8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report: March 28, 2008
(Date of earliest event reported)

              Credit Suisse First Boston Mortgage Securities Corp.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                333-141613-11                13-3320910
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(State or other jurisdiction       (Commission                (IRS Employer
     of incorporation)              File No.)              Identification No.)

          11 Madison Avenue
          New York, New York                                     10010
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(Address of principal executive offices)                       (Zip Code)

Registrant's Telephone Number, including area code (212) 325-2000
                                                   -----------------------------


- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))



ITEM 8.01   Other Events.
            ------------

            On April 18, 2008, Credit Suisse First Boston Mortgage Securities
Corp. (the "Registrant") issued the Commercial Mortgage Pass-Through
Certificates, Series 2008-C1 in twenty-eight classes. The Class A-1, Class A-2,
Class A-AB, Class A-3 and Class A-1-A Certificates (collectively, the "Offered
Certificates") with an aggregate principal balance of $542,544,000 were sold to
Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and
Deutsche Bank Securities Inc. (collectively, in such capacities, the
"Underwriters"; provided that Deutsche Bank Securities Inc. will not act as an
Underwriter with respect to the Class A-2 Certificates) pursuant to an
Underwriting Agreement, dated March 28, 2008, between the Registrant and the
Underwriters, a form of which is filed as Exhibit 1.1. The Class A-2FL, Class
A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S
and Class A-X (collectively the "Private Certificates" and together with the
Offered Certificates and the Class R, Class LR and Class V Certificates, the
"Certificates") with an aggregate principal balance of $344,662,600 were sold to
Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated
(collectively, in such capacities, the "Initial Purchasers") pursuant to a
Certificate Purchase Agreement, dated March 28, 2008, between the Registrant and
the Initial Purchasers (pertaining to the Private Certificates, which were sold
in a transaction exempt from registration under the Securities Act of 1933, as
amended, pursuant to Section 4(2) of that Act). The Certificates were issued
pursuant to a pooling and servicing agreement, dated as of April 1, 2008 (the
"Pooling and Servicing Agreement"), by and among the Registrant, as depositor,
Wells Fargo Bank, N.A., as trustee, KeyCorp Real Estate Capital Markets, Inc.,
as master servicer, and Midland Loan Services, Inc., as special servicer, a form
of which is filed as Exhibit 4.1. The Certificates represent interests in a
trust fund consisting primarily of a pool of fixed rate commercial and
multifamily mortgage loans (the "Mortgage Loans"). The Mortgage Loans were
acquired by the Registrant from (1) Column Financial, Inc. (the "Column Mortgage
Loan Seller") pursuant to a mortgage loan purchase agreement, dated as of April
1, 2008 (the "Column Mortgage Loan Purchase Agreement"), between the Column
Mortgage Loan Seller and the Registrant, a form of which is filed as Exhibit
10.1, (2) KeyBank National Association (the "KeyBank Mortgage Loan Seller")
pursuant to a mortgage loan purchase agreement, dated as of April 1, 2008 (the
"KeyBank Mortgage Loan Purchase Agreement"), between the KeyBank Mortgage Loan
Seller and the Registrant, a form of which is filed as Exhibit 10.2 and (3)
National City Bank (the "NatCity Mortgage Loan Seller") pursuant to a mortgage
loan purchase agreement, dated as of April 1, 2008 (the "NatCity Mortgage Loan
Purchase Agreement"), between the NatCity Mortgage Loan Seller and the
Registrant, a form of which is filed as Exhibit 10.3.

            Interest on the Certificates will be paid on each Distribution Date
(as defined in the Pooling and Servicing Agreement). Monthly payments in
reduction of the principal amount of the Certificates will be allocated to the
Certificates in accordance with the priorities set forth in the Pooling and
Servicing Agreement.



ITEM 9.01   Financial Statements and Exhibits.
            ---------------------------------

(d)   Exhibits

            Exhibit No.             Description
            -----------             -----------

            1.1                     Underwriting Agreement

            4.1                     Pooling and Servicing Agreement

            10.1                    Column Mortgage Loan Purchase Agreement

            10.2                    KeyBank Mortgage Loan Purchase Agreement

            10.3                    NatCity Mortgage Loan Purchase Agreement



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                   CREDIT SUISSE FIRST BOSTON
                                      MORTGAGE SECURITIES CORP.


