relating to the
Certificates (including, without limitation, the Prospectus), as of the deemed
effective date thereof pursuant to Rule 430B under the 1933 Act (its "Deemed
Effective Date") complied, complies and/or will comply, as applicable, as to
form in all material respects with the requirements of the 1933 Act and the 1933
Act Rules; and the information in the Registration Statement, as of its
Effective Date, and the information in the portion of the Registration Statement
relating to the Certificates (including, without limitation, the Prospectus), as
of its Deemed Effective Date, did not, does not and/or will not, as applicable,
contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and the information in the Prospectus as of the date hereof,
does not, and as of the Closing Date (as hereinafter defined), will not, contain
an untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made not misleading; provided, however, that CCMS makes no
representation or warranty as to the Excluded Information (as defined below).

            The "Excluded Information" shall mean, collectively, the information
contained in or omitted from the Registration Statement or the Prospectus or the
Time of Sale Information or any Issuer Free Writing Prospectus or any Issuer
Information (as defined below), or any revision, amendment or supplement to any
of the foregoing, (i) in reliance upon and in conformity with written or
electronic information furnished to CCMS by any Underwriter specifically for use
in connection with the preparation of the Prospectus, or


                                        4



any revision, amendment or supplement thereto, the Time of Sale Information or
any such Issuer Free Writing Prospectus (collectively, the "Underwriter
Information"), or (ii) to which the indemnities provided for in Section 2 of any
of the Indemnification Agreements are applicable in accordance with the
respective terms thereof (collectively, the "Third-Party Information"). It is
hereby acknowledged that the information set forth on Schedule II hereto
constitutes the only Underwriter Information in the Offering Prospectus and the
Prospectus.

            (b)   If and to the extent that it has not done so already, the
Company will make a good faith and reasonable effort to file the Prospectus with
the Commission within the time period required under Rule 424 and, in the event
that it fails to do so, the Company shall file the Prospectus with the
Commission as soon as practicable thereafter.

            (c)   The Time of Sale Information, at the Time of Sale, did not,
and at the Closing Date will not, contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided that CCMS makes no representation and warranty with respect
to any Excluded Information.

            (d)   CCMS (including its agents and representatives other than the
Underwriters in their capacity as such) has not made, used, prepared,
authorized, approved or referred to, and will not make, use, prepare, authorize,
approve or refer to, any "written communication" (as defined in Rule 405 under
the 1933 Act) that constitutes an offer to sell or solicitation of an offer to
buy the Registered Certificates other than (i) the Prospectus, (ii) any document
not constituting a prospectus under Section 2(a)(10)(a) of the 1933 Act,
including, without limitation, any document that complies with Rule 134 under
the 1933 Act, (iii) the Time of Sale Information, and (iv) any other Free
Writing Prospectus approved in advance by the Underwriters either in writing or
in any other manner mutually agreed to by the Underwriters and CCMS. Each Issuer
Free Writing Prospectus included under clause (iii) above that was prepared by
or on behalf of CCMS or its affiliates complied or, if used after the date
hereof, will comply, in all material respects with the 1933 Act and the 1933 Act
Rules and each Issuer Free Writing Prospectus prepared by or on behalf of CCMS
or its affiliates or delivered to CCMS for filing in accordance with Section 9
has been filed or will be filed in accordance with Section 9 (to the extent
required thereby). Each Issuer Free Writing Prospectus included under clause
(iv) above, at the Time of Sale, did not, and at the Closing Date will not,
contain any untrue statements of a material fact or (when read in conjunction
with the other Time of Sale Information) omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided that CCMS makes no representation
or warranty with respect to any Excluded Information.

            (e)   As of the Closing Date, the Certificates will be duly
authorized by CCMS, and, when the Registered Certificates have been duly
executed and authenticated in the manner contemplated in the Pooling and
Servicing Agreement and have been delivered to and paid for by the Underwriters
pursuant to this Agreement, the Registered Certificates will be validly issued
and outstanding and entitled to the benefits provided by the Pooling and
Servicing Agreement.


                                        5



            (f)   [_________ ("_________") and _____________ ("______________")
are each an independent public accountant for CCMS as required by the 1933 Act
and the rules and regulations thereunder.]

            (g)   As of the Closing Date, the Pooling and Servicing Agreement
and the Mortgage Loan Purchase Agreements will each have been duly authorized,
executed and delivered by CCMS and, assuming the valid authorization, execution
and delivery thereof by the other parties thereto, will each constitute a valid
and binding agreement of CCMS enforceable in accordance with its terms, except
as enforcement thereof may be limited by bankruptcy, insolvency, reorganization
or other laws relating to or affecting the enforcement of creditors' rights and
by general principles of equity.

            (h)   This Agreement has been duly authorized, executed and
delivered by CCMS and, assuming the valid authorization, execution and delivery
thereof by the other parties hereto, will constitute a valid and binding
agreement of CCMS enforceable against CCMS in accordance with its terms, except
as enforcement thereof may be limited by bankruptcy, insolvency, reorganization
or other laws relating to or affecting the enforcement of creditors' rights and
by general principles of equity, and except as enforcement thereof may be
limited by public policy considerations underlying the securities laws, to the
extent that such public policy considerations limit the enforceability of the
provisions of this Agreement which purport or are construed to provide
indemnification from liabilities under applicable securities laws.

            (i)   CCMS has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with
corporate power and authority to own its properties and conduct its business as
described in the Prospectus and now conducted by it, 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, and is conducting its business so as to comply in all material
respects with the applicable statutes, ordinances, rules and regulations of the
jurisdictions in which it is conducting its business, except where the failure
to be so qualified or to so comply, as the case may be, would not have a
material adverse effect on the performance by CCMS of its obligations under this
Agreement, the Pooling and Servicing Agreement or the Mortgage Loan Purchase
Agreements. CCMS is not in violation of its certificate of incorporation or
by-laws or in default under any agreement, indenture or instrument the effect of
which violation or default would have a material adverse effect on the
performance by CCMS of its obligations under this Agreement, the Pooling and
Servicing Agreement or the Mortgage Loan Purchase Agreements.

            (j)   The issuance and sale of the Registered Certificates to the
Underwriters, the compliance by CCMS with the provisions of this Agreement, the
Mortgage Loan Purchase Agreements, the Pooling and Servicing Agreement and the
Certificates and the consummation by CCMS of the other transactions herein or
therein contemplated do not, under any statute, regulation or rule of general
applicability in the United States or any decision, order, decree or judgment of
any judicial or other governmental body applicable to CCMS, require any consent,
approval, authorization, order, registration or qualification of or with any
court or governmental authority, except (A) such as have been obtained or
effected with respect to the Registered Certificates under the 1933 Act, (B) the
recordation of the assignments of the Mortgage Loans to the Trustee, which
recordation is to be completed pursuant to the Pooling and Servicing Agreement
on or following the Closing Date, and (C) such other approvals as have


                                        6



been obtained; provided that CCMS makes no representations or warranties as to
any consent, approval, authorization, registration or qualification that may be
required under state securities or "blue sky" laws.

            (k)   Neither the execution and delivery of this Agreement, the
Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement, nor
the issuance and delivery of the Certificates, nor the consummation by CCMS of
any other of the transactions contemplated herein or therein, nor the
fulfillment by CCMS of the terms of this Agreement, the Mortgage Loan Purchase
Agreements, the Pooling and Servicing Agreement and the Certificates, will (A)
conflict with, violate, result in a breach of or constitute a default under the
certificate of incorporation or by-laws of CCMS, any statute or regulation
currently applicable to CCMS or its properties, or any order or judgment
currently applicable to CCMS or its properties of any arbiter, court, regulatory
body, administrative agency or governmental body having jurisdiction over CCMS
or its properties, or the terms of any indenture or other agreement or
instrument to which CCMS is a party or by which it or any of its properties are
bound, or (B) result in the creation or imposition of any lien upon any of its
properties pursuant to the terms of any indenture or other agreement to which
CCMS is a party or by which it or any of its properties are bound.

            (l)   There are no actions or proceedings against, or investigations
of, CCMS pending, or, to the knowledge of CCMS, threatened, before any court,
administrative agency or other tribunal (A) asserting the invalidity of this
Agreement, the Mortgage Loan Purchase Agreements, the Pooling and Servicing
Agreement or the Registered Certificates, (B) seeking to prevent the issuance of
the Registered Certificates or the consummation by CCMS of any of the
transactions contemplated by this Agreement, the Mortgage Loan Purchase
Agreements or the Pooling and Servicing Agreement, (C) that might materially and
adversely affect the performance by CCMS of its obligations under, or the
validity or enforceability against CCMS of, this Agreement, the Mortgage Loan
Purchase Agreements, the Pooling and Servicing Agreement or the Registered
Certificates or (D) seeking to affect adversely the federal income tax
attributes of the Registered Certificates described in the Prospectus.