Date: April 23, 2008

                                   By:    /s/ Jeffrey Altabef
                                   Name:  Jeffrey Altabef
                                   Title: Vice President




                                INDEX TO EXHIBITS
                                -----------------

                                                                  Paper (P) or
Exhibit No.          Description                                  Electronic (E)
- -----------          -----------                                  --------------

1.1                  Underwriting Agreement                             E

4.1                  Pooling and Servicing Agreement                    E

10.1                 Column Mortgage Loan Purchase Agreement            E

10.2                 KeyBank Mortgage Loan Purchase Agreement           E

10.3                 NatCity Mortgage Loan Purchase Agreement           E

EX-1.1

                                   EXHIBIT 1.1

                             Underwriting Agreement

                                  See attached




              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                    Depositor

          Commercial Mortgage Pass-Through Certificates, Series 2008-C1

                             UNDERWRITING AGREEMENT
                             ----------------------

                                                       March 28, 2008

CREDIT SUISSE SECURITIES (USA) LLC
Eleven Madison Avenue
New York, New York  10010

MORGAN STANLEY & CO. INCORPORATED
1585 Broadway
New York, New York 10036

DEUTSCHE BANK SECURITIES INC.
60 Wall Street
New York, New York  10005

Ladies and Gentlemen:

      1. Introductory. Credit Suisse First Boston Mortgage Securities Corp., a
Delaware corporation (the "Depositor"), proposes to form one or more real estate
mortgage investment conduits (the "Trust"), which will issue certain securities
entitled Credit Suisse First Boston Mortgage Securities Corp. Commercial
Mortgage Pass-Through Certificates, Series 2008-C1 and including the classes
thereof specified on Schedule I hereto (the classes of such securities so
specified on Schedule I hereto, the "Certificates"). Each Certificate will
evidence a fractional undivided, percentage interest or beneficial interest in
the Trust. The terms on which the Trust will issue the Certificates will be
specified in the Prospectus (as defined herein). The property of the Trust will
consist of a pool of 60 fixed rate mortgage loans, secured by multifamily and
commercial properties (collectively, the "Mortgage Loans") that will be
purchased by the Depositor from Column Financial, Inc. (the "Column Mortgage
Loan Seller"), KeyBank National Association (the "KeyBank Mortgage Loan Seller")
and National City Bank (in such capacity, the "National City Mortgage Loan
Seller" and together with the Column Mortgage Loan Seller and the KeyBank
Mortgage Loan Seller, the "Mortgage Loan Sellers"), pursuant to those certain
Mortgage Loan Purchase Agreements, each dated as of April 1, 2008 (collectively,
the "Mortgage Loan Purchase Agreements"), and will be serviced by KeyCorp Real
Estate Capital Markets, Inc., as master servicer (the "Master Servicer"), and,
if and when necessary, Midland Loan Services, Inc., as special servicer (the
"Special Servicer"), pursuant to that certain Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of April 1, 2008, by and among
the Depositor, the Master Servicer, the Special Servicer and Wells Fargo Bank,
N.A., as trustee (the "Trustee"), and certain related property to be conveyed to
the Trust by the Depositor (the "Trust Fund"). The Mortgage Loans will be
transferred to the Trust, and the Certificates will be issued pursuant to the
Pooling and Servicing Agreement. In addition, certain of Mortgage Loans that
were sold to the Depositor by the Column Mortgage Loan Seller and the National
City Mortgage Loan Seller will be primary serviced by Column Financial, Inc. and
Capstone Realty Advisors, LLC (collectively, in such capacities, the "Primary
Servicers"), respectively, pursuant to two separate sub-servicing agreements, by
and between the Master Servicer and each Primary Servicer.

      The offering of the Certificates made pursuant to the Registration
Statement (as defined below) will be made through you, as underwriters (the
"Underwriters" and, individually, an "Underwriter"). This Agreement provides for
the sale of such Certificates to, and the purchase and offering thereof by, you,
as underwriters (it being understood that Deutsche Bank Securities Inc. will not
act as an underwriter with respect to the Class A-2 Certificates). Schedule I
shall specify the principal balance of each class of the Certificates to be
issued and any terms thereof not otherwise specified in the Pooling and
Servicing Agreement, the classes of Certificates subject to this Agreement, the
price at which such Certificates are to be purchased by the Underwriters from
the Depositor and the aggregate amount of each class of Certificates to be
purchased by each Underwriter. The offering of the Certificates will be governed
by this Agreement.

      At or prior to the time when sales to purchasers of the Certificates were
first made, which was approximately 3:30 p.m. on March 28, 2008 (the "Time of
Sale"), the Depositor had prepared the following information (collectively, the
"Rule 159 Information"): (i) the Depositor's Free Writing Prospectus dated March
18, 2008 (the cover page of which is attached hereto as Annex A) (as modified by
the Update dated March 28, 2008 to Free Writing Prospectus dated March 18,
2008), (ii) the term sheet dated March 18, 2008, relating to the Certificates,
and (iii) certain other "free-writing prospectuses" (as defined pursuant to Rule
405 under the 1933 Act) (each of items (i) through (iii), a "Free Writing
Prospectus"). If, subsequent to the date of this Agreement, the Depositor and
the Underwriters determine that such information included an untrue statement of
material fact or omitted 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 and terminate their old purchase contracts and enter into
new purchase contracts with investors in the Certificates, then "Rule 159
Information" will refer to the information conveyed to purchasers at the time of
entry into the first such new purchase contract, including any information that
corrects such material misstatements or omissions, and "Time of Sale" will refer
to the time and date on which such new purchase contracts were entered into.

      2. Representations and Warranties of the Depositor. The Depositor
represents and warrants to you as of the date hereof as follows:

      (a) The Depositor has filed with the Securities and Exchange Commission
(the "Commission") a registration statement (File No. 333-141613) on Form S-3
for the registration of the Certificates under the Securities Act of 1933, as
amended (the "1933 Act"), which registration statement has become effective. The
Depositor proposes to and will file with the Commission pursuant to Rule 424(b)
under the 1933 Act a supplement to the form of prospectus included in such
registration statement relating to the Certificates and the plan of distribution
thereof. Such registration statement, including the exhibits thereto and
information that is contained in the Prospectus (as defined below) and is deemed
to be part of and included in such registration statement, as such registration
statement may have been amended or supplemented at the date of the Prospectus,
and including the Prospectus, is hereinafter referred to as the "Registration
Statement"; the prospectus first required to be filed to satisfy the condition
set forth in Rule 172(c) and pursuant to Rule 424(b) under the 1933 Act, is
hereinafter referred to as the "Base Prospectus"; such form of supplement to the
Base Prospectus relating to the Certificates, in the form first required to be
filed to satisfy the condition set forth in Rule 172(c) and pursuant to Rule
424(b) under the 1933 Act (including the Base Prospectus as so supplemented) is
hereinafter referred to as the "Prospectus Supplement"; and the Base Prospectus
and the Prospectus Supplement, together, are hereinafter referred to as the
"Prospectus." The conditions to the use of a registration statement on Form S-3
under the 1933 Act, as set forth in the General Instructions to Form S-3, and
the conditions of Rule 415 under the 1933 Act have been satisfied with respect
to the Registration Statement; and no other amendment to the Registration
Statement will be filed which shall have been reasonably disapproved by you
promptly after reasonable notice thereof. There is no request by the Commission
for any further amendment of the Registration Statement or the Prospectus or for
any additional information; the Commission has not issued any stop order
suspending the effectiveness of the Registration Statement and the Depositor is
not aware of any proceeding for that purpose having been instituted or
threatened; and there has been no notification with respect to the suspension of
the qualification for sale of the Certificates for sale in any jurisdiction or
any proceeding for such purpose having been instituted or threatened;

      (b) the Registration Statement (i) on its effective date and on the date
of the then most recently filed Prospectus Supplement conformed in all respects
to the requirements of the 1933 Act and the rules and regulations thereunder
(the "Rules and Regulations") and did not include any 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 (ii) on the date
hereof will conform in all respects to the requirements of the 1933 Act and the
Rules and Regulations thereunder and will not include any 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 Prospectus on
the date hereof and on the Specified Delivery Date (as defined in Section 3
hereof) will conform in all respects to the requirements of the 1933 Act and the
Rules and Regulations thereunder and will not include any 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, in the light of the circumstances
under which they were made, not misleading; provided, however, that the
foregoing does not apply to statements in or omissions from either the
Registration Statement or the Prospectus to the extent based upon and in
conformity with (A) written information furnished to the Depositor by any
Underwriter specifically for use therein (the "Underwriters Information"), (B)
information contained in the Prospectus Supplement regarding the Mortgage Loans
that is contained in the Loan Detail (as defined below) or, to the extent
consistent therewith, the Diskette (as defined below), (C) information contained
in the Prospectus Supplement regarding any Mortgage Loan Seller, the Mortgage
Loans sold by such Mortgage Loan Seller to the Depositor or the related
mortgaged real properties, in the case of clauses (B) and (C), to the extent
such information is covered by the related indemnification agreement, dated as
of the date hereof, by and among the Depositor, such Mortgage Loan Seller,
Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated, as
initial