            (m)   CCMS has not received any request by the Commission for any
further amendment of the Registration Statement or the Prospectus or for any
additional information. CCMS has not received any notice of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement and has no knowledge of the institution or threatening of any
proceeding for that purpose. CCMS has not received any notification with respect
to the suspension of the qualification of the Registered Certificates for sale
in any jurisdiction or the initiation or threatening of any proceeding for such
purpose.

            (n)   Any taxes, fees and other governmental charges (other than
income taxes, franchise taxes and recording and filing fees) that are or will be
due and payable by CCMS as of the Closing Date in connection with the execution,
delivery and performance of this Agreement, the Mortgage Loan Purchase
Agreements, the Pooling and Servicing Agreement and the Registered Certificates,
will have been paid at or prior to the Closing Date.

            (o)   Neither CCMS nor the Trust is, and the sale of the Registered
Certificates in the manner contemplated by the Prospectus will not cause CCMS or
the Trust to be, an "investment company" or under the control of an "investment
company" as such terms are defined in the Investment Company Act


                                        7



of 1940, as amended (the "Investment Company Act"); and the Pooling and
Servicing Agreement is not required to be qualified under the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act").

            (p)   At the time of the execution and delivery of the Pooling and
Servicing Agreement, CCMS (i) except as disclosed in the Prospectus, will convey
to the Trustee, or cause to be conveyed to the Trustee, all of CCMS's right,
title and interest in and to the Mortgage Loans, free and clear of any lien,
mortgage, pledge, charge, encumbrance, adverse claim or other security interest
(collectively, "Liens") granted by or imposed upon CCMS, (ii) will not have
assigned to any other person any of its right, title or interest in the Mortgage
Loans or in the Pooling and Servicing Agreement or the Registered Certificates,
and (iii) will have the power and authority to transfer or cause the transfer of
all of its right, title and interest in and to the Mortgage Loans to the Trustee
and to sell the Registered Certificates to the Underwriters.

            (q)   Upon delivery to the Underwriters of the Registered
Certificates pursuant to this Agreement, each Underwriter will have good title
to the Registered Certificates purchased by such Underwriter, in each case free
and clear of Liens granted or imposed upon CCMS.

            (r)   The consideration received by CCMS upon the sale of the
Registered Certificates to the Underwriters will constitute at least reasonably
equivalent value and fair consideration for the Registered Certificates.

            (s)   CCMS (i) will be solvent at all relevant times prior to, and
will not be rendered insolvent by, the sale of the Registered Certificates to
the Underwriters and (ii) is not selling the Registered Certificates to the
Underwriters with any intent to hinder, delay or defraud any of the creditors of
CCMS or on account of an antecedent debt.

            (t)   The transfer of the Mortgage Loans to the Trust and the sale
of the Certificates to each of the Underwriters, at the Closing Date, will be
treated by CCMS for financial accounting and reporting purposes as a sale of
assets and not as a pledge of assets to secure debt.

            (u)   The statements set forth in the Prospectus under the caption
"Description of the Offered Certificates," insofar as they purport to constitute
a summary of the terms of the Registered Certificates and insofar as they
purport to describe the provisions of the documents referred to therein, are
correct in all material respects.

            (v)   There has not been, and as of the Closing Date, there will not
be, any material adverse change in the business operations, financial condition,
properties or assets of CCMS since the date as of which information is given in
the Prospectus that would have a material adverse effect on the ability of CCMS
to perform its obligations under this Agreement, the Pooling and Servicing
Agreement or any Mortgage Loan Purchase Agreement.

            (w)   CCMS possesses all material licenses, certificates,
authorizations or permits issued by the appropriate state, federal or foreign
regulatory agencies or bodies necessary to conduct the business now operated by
it, and CCMS has not received any notice of proceedings relating to the
revocation or modification of any such license, certificate, authorization or
permit which, singly or in the aggregate, if the


                                        8



subject of an unfavorable decision, ruling or finding, would materially and
adversely affect the condition, financial or otherwise, or the earnings,
business affairs or business prospects of CCMS.

            (x)   CCMS is not, and on the date on which the first bona fide
offer of the Registered Certificates is made (within the meaning of Rule
164(h)(2) under the 1933 Act) will not be, an "ineligible issuer," as defined in
Rule 405 under the 1933 Act.

            2.    PURCHASE AND SALE. Subject to the terms and conditions and in
reliance on the representations and warranties herein set forth, CCMS agrees to
sell to each of the Underwriters, and each of the Underwriters, severally and
not jointly, agrees to purchase from CCMS, their respective allotments of each
class of Registered Certificates specified on Schedule I hereto, at the purchase
price for each such class as set forth on such Schedule I (the "Purchase
Price").

            3.    DELIVERY AND PAYMENT. Delivery of and payment for the
Registered Certificates shall be made in the manner, on the date and at the time
specified in Schedule I hereto, which date and time may be changed by agreement
among the Underwriters and CCMS (such date and time of delivery of and payment
for the Registered Certificates being hereinafter referred to as the "Closing
Date"). Delivery of each Underwriter's allotment of the Registered Certificates
shall be made to the related Underwriter against payment by such Underwriter of
the purchase price therefor to or upon the order of CCMS in same-day funds by
federal funds wire (or by such other method as such Underwriter and CCMS may
agree). Unless delivery is made through the facilities of The Depository Trust
Company, the Registered Certificates of each class thereof shall be registered
in such names and in such authorized denominations as the related Underwriter
may have requested not less than three (3) full business days prior to the
Closing Date.

            CCMS agrees to have the Registered Certificates available for
inspection, checking and packaging in New York, New York, at any time before
3:00 p.m. New York City time on the business day prior to the Closing Date.

            4.    OFFERING BY THE UNDERWRITERS. (a) It is understood that the
Underwriters propose to offer the Registered Certificates for sale as set forth
in the Prospectus. It is further understood that CCMS, in reliance upon Policy
Statement 105, has not filed and will not file an offering statement pursuant to
Section 352-e of the General Business Law of the State of New York with respect
to the Registered Certificates. As required by Policy Statement 105, each
Underwriter therefore covenants and agrees with CCMS that sales of the
Registered Certificates made by such Underwriter in and from the State of New
York will be made only to institutional investors within the meaning of Policy
Statement 105.

            (b)   Each Underwriter represents and warrants to, and agrees with,
CCMS that: (i) it has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000 (the "FSMA")) received by it in connection with
the issue or sale of any Registered Certificates in circumstances in which
section 21(1) of the FSMA does not apply to CCMS; and (ii) it has complied and
will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Registered Certificates in, from or otherwise
involving the United Kingdom.


                                        9



            (c)   In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a "Relevant Member
State"), each Underwriter hereby represents and warrants to, and agrees with,
CCMS that with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State (the "Relevant
Implementation Date") such Underwriter has not made and will not make an offer
of the Registered Certificates to the public in that Relevant Member State prior
to the publication of a prospectus in relation to the Registered Certificates
which has been approved by the competent authority in that Relevant Member State
or, where appropriate, approved in another Relevant Member State and notified to
the competent authority in that Relevant Member State, all in accordance with
the Prospectus Directive, except that such Underwriter may, with effect from and
including the Relevant Implementation Date, make an offer of the Registered
Certificates to the public in that Relevant Member State at any time:

               (i) to legal entities which are authorized or regulated to
      operate in the financial markets or, if not so authorized or regulated,
      whose corporate purpose is solely to invest in securities;

               (ii) to any legal entity which has two or more of (1) an average
      of at least 250 employees during the last financial year, (2) a total
      balance sheet of more than (euro)43,000,000 and (3) an annual net turnover
      of more than (euro)50,000,000, as shown in its last annual or consolidated
      accounts; or

               (iii) in any other circumstances which do not require the
      publication by CCMS of a prospectus pursuant to Article 3 of the
      Prospectus Directive.

            For the purposes of this provision, the expression an "offer of the
Registered Certificates to the public" in relation to any Registered
Certificates in any Relevant Member State means the communication in any form
and by any means of sufficient information on the terms of the offer and the
Registered Certificates so as to enable an investor to decide to purchase or
subscribe the Registered Certificates, as the same may be varied in that Member
State by any measure implementing the Prospectus Directive in that Member State
and the expression "Prospectus Directive" means Directive 2003/71/EC and
includes any relevant implementing measure in each Relevant Member State.

            (d)   Each of the Underwriters hereby confirms that it is aware that
no German sales prospectus (Verkaufsprospekt) has been or will be published in
respect of the offering of the Registered Certificates, and each of the
Underwriters hereby represents, warrants and agrees that it will comply with the
German Securities Sales Prospectus Act (Wertpapier-Verkaufsprospektgesetz) or
any other laws applicable in Germany governing the issue, offering and sale of
the Certificates. In particular, each of the Underwriters agrees not to engage
in a public offering (Offentliches Angebot) in Germany with respect to any of
the Certificates otherwise than in accordance with the German Securities Sales
Prospectus Act and any other act replacing or supplementing it and all other
applicable laws and regulations.

            (e)   Each Underwriter agrees with CCMS it will not offer or sell
any Registered Certificates in Hong Kong by means of any document other than to
persons whose ordinary business is to buy or sell shares or debentures, whether
as principal or agent, or in circumstances which do not constitute an offer to
the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong,
and no


                                       10



advertisement, invitation or document relating to the Registered Certificates
may be issued, whether in Hong Kong or elsewhere, which is directed at, or the
contents of which are likely to be accessed or read by, the public in Hong Kong
(except if permitted to do so under the securities laws of Hong Kong) other than
with respect to Registered Certificates which are or are intended to be disposed
of only to persons outside Hong Kong or only to "professional investors" within
the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and
any rules made thereunder.

            (f)   Each of the Underwriters hereby agrees that it will not offer
or sell any of the Certificates directly or indirectly, in Japan or to, or for
the benefit of, any resident of Japan (which term as used herein means any
person resident in Japan, including any corporation or other entity organized
under the laws of Japan), or to others for re-offering or resale, directly or
indirectly, in Japan or to a resident of Japan, except pursuant to an exemption
from the registration requirements of, and otherwise in compliance with, the
Securities and Exchange Law and any other applicable laws, regulations and
ministerial guidelines of Japan.

            (g)   No Underwriter shall take any action relating to the offer or
sale of any of the Registered Certificates in any jurisdiction that would result
in CCMS being obligated to register or file any further prospectus or
corresponding document relating to the Registered Certificates in such
jurisdiction, other than as expressly contemplated hereby.

            5.    ADDITIONAL AGREEMENTS. CCMS and the Underwriters mutually
agree that:

            (a)   CCMS will not file any further supplement to the Prospectus
relating to or affecting the Registered Certificates at any time, except as
contemplated by Section 5(e) or unless CCMS has furnished a copy to the
Underwriters for their review prior to filing, and will not file any such
proposed supplement to which the Underwriters reasonably object. CCMS will not
file any amendment to the Registration Statement relating to or affecting the
Registered Certificates at any time subsequent to the date hereof and prior to
the Closing Date, except as contemplated by Section 5(e) or unless CCMS has
furnished a copy to the Underwriters for their review prior to filing, and will
not file any such proposed amendment to which the Underwriters reasonably
object. Subject to the foregoing sentences, CCMS will cause the Prospectus to be
filed, or transmitted for filing, with the Commission pursuant to Rule 424(b)
under the 1933 Act and, until the termination of the offering of the Registered
Certificates, will also promptly advise each Underwriter (i) when any amendment
to the Registration Statement relating to the Registered Certificates has become
effective or any revision of or supplement to the Prospectus has been so filed
or transmitted for filing, (ii) of any request by the Commission for any
amendment of the Registration Statement or the Prospectus or for any additional
information, (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose and (iv) of the receipt by CCMS
of any notification with respect to the suspension of the qualification of the
Registered Certificates for sale in any jurisdiction or the institution or
threatening of any proceeding for such purpose. CCMS will use its best efforts
to prevent the issuance of any such stop order and, if issued, to obtain as soon
as possible the withdrawal thereof.

            (b)   If, at any time when a prospectus relating to the Registered
Certificates is required to be delivered under the 1933 Act, (i) any event
occurs as a result of which the Prospectus, as then


                                       11



amended or supplemented, would include any untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, or (ii)
it shall be necessary to revise, amend or supplement the Prospectus to comply
with the 1933 Act or the rules and regulations of the Commission thereunder,
CCMS promptly will, to the extent it has knowledge thereof, prepare and file
with the Commission, subject to paragraph (a) of this Section 5, a revision,
amendment or supplement that will correct such statement or omission or effect
such compliance and will deliver a copy thereof to the Underwriters.

            (c)   Upon request, so long as delivery of a prospectus relating to
the Registered Certificates is required under the 1933 Act, CCMS will furnish to
any Underwriter and counsel for such Underwriter, without charge, as many copies
of the Prospectus and each Issuer Free Writing Prospectus prepared by or on
behalf of CCMS and any revisions or amendments thereof or supplements thereto as
may be reasonably requested.

            (d)   CCMS will arrange for the qualification of the Registered
Certificates for sale under the laws of such jurisdictions as CGMI may
designate, maintain such qualifications in effect so long as required for the
distribution of the Registered Certificates and arrange for the determination of
the legality of the Registered Certificates for purchase by institutional
investors; provided, however, that CCMS shall not be required to qualify to do
business in any jurisdiction where it is not now so qualified or to take any
action that would subject it to general or unlimited service of process in any
jurisdiction where it is not now so subject.

            (e)   CCMS will file any documents and any amendments thereof as may
be required to be filed by it pursuant to the 1933 Act and the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations
of the Commission under the 1933 Act and the 1934 Act, including, but not
limited to, the filing with the Commission, to the extent required under Rule
433 of the 1933 Act Rules, of all Free Writing Prospectuses that CCMS is
required to file under Section 9(c) hereof, within the time frames set forth in
Section 9(d). Subject to compliance by each Underwriter with the requirements of
Section 9 hereof, CCMS represents and warrants that, to the extent required by
Rule 433 under the 1933 Act, CCMS has timely filed with the Commission any Free
Writing Prospectuses contemplated to be filed by it under Section 9(c) hereof.

            (f)   Each Underwriter agrees that its purchase of Registered
Certificates, at the Closing Date, will be treated by such Underwriter for
financial accounting and reporting purposes as a sale of such Certificates by
CCMS and not as a pledge of such Certificates to secure a debt.

            6.    CONDITIONS TO THE OBLIGATIONS OF EACH UNDERWRITER AND CCMS.
The obligation of each Underwriter to purchase from CCMS, and the obligation of
CCMS to sell to such Underwriter, its allotment of the Registered Certificates
shall be subject to the accuracy of the representations and warranties on the
part of CCMS and such Underwriter contained herein as of the date hereof and as
of the Closing Date, to the accuracy of the statements of CCMS and such
Underwriter made in any officer's certificate delivered pursuant to the
provisions hereof, to the performance by CCMS and such Underwriter of their
respective obligations hereunder and to satisfaction, as of the Closing Date, of
the following additional conditions:


                                       12



            (a)   All actions required to be taken and all filings required to
be made by CCMS under the 1933 Act prior to the Closing Date shall have been
taken or made, and no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted and be pending or shall have been threatened.

            (b)   CCMS shall have furnished to the Underwriters:

               (i)      an executed copy of the Pooling and Servicing Agreement;

               (ii)     an opinion of in-house counsel for CCMS, dated the
      Closing Date and addressed to the Underwriters, in form and substance
      reasonably acceptable to CGMI;

               (iii)    an opinion of ___________, in its capacity as special
      counsel for CCMS, dated the Closing Date and addressed to the
      Underwriters, in form and substance reasonably acceptable to CGMI;

               (iv)     a letter from __________, in its capacity as special
      counsel to CCMS, dated the Closing Date and addressed to the Underwriters,
      containing a statement substantially to the effect that, based on
      conferences and telephone conversations with representatives of CCMS, the
      Mortgage Loan Sellers, the Underwriters, the Trustee, the Fiscal Agent,
      the Master Servicer, the Special Servicer and their respective counsel
      (but, except as otherwise expressly set forth in that letter, without
      having reviewed any of the mortgage notes, mortgages or other documents
      relating to the Mortgage Loans, or any documents, records, agreements,
      ratings or portfolio data or any other information regarding the business
      or operations of the sponsors, the Trustee, the Fiscal Agent, Master
      Servicer or Special Servicer (other than the Pooling and Servicing
      Agreement) or made any inquiry of any originator of any Mortgage Loan not
      referenced above and without having made any independent check or
      verification of the statements contained in the Prospectus or the Time of
      Sale Information), nothing has come to such counsel's attention that would
      lead it to believe that the Offering Prospectus and the Updated Flipbook
      (when read together), at the Time of Sale, or the Prospectus, at the date
      of the Prospectus Supplement or at the Closing Date, contained or contains
      any untrue statement of a material fact or omitted or omits to state a
      material fact necessary to make the statements therein, in the light of
      the circumstances under which they were made, not misleading, except that
      such counsel need not comment on (i) any financial, statistical or
      numerical data set forth or referred to therein or omitted therefrom, (ii)
      any information set forth on or omitted from any diskette or CD-ROM that
      may accompany the Prospectus, (iii) any documents or information
      incorporated therein by reference, or (iv) any Third-Party Information
      contained therein or omitted therefrom;

               (v)      copies of all legal opinion letters delivered to the
      Rating Agencies by __________, in its capacity as special counsel to CCMS,
      in connection with the issuance of the Registered Certificates, with each
      such opinion letter to be either addressed to the Underwriters or
      accompanied by a letter signed by ____________ stating that the
      Underwriters may rely on such opinion letter as if it were addressed to
      them as of the date thereof;


                                       13



               (vi)     a good standing certificate regarding CCMS from the
      Secretary of State of the State of Delaware, dated not earlier than 30
      days prior to the Closing Date;

               (vii)    a certificate of CCMS, dated the Closing Date and signed
      by an executive officer or authorized signatory of CCMS, to the effect
      that (A) the representations and warranties of CCMS herein and in the
      Pooling and Servicing Agreement are true and correct in all material
      respects on and as of the Closing Date with the same effect as if made on
      the Closing Date, and (B) CCMS has in all material respects complied with
      all the agreements and satisfied all the conditions on its part set forth
      herein to be performed or satisfied at or prior to the Closing Date; and

               (viii)   an officer's certificate, dated the Closing Date and
      signed by the secretary or an assistant secretary of CCMS, to the effect
      that each individual who, as an officer or representative of CCMS, signed
      this Agreement, the Certificate Purchase Agreement, the Mortgage Loan
      Purchase Agreements, the Pooling and Servicing Agreement or any other
      document or certificate delivered on or before the Closing Date in
      connection with the transactions contemplated herein or in the Certificate
      Purchase Agreement, the Mortgage Loan Purchase Agreements or the Pooling
      and Servicing Agreement, was at the respective times of such signing and
      delivery, and is as of the Closing Date, duly elected or appointed,
      qualified and acting as such officer or representative, and the signatures
      of such persons appearing on such documents and certificates are their
      genuine signatures, which officer's certificate shall be accompanied by
      true and complete copies (certified as such by the secretary or an
      assistant secretary of CCMS) of the organizational documents of CCMS, as
      in effect on the Closing Date, and of the resolutions of CCMS and any
      required shareholder consent relating to the transactions contemplated in
      this Agreement, the Certificate Purchase Agreement, the Mortgage Loan
      Purchase Agreements and/or the Pooling and Servicing Agreement.

            (c)   The Underwriters shall have received, with respect to each of
the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent a
favorable opinion of counsel, dated the Closing Date, addressing the valid
existence and good standing of such party under the laws of the jurisdiction of
its organization, the due authorization, execution and delivery of the Pooling
and Servicing Agreement by such party, the enforceability of the Pooling and
Servicing Agreement against such party (subject to such limitations as are
reasonably acceptable to the Underwriters) and such other matters as the
Underwriters may reasonably request. Such opinion may express its reliance as to
factual matters on representations and warranties made by, and on certificates
or other documents furnished by officers and/or authorized representatives of
parties to the Pooling and Servicing Agreement and on certificates furnished by
public officials. Such opinion may assume the due authorization, execution and
delivery of the instruments and documents referred to therein by the parties
thereto other than the party on behalf of which such opinion is being rendered.
Such opinion need cover only the laws of the jurisdiction in which the party on
whose behalf such opinion is being rendered is organized, the laws of the State
of New York and the federal law of the United States.

            (d)   The Underwriters shall have received such other documents,
certificates and opinions regarding the Master Servicer, the Special Servicer,
the Trustee and the Fiscal Agent as the Underwriters may reasonably request.


                                       14



            (e)   CCMS and the Underwriters shall have received from _______ and
__________, certified public accountants, various comfort letters, dated, as
applicable, the date of the Prospectus Supplement or such other date acceptable
to CCMS and the Underwriters, in form and substance reasonably satisfactory to
CCMS and the Underwriters, stating in effect that:

               (i) they have performed certain specified procedures as a result
      of which they have determined that such information of an accounting,
      financial or statistical nature set forth in the Time of Sale Information,
      as was agreed upon by the Underwriters, agrees with the data sheet or
      computer tape prepared by or on behalf of the Mortgage Loan Sellers,
      unless otherwise noted in such letters;

               (ii) they have performed certain specified procedures as a result
      of which they have determined that such information of an accounting,
      financial or statistical nature set forth in the Prospectus Supplement, as
      was agreed upon by the Underwriters, agrees with the data sheet or
      computer tape prepared by or on behalf of the Mortgage Loan Sellers,
      unless otherwise noted in such letter(s); and

               (iii) they have compared the data contained in the data sheet or
      computer tape referred to in the immediately preceding clauses (i) and
      (ii) to information contained in an agreed upon sampling of the Mortgage
      Loan files and in such other sources as shall be specified by them, and
      found such data and information to be in agreement in all material
      respects, unless otherwise noted in such letter.

            (f)   The Underwriters shall have been furnished with all documents,
certificates and opinions required to be delivered by each Mortgage Loan Seller
and/or any affiliate thereof in connection with the sale of Mortgage Loans by
such Mortgage Loan Seller to CCMS, pursuant to the related Mortgage Loan
Purchase Agreement. The Underwriters shall be entitled to rely on each such
certificate executed and delivered by a Mortgage Loan Seller, any affiliate
thereof or any of their respective officers and representatives, to the same
extent that CCMS may so rely, and each such opinion addressed to CCMS shall also
be addressed to the Underwriters or shall be accompanied by a letter signed by
the counsel that rendered such opinion stating that the Underwriters may rely on
such opinion as if it were addressed to them.

            (g)   The Underwriters shall have been furnished with such other
documents and opinions as the Underwriters may reasonably require, for the
purpose of enabling them to pass upon the issuance and sale of the Certificates
as herein contemplated and related proceedings, or in order to evidence the
accuracy of any of the representations or warranties, or the fulfillment of any
of the conditions, herein contained.

            (h)   The Mortgage Loan Sellers shall have sold the Mortgage Loans
to CCMS, pursuant to the respective Mortgage Loan Purchase Agreements.

            (i)   Subsequent to the date hereof, there shall not have occurred
any change, or any development involving a prospective change, in or affecting
the business or properties of CCMS that CGMI concludes, in its opinion after
consultation with CCMS and the other Underwriters, materially impairs the


                                       15



investment quality of the Registered Certificates so as to make it impractical
or inadvisable to proceed with the public offering or the delivery of the
Registered Certificates as contemplated by the Prospectus.

            (j)   The Registered Certificates shall have been assigned ratings
no less than those set forth on Schedule I and such ratings shall not have been
rescinded or qualified.

            7.    INDEMNIFICATION AND CONTRIBUTION. (a) Subject to Section 7(c),
CCMS agrees to indemnify and hold harmless each Underwriter, each of its
officers and directors and each person who controls such Underwriter within the
meaning of either the 1933 Act or the 1934 Act against any and all expenses,
losses, claims, damages or liabilities, joint or several, to which it or any
such officer, director or controlling person may become subject under the 1933
Act, the 1934 Act, or other federal or state statutory law or regulation, at
common law or otherwise, insofar as such expenses, losses, claims, damages or
liabilities (or actions in respect thereof) (A) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement, the Prospectus or any revision or amendment thereof
or supplement thereto, or in any other filing incorporated by reference therein,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, and agrees to reimburse each such indemnified party for
any legal or other expenses reasonably incurred by it or him in connection with
investigating or defending any such expense, loss, claim, damage, liability or
action or (B) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in any Issuer Free Writing
Prospectus prepared by or on behalf of CCMS or any Issuer Information (as
defined in Section 9(a))contained in any Underwriter Free Writing Prospectus (as
defined in Section 9(a)), or the omission or alleged omission therefrom of a
material fact necessary to make the statements therein (when read in conjunction
with the other Time of Sale Information), in light of the circumstances under
which they were made, not misleading, which was not corrected by Corrective
Information subsequently supplied by CCMS or any Mortgage Loan Seller to any
Underwriter within a reasonable period of time prior to the Time of Sale;
provided that CCMS shall not be liable under the indemnity agreement in this
Section 7(a) to the extent that any such expense, loss, claim, damage or
liability (or action in respect thereof) arises out of or is based upon (i) any
untrue statement or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact contemplated by this Section 7(a) that
was made in the Excluded Information or (ii) any breach, inaccuracy or untruth
of any of the statements, representations, warranties and/or covenants made by
any Underwriter pursuant to Section 9; and provided, further, that CCMS shall
not be liable under the indemnity agreement in this Section 7(a) for any such
expense, loss, claim, damage or liability (or action in respect thereof) that
arises out of or is based upon any such untrue statement or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact contemplated in this Section (7)(a) as to which any Underwriter has agreed
to indemnify CCMS pursuant to Section 7(b). This indemnity agreement will be in
addition to any liability that CCMS may otherwise have.

            (b)   Subject to Section 7(c), each Underwriter, severally and not
jointly, agrees to indemnify and hold harmless CCMS, each of its officers and
directors and each person who controls CCMS within the meaning of either the
1933 Act or the 1934 Act against any and all expenses, losses, claims, damages
or liabilities, joint or several, to which it or any such officer, director or
controlling person


                                       16



may become subject under the 1933 Act, the 1934 Act, or other federal or state
statutory law or regulation, at common law or otherwise, insofar as such
expenses, losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon: (i) any untrue statement or alleged untrue
statement of a material fact contained in the Underwriter Information, or any
omission or alleged omission to state therein a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading; (ii) any untrue statements or omissions made in any
Underwriter Free Writing Prospectus prepared by or on behalf of such Underwriter
or omissions or alleged omissions to state in such Underwriter Free Writing
Prospectus a material fact necessary in order to make the statements therein
(when read in conjunction with the Time of Sale Information), in the light of
the circumstances under which they were made, not misleading; and (iii) any
material breach, inaccuracy or untruth on the part of such Underwriter of any of
the statements, representations, warranties and/or covenants made pursuant to
Section 9; provided that such Underwriter shall not be liable under the
indemnity agreement in this Section 7(b) for any such expense, loss, claim,
damage or liability (or action in respect thereof) that arises out of or is
based upon (i) any untrue statement or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact contemplated by
this Secton 7(b) that was caused by a misstatement or omission resulting from an
error or omission in the Issuer Information which was not corrected by
Corrective Information subsequently supplied by CCMS or any Mortgage Loan Seller
to any Underwriter within a reasonable period of time prior to the Time of Sale.
Notwithstanding the foregoing, the indemnity in clause (ii) above will not apply
if such untrue statement or alleged untrue statement or omission or alleged
omission was also an untrue statement or alleged untrue statement or omission or
alleged omission in the Prospectus to which the indemnity agreement in Section
7(a) applies. This indemnity agreement will be in addition to any liability that
the Underwriters may otherwise have.

            (c)   Promptly after receipt by an indemnified party under Section
7(a) or Section 7(b) above of notice of the commencement of any suit, action,
proceeding (including, without limitation, any governmental or regulatory
investigation), claim or demand, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party under Section 7(a)
or Section 7(b) above, notify the indemnifying party in writing of the
commencement thereof, but the omission so to notify the indemnifying party will
not relieve the indemnifying party from any liability that it may have to any
indemnified party otherwise than under Section 7(a) or Section 7(b); provided,
however, that any increase in such liability under Section 7(a) or Section 7(b),
as applicable, as a result of such failure to promptly notify shall not be an
expense of the indemnifying party. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein, and may
elect by written notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party;
provided that, if the defendants in any such action include both the indemnified
party and the indemnifying party, and the indemnified party shall have
reasonably concluded that there may be additional or different legal defenses
available to it that conflict with those available to the indemnifying party,
the indemnified party or parties shall have the right to select separate counsel
(in addition to local counsel) to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of its election so to assume the defense of such action and approval by
the indemnified party of counsel, the indemnifying party will not be liable to
such indemnified party for legal


                                       17



expenses of other counsel or other expenses, in each case subsequently incurred
by such indemnified party, in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the preceding
sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel (in addition to any
local counsel), representing the indemnified party or parties who are parties to
such action), (ii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time period after notice of commencement of the action
or (iii) the indemnifying party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party; and except that, if
clause (i) or (iii) is applicable, such liability shall be only in respect of
the counsel referred to in such clause (i) or (iii).

            Notwithstanding anything herein to the contrary, an indemnifying
party shall not be liable under Section 7(a) or Section 7(b) for any settlement
of any litigation, proceeding, action or claim effected without its consent
unless (i) at any time an indemnified party shall have requested such
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel for which the indemnifying party is obligated under Section 7(a) or
Section 7(b), as applicable, (ii) such settlement is entered into more than 45
days after receipt by such indemnifying party of the aforesaid request and more
than 15 days after receipt by such indemnifying party of written notice of the
proposed settlement and (iii) such indemnifying party shall not have reimbursed
the indemnified party in accordance with such request prior to the date of such
settlement.

            No indemnifying party shall, without the prior written consent of
the indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act, by or on behalf of the indemnified
party.

            (d)   If the indemnification provided for in Section 7(a) or Section
7(b) above is due in accordance with its terms but is for any reason held by a
court to be unavailable to any indemnified party on grounds of public policy or
otherwise or is insufficient in respect of any expenses, losses, claims, damages
or liabilities referred to in and intended to be covered under Section 7(a) or
Section 7(b), then the indemnifying party shall contribute to the aggregate
expenses, losses, claims, damages and liabilities (including legal and other
expenses reasonably incurred in connection with investigating or defending same)
to which such indemnified party may be subject and which were intended to be
covered under such Section 7(a) or Section 7(b), as the case may be, as follows:

               (i) in the case of any such expenses, losses, claims, damages or
      liabilities (or actions in respect thereof) referred to in and intended to
      be covered under Section 7(a) above, in such proportion so that the
      applicable Underwriter is responsible for that portion represented by the
      percentage that the total underwriting discounts and/or fees received by
      the Underwriters bear to the sum of such discounts and/or fees received by
      the Underwriters and the total purchase price of the Registered
      Certificates specified in Schedule I hereto and CCMS is responsible for
      the balance


                                       18



      (or, if such allocation is not permitted by applicable law or if the
      indemnified party failed to give the notice required in Section 7(c) or in
      the last paragraph of this Section 7(d), in such proportion as is
      appropriate to reflect not only such financial considerations but also the
      factors referred to in the immediately following clause (ii)); provided,
      however, that in no case shall any Underwriter (except as may be provided
      in any agreement among underwriters relating to the offering of the
      Registered Certificates) be responsible under this clause (i) for more
      than the amount, if any, by which the underwriting discounts and fees
      applicable to the Registered Certificates purchased by such Underwriter
      hereunder exceeds any damages otherwise paid by such Underwriter with
      respect to any expense, loss, claim, damage or liability (or action in
      respect thereof); and

               (ii) in the case of any expenses, losses, claims, damages or
      liabilities (or actions in respect thereof) referred to in and intended to
      be covered under Section 7(b) above, in such proportion as is appropriate
      to reflect the relative fault of CCMS on the one hand and the applicable
      Underwriters on the other in connection with the untrue statement or
      alleged untrue statement or omission or alleged omission which resulted in
      such expenses, losses, claims, damages or liabilities (or actions in
      respect thereof) as well as any other relevant equitable considerations.
      The relative fault shall be determined by reference to, among other
      things, whether the untrue or alleged untrue statement of a material fact
      or the omission or alleged omission to state a material fact that is the
      basis for such expense, loss, claim, damage or liability results from
      information prepared by CCMS on the one hand or the applicable
      Underwriters on the other and the parties' relative intent, knowledge,
      access to information and opportunity to correct or prevent such statement
      or omission.

            CCMS and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this subsection (d) were determined by per
capita allocation which does not take account of the equitable considerations
referred to above in this subsection (d).

            Notwithstanding the foregoing, however, no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this Section 7, each person
who controls an Underwriter within the meaning of either the 1933 Act or the
1934 Act and each officer and director of an Underwriter shall have the same
rights to contribution as such Underwriter, and each person who controls CCMS
within the meaning of either the 1933 Act or the 1934 Act and each officer and
director of CCMS shall have the same rights to contribution as CCMS. Any party
entitled to contribution will, promptly after receipt of notice of commencement
of any action, suit or proceeding against such party in respect of which a claim
for contribution may be made against another party or parties under this
subsection (d), notify such party or parties from whom contribution may be
sought, but the omission to so notify such party or parties shall not relieve
the party or parties from whom contribution may be sought from any other
obligation it or they may have hereunder or otherwise than under this subsection
(d).

            (e)   The amount paid or payable by an indemnified party as a result
of the expenses, losses, claims, damages and liabilities referred to in any
subsection of this Section 7 shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such
action or claim (except where the


                                       19



indemnified party is required to bear such expenses pursuant to this Agreement),
which expenses the indemnifying party shall pay as and when incurred, at the
request of the indemnified party, to the extent that it is reasonable to believe
that the indemnifying party will be ultimately obligated to pay such expenses.
If any expenses so paid by an indemnifying party are subsequently determined not
to be required to be borne by such indemnifying party hereunder, the indemnified
party that received such payment shall promptly refund the amount so paid to
such indemnifying party.

            8.    FEES AND EXPENSES. Except as provided in any other particular
Section hereof, each Underwriter shall be responsible only for the costs and
expenses (including, but not limited to, the costs of any counsel retained
thereby) actually incurred by such Underwriter in connection with the
transactions contemplated by this Agreement, and otherwise, the costs and
expenses incurred in connection with the transactions herein contemplated shall
be payable by the Mortgage Loan Sellers, as and to the extent provided in the
respective Mortgage Loan Purchase Agreements, or by CCMS.

            9.    FREE WRITING PROSPECTUSES. (a) In connection with the offering
of the Registered Certificates, the Underwriters may each prepare and provide to
prospective investors Free Writing Prospectuses, or portions thereof, which CCMS
is required to file with the Commission in electronic format and will use
reasonable efforts to provide to CCMS such Free Writing Prospectuses, or
portions thereof, in either Microsoft Word(R) or Microsoft Excel(R) format and
not in a PDF, except to the extent that CCMS, in its sole discretion, waives
such requirements, subject to the following conditions and any additional
conditions set forth in subsections (to which such conditions each Underwriter
agrees (provided that no Underwriter shall be responsible for any breach of the
following conditions by any other Underwriter)):

               (i) Unless preceded or accompanied by the Prospectus, the
      Underwriters shall not convey or deliver any written communication (other
      than the Prospectus) to any person in connection with the initial offering
      of the Registered Certificates, unless such written communication (1) is
      made in reliance on Rule 134 under the 1933 Act, (2) constitutes Time of
      Sale Information, or (3) constitutes an Underwriter Free Writing
      Prospectus (as defined below) (that does not constitute Time of Sale
      Information) that has been approved by CCMS in advance of its use.

               (ii) Each Underwriter shall deliver (and, if used on or prior to
      the date hereof, represents and warrants that it has delivered) to CCMS,
      no later than two business days prior to the date of first use thereof or
      such later date as may be agreed to by CCMS: (a) any Free Writing
      Prospectus that was prepared by or on behalf of such Underwriter or any
      affiliate thereof (each, an "Underwriter Free Writing Prospectus") and
      that contains any "issuer information," as defined in Rule 433(h) under
      the 1933 Act and footnote 271 of the Commission's Securities Offering
      Reform Release No. 33-8591 ("Issuer Information") (which the parties
      hereto agree includes, without limitation, Third-Party Information covered
      by the indemnity agreements set forth in any of Mortgage Loan Seller
      Indemnification Agreements); and (b) any Free Writing Prospectus or
      portion thereof prepared by or on behalf of such Underwriter that contains
      only a description of the final terms of the Registered Certificates.
      Notwithstanding the foregoing, any Free Writing Prospectus that contains
      only ABS Informational and Computational Materials may be delivered by an
      Underwriter to CCMS not later than the later of (A) two business days
      prior to the due date for


                                       20



      filing of the Prospectus pursuant to Rule 424(b) under the 1933 Act or
      such later date as may be agreed to by CCMS or (B) the date of first use
      of such Free Writing Prospectus.

            (b)   Each Underwriter represents and warrants to CCMS that:

               (i) The Free Writing Prospectuses that were prepared by or on
      behalf of such Underwriter or an affiliate thereof complied or, if used
      after the date hereof, will comply, in all material respects with the 1933
      Act and the 1933 Act Rules.

               (ii) The Free Writing Prospectuses furnished or to be furnished
      to CCMS by such Underwriter pursuant to or as contemplated by Section
      9(a)(ii) hereof will constitute all Free Writing Prospectuses of the type
      described in such Section that were furnished to prospective investors by
      the Underwriter in connection with its offer and sale of the Registered
      Certificates.

               (iii) The Free Writing Prospectuses to be furnished to CCMS by
      such Underwriter pursuant to Section 9(a) (ii) will constitute all Free
      Writing Prospectuses that were furnished to a sponsor or servicer (as
      defined in Item 1101 of Regulation AB) for use or referral by any such
      person in connection with its offer and sale of the Registered
      Certificates.

               (iv) Each Free Writing Prospectus provided or required to be
      provided by it to CCMS pursuant to or as contemplated by Section 9(a)(ii)
      hereof did not, as of the Time of Sale, and will not, as of the Closing
      Date, contain any untrue statement of a material fact or omit any material
      fact necessary to make the statements contained therein (when read in
      conjunction with the other Time of Sale Information), in light of the
      circumstances under which they were made, not misleading; provided,
      however, that such Underwriter makes no representation to the extent such
      misstatements or omissions were the result of any inaccurate Issuer
      Information, which information was not corrected by Corrective Information
      subsequently supplied by CCMS, any other Underwriter or any Mortgage Loan
      Seller to such Underwriter within a reasonable period of time prior to the
      Time of Sale.

               (v) Such Underwriter has not and will not convey any ABS
      Informational and Computational Material in reliance upon Rule 167 and
      Rule 426 under the 1933 Act. ABS Informational and Computational Material
      shall mean "ABS informational and computational material" as defined in
      Item 1101 of Regulation AB.

            (c)   CCMS agrees to file with the Commission the following:

               (i) each Issuer Free Writing Prospectus that was prepared by or
      on behalf of CCMS or its affiliates or delivered to CCMS for filing;

               (ii) any Free Writing Prospectus or portion thereof delivered by
      any Underwriter to CCMS pursuant to Section 9(a)(ii) hereof; and

               (iii) any Free Writing Prospectus for which CCMS or any person
      acting on its behalf provided, authorized or approved information that is
      prepared and published or disseminated by a


                                       21



      person unaffiliated with CCMS or any other offering participant that
      is in the business of publishing, radio or television broadcasting or
      otherwise disseminating communications;

provided, however, that CCMS shall not be required to file (1) Issuer
Information contained in any Underwriter Free Writing Prospectus or Free Writing
Prospectus of any other offering participant other than CCMS, if such
information is included or incorporated by reference in a prospectus or Free
Writing Prospectus previously filed with the Commission that relates to the
offering of the Registered Certificates, or (2) any Free Writing Prospectus or
portion thereof that contains a description of the Registered Certificates or
the offering of the Registered Certificates which does not reflect the final
terms thereof or (3) any Free Writing Prospectus that does not contain
substantive changes from or additions to a Free Writing Prospectus previously
filed with the Commission.

            (d)   any Free Writing Prospectus required to be filed pursuant to
Section 9(c) hereof by CCMS shall be filed with the Commission not later than
the date of first use of the Free Writing Prospectus (subject, in the case of
any Free Writing Prospectus required to be filed pursuant to Section 4(c)(ii)
hereof, to compliance by the Underwriters with Section 4(a)(ii) hereof, except
that:

               (i) any Free Writing Prospectus or portion thereof required to be
      filed that contains only the description of the final terms of the
      Registered Certificates shall be filed by CCMS with the Commission within
      two days of the later of the date such final terms have been established
      for all classes of Registered Certificates and the date of first use;

               (ii) any Free Writing Prospectus or portion thereof required to
      be filed that contains only ABS Informational and Computational Material
      shall be filed by CCMS with the Commission not later than the later of the
      due date for filing the final Prospectus relating to the Registered
      Certificates pursuant to Rule 424(b) under the 1933 Act or two business
      days after the first use of such Free Writing Prospectus; and

               (iii) any Free Writing Prospectus required to be filed pursuant
      to Section 9(c)(iii) shall, if no payment has been made or consideration
      has been given by or on behalf of CCMS for the Free Writing Prospectus or
      its dissemination, be filed by CCMS with the Commission not later than
      four business days after CCMS becomes aware of the publication, radio or
      television broadcast or other dissemination of the Free Writing
      Prospectus.

            (e)   Each Underwriter shall file with the Commission the following:

               (i) any Free Writing Prospectus that is used or referred to by it
      and distributed by or on behalf of such Underwriter in a manner reasonably
      designed to lead to its broad, unrestricted dissemination, not later than
      the date of the first use of such Free Writing Prospectus; and

               (ii) any Free Writing Prospectus for which such Underwriter or
      any person acting on its behalf provided, authorized or approved
      information that is prepared and published or disseminated by a person
      unaffiliated with CCMS or any other offering participant that is in the
      business of publishing, radio or television broadcasting or otherwise
      disseminating written communications and


                                       22



      for which no payment was made or consideration given by or on behalf of
      CCMS or any other offering participant, not later than four business days
      after such Underwriter becomes aware of the publication, radio or
      television broadcast or other dissemination of the Free Writing
      Prospectus;

; provided, however, that no Underwriter shall be required to file (1) any Free
Writing Prospectus to the extent that the information contained therein is
included in a prospectus or Free Writing Prospectus previously filed that
relates to the offering of the Registered Certificates, or (2) any Free Writing
Prospectus that does not contain substantive changes from or additions to a Free
Writing Prospectus previously filed with the Commission.

            (f)   CCMS and each Underwriter agree that any Free Writing
Prospectuses prepared by it shall contain the following legend:

                  The depositor has filed a registration statement (including a
                  prospectus) with the SEC (SEC File No. 333-_______) for the
                  offering to which this communication relates. Before you
                  invest, you should read the prospectus in that registration
                  statement and other documents the depositor has filed with the
                  SEC for more complete information about the depositor, the
                  issuing entity and this offering. You may get these documents
                  for free by visiting EDGAR on the SEC Web site at www.sec.gov.
                  Alternatively, the depositor, any underwriter or any dealer
                  participating in the offering will arrange to send you the
                  prospectus if you request it by calling _-___-___-____ or by
                  emailing ___________@_______.com.

            (g)   CCMS and the respective Underwriters each agrees to retain all
Free Writing Prospectuses that it has used and not filed with the Commission for
a period of three years following the initial bona fide offering of the
Registered Certificates.

            (h)   If CCMS becomes aware that, as of the Time of Sale, any
information in an Issuer Free Writing Prospectus or any Issuer Information
contains any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements contained therein (when read in
conjunction with the Time of Sale Information), in light of the circumstances
under which they were made, not misleading (a "Defective Issuer Free Writing
Prospectus"), then CCMS shall notify the Underwriters of such untrue statement
or omission within one business day after discovery and CCMS shall, if requested
by the Underwriters, prepare and deliver to the Underwriters a Free Writing
Prospectus that corrects the material misstatement or omission in the Defective
Issuer Free Writing Prospectus (such corrected Issuer Free Writing Prospectus, a
"Corrected Issuer Free Writing Prospectus"). If any Underwriter becomes aware
that, as of the Time of Sale, any Underwriter Free Writing Prospectus delivered
to an investor in any Registered Certificates contained any untrue statement of
a material fact or omitted to state a material fact necessary in order to make
the statements contained therein (when read in conjunction with the Time of Sale
Information), in light of the circumstances under which they were made, not
misleading (a "Defective Underwriter Free Writing Prospectus" and, together with
a Defective Issuer Free Writing Prospectus, a


                                       23



"Defective Free Writing Prospectus"), then such Underwriter shall notify CCMS of
such untrue statement or omission within one business day after discovery.

            The Underwriters shall, if requested by CCMS:

               (i) if the Defective Free Writing Prospectus was an Underwriter
      Free Writing Prospectus, prepare a Free Writing Prospectus that corrects
      the material misstatement in or omission from the Defective Free Writing
      Prospectus (together with a Corrected Issuer Free Writing Prospectus, a
      "Corrected Free Writing Prospectus");

               (ii) either (A) deliver the Corrected Free Writing Prospectus to
      each investor which received the Defective Free Writing Prospectus prior
      to entering into a contract of sale with such investor, clearly
      identifying or highlighting the Corrective Information, or (B) deliver the
      Corrected Free Writing Prospectus to each investor which received the
      Defective Free Writing Prospectus, clearly identifying or highlighting the
      Corrective Information, and (1) notify in writing each such investor in a
      prominent fashion that the prior contract of sale with such investor has
      been terminated, and of such investor's rights as a result of termination
      of such agreement and (2) provide such investor with an opportunity to
      affirmatively agree in writing to purchase the subject Registered
      Certificates on the terms described in the Corrected Free Writing
      Prospectus; and

               (iii) comply with any other requirements for reformation of the
      original contract of sale with such investor, as described in Section
      IV.A.2.c of Commission's Securities Offering Reform Release No. 33-8591.

In the event that the Defective Free Writing Prospectus was an Issuer Free
Writing Prospectus and the defective information was not provided by any party
that would be obligated to indemnify the Underwriters under the Indemnification
Agreements, and the Underwriters shall in good faith incur any costs to an
investor in connection with the reformation of the contract of sale with the
investor, CCMS agrees to reimburse the Underwriters for such costs; provided
that, before incurring such costs, the Underwriters first permit CCMS access to
the applicable investor and an opportunity to attempt to mitigate such costs
through direct negotiation with such investor.

            (i)   Each Underwriter covenants with CCMS that after the Prospectus
is available such Underwriter shall not distribute any written information
concerning the Registered Certificates to a prospective investor unless such
information is preceded or accompanied by the Prospectus.

            10.   TERMINATION. This Agreement may be terminated by notice given
to CCMS, if the sale of the Registered Certificates provided for herein is not
consummated because of any failure or refusal on the part of CCMS to comply in
all material respects with the terms or to fulfill in all material respects any
of the conditions of this Agreement, or if for any reason CCMS shall be unable
to perform in all material respects its obligations under this Agreement. This
Agreement also may be terminated by the Underwriters, by notice given to CCMS
prior to delivery of and payment for the Certificates, if prior to such time (i)
trading in securities generally on the New York Stock Exchange or in any
over-the-counter market shall have been suspended or materially limited, (ii) a
general moratorium on commercial banking activities in


                                       24



New York shall have been declared by either federal or New York State
authorities, or (iii) there shall have occurred any material outbreak or
escalation of hostilities or other calamity or crisis the effect of which on the
financial markets of the United States is such as to make it, in the reasonable
judgment of the Underwriters after consultation with CCMS, impracticable to
market the Registered Certificates.

            11.   DEFAULT BY AN UNDERWRITER. If any Underwriter shall fail to
purchase and pay for any of the Registered Certificates agreed to be purchased
by such Underwriter hereunder and such failure to purchase shall constitute a
default in the performance of its obligations under this Agreement, the
remaining Underwriters shall be obligated (in proportion to their respective
allocations set forth in Schedule I) to take up and pay for the Registered
Certificates that the defaulting Underwriter or Underwriters agreed but failed
to purchase; provided, however, that in the event that the purchase price of the
Registered Certificates that the defaulting Underwriter or Underwriters agreed
but failed to purchase shall exceed 10% of the aggregate purchase price of the
Registered Certificates, the remaining Underwriters shall have the right to
purchase all, but shall not be under any obligation to purchase any, of the
Registered Certificates, and if such nondefaulting Underwriters do not purchase
all of the Registered Certificates, this Agreement will terminate without
liability to the nondefaulting Underwriters or CCMS. In the event of a default
by an Underwriter as set forth in this Section 11, the Closing Date for the
Registered Certificates shall be postponed for such period, not exceeding ten
(10) days, as the nondefaulting Underwriters shall determine in order that the
required changes in the Registration Statement, the Prospectus or any other
documents or arrangements may be effected. Nothing contained in this Agreement
shall relieve any defaulting Underwriter of its liability, if any, to CCMS and
to any nondefaulting Underwriter for damages occasioned by its default
hereunder.

            12.   REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective
agreements, representations, warranties, indemnities and other statements of
CCMS, the Underwriters and their respective officers, directors, employees and
agents set forth in or made pursuant to this Agreement will remain in full force
and effect, regardless of any investigation made by or on behalf of the
Underwriters, CCMS or any of the officers, directors or controlling persons
referred to in Section 7 hereof, and will survive delivery of and payment for
the Registered Certificates. The provisions of Sections 7 and 9 hereof shall
survive the termination or cancellation of this Agreement.

            13.   BENEFICIARIES. This Agreement will inure to the benefit of and
be binding upon the parties hereto and their respective successors and the
officers, directors and controlling persons referred to in Section 7 hereof, and
no other person will have any right or obligation hereunder.

            14.   APPLICABLE LAW. This Agreement will be governed by and
construed in accordance with the laws of the State of New York, applicable to
agreements negotiated, made and to be performed entirely in said State.

            15.   NO FIDUCIARY DUTY. CCMS hereby acknowledges that (a) the
Underwriters are acting as principal and not as an agent or fiduciary of CCMS
and (b) its engagement of the Underwriters in connection with the offering of
the Registered Certificates is as independent contractors and not in any other
capacity. Furthermore, CCMS agrees that it is solely responsible for making its
own judgments in


                                       25



connection with the offering of the Registered Certificates (irrespective of
whether the Underwriters have advised or are currently advising CCMS on related
or other matters).

            16.   MISCELLANEOUS. This Agreement supersedes all prior or
contemporaneous agreements and understandings between CCMS and any of the
Underwriters relating to the subject matter hereof. Neither this Agreement nor
any term hereof may be changed, waived, discharged or terminated except by a
writing signed by the party against whom enforcement of such change, waiver,
discharge or termination is sought. This Agreement may be signed in any number
of counterparts, each of which shall be deemed an original, and that taken
together shall constitute one and the same instrument.

            17.   NOTICES. All communications hereunder will be in writing and
effective only upon receipt and, if sent to any Underwriter, will be delivered
to such Underwriter at the address, and to the attention of the person or group,
set forth on page 1 of this Agreement; and, if sent to CCMS, will be delivered
to Citigroup Commercial Mortgage Securities Inc., 388 Greenwich Street, 11th
Floor, New York, New York 10013, Attention: Angela Vleck, and, solely for
purposes of Sections 5(e) and 9(a)(ii) hereof, Sidley Austin LLP, 787 Seventh
Avenue, New York, New York 10019, Attention: William J. Cullen; and, if sent to
______________, a copy will be forwarded to ______________, ______________,
______________, ______________; or, in each such case, to such other address, or
to the attention of such other person or group, as may be forwarded by any such
party to the other parties hereto in writing.


                                       26



            If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the undersigned a counterpart hereof,
whereupon this instrument, along with all counterparts, and your acceptance
shall represent a binding agreement between you and CCMS.

                                       Very truly yours,

                                       CITIGROUP COMMERCIAL MORTGAGE
                                       SECURITIES INC.


                                       By: ________________________
                                           Name:
                                           Title:

The foregoing Underwriting Agreement is hereby confirmed and accepted as of the
date first above written.

CITIGROUP GLOBAL MARKETS INC.


By: ____________________
    Name:
    Title:


_____________________________________


By: ____________________
    Name:
    Title:


By: ____________________
    Name:
    Title:




_____________________________________


By: ____________________
    Name:
    Title:


_____________________________________


By: ____________________
    Name:
    Title:


_____________________________________


By: ____________________
    Name:
    Title:


_____________________________________


By: ____________________
    Name:
    Title:


_____________________________________


By: ____________________
    Name:
    Title:




                                   SCHEDULE I

As used in this Agreement, the term "Registration Statement" refers to the
registration statement No. 333-_________ filed by CCMS on Form S-3 and declared
effective by the Commission.

TITLE AND DESCRIPTION OF THE REGISTERED CERTIFICATES:

Commercial Mortgage Pass-Through Certificates, Series 200_-C__, Class A-1, Class
A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-MFL, Class A-MFX,
Class A-J, Class B, Class C, Class D, Class E, Class F and Class XP
Certificates.

Underwriting Agreement, dated as of _______, 200_



                                                  INITIAL CLASS PRINCIPAL
                                                 BALANCE OR CLASS NOTIONAL         INITIAL                     RATING
 CLASS DESIGNATION      PURCHASE PRICE(1)                AMOUNT(2)            PASS-THROUGH RATE       BY [RATING AGENCIES](3)
-------------------  ----------------------   -----------------------------  --------------------   ---------------------------

        A-1                     %                 $                                   %
        A-2                     %                 $                                   %
        A-3                     %                 $                                 (4)%
       A-SB                     %                 $                                 (4)%
        A-4                     %                 $                                 (4)%
       A-1A                     %                 $                                 (4)%
       A-MFL                    %                 $                                 (4)%
       A-MFX                    %                 $                                 (4)%
        A-J                     %                 $                                 (4)%
         B                      %                 $                                 (4)%
         C                      %                 $                                 (4)%
         D                      %                 $                                 (4)%
         E                      %                 $                                 (4)%
         F                      %                 $                                 (4)%
        XP                      %                 $(6)                              (4)%


(1)   Exclusive of interest.

(2)   Subject to a variance of plus or minus 5.0%.

(3)   By each of ___________________________________ ("______") and
      _____________ ("_______").

(4)   The initial value of LIBOR will be calculated on ________, 200_.

(5)   Approximate.

(6)   Notional Amount.


                                      Sch-1



PURCHASE PRICE: The purchase prices set forth in the above schedule for each
Class of Registered Certificates is expressed as a percentage of the initial
Class Principal Balance or Class Notional Amount of such Class, and (except in
the case of the Class A-MFL Certificates) is to be accompanied by interest on
the initial Class Principal Balance or Class Notional Amount of such Class of
Registered Certificates at the initial Pass-Through Rate for such Class, from
________, 200_ to but not including the Closing Date.

CLOSING TIME, DATE AND LOCATION: 10:00 a.m. New York City time on ________, 200_
at the offices of ___________________________________________________________.

ISSUANCE AND DELIVERY OF REGISTERED CERTIFICATES: Each class of Registered
Certificates will be issued as one or more Certificates registered in the name
of Cede & Co., as nominee of The Depository Trust Company. Beneficial owners
will hold interests in such Certificates through the book-entry facilities of
The Depository Trust Company in minimum denominations of initial principal
balance of $10,000 and integral multiples of $1 in excess thereof.


                                      Sch-2



ALLOCATION OF CERTIFICATES AMONG UNDERWRITERS



                                                                   PRINCIPAL AMOUNT
                                                                 OF RELEVANT CLASS OF
UNDERWRITERS (AND ADDRESSES)                  CLASS          CERTIFICATES TO BE PURCHASED
----------------------------                  -----          ----------------------------

Citigroup Global Markets Inc.                  A-1               $
388 Greenwich Street                           A-2               $
New York, New York 10013                       A-3               $
                                               A-SB              $
                                               A-4               $
                                               A-1A              $
                                              A-MFL              $
                                              A-MFX              $
                                               A-J               $
                                                B                $
                                                C                $
                                                D                $
                                                E                $
                                                F                $
                                                XP               $


________________________                       A-1               $
________________________                       A-2               $
________________________                       A-3               $
                                               A-SB              $
                                               A-4               $
                                               A-1A              $
                                              A-MFL              $
                                              A-MFX              $
                                               A-J               $
                                                B                $
                                                C                $
                                                D                $
                                                E                $
                                                F                $
                                                XP               $



                                      Sch-3





________________________                       A-1                $
________________________                       A-2                $
________________________                       A-3                $
                                              A-SB                $
                                               A-4                $
                                              A-1A                $
                                              A-MFL               $
                                              A-MFX               $
                                               A-J                $
                                                B                 $
                                                C                 $
                                                D                 $
                                                E                 $
                                                F                 $
                                               XP                 $


________________________                       A-1                $
________________________                       A-2                $
________________________                       A-3                $
                                              A-SB                $
                                               A-4                $
                                              A-1A                $
                                              A-MFL               $
                                              A-MFX               $
                                               A-J                $
                                                B                 $
                                                C                 $
                                                D                 $
                                                E                 $
                                                F                 $
                                               XP                 $


________________________                       A-1                $
________________________                       A-2                $
________________________                       A-3                $
                                              A-SB                $
                                               A-4                $
                                              A-1A                $
                                              A-MFL               $
                                              A-MFX               $
                                               A-J                $
                                                B                 $
                                                C                 $
                                                D                 $
                                                E                 $
                                                F                 $
                                               XP                 $



                                      Sch-4



                                  SCHEDULE III

            The Underwriter Information in the Offering Prospectus and the
Prospectus Supplement consists of: [TO COME].


                                      Sch-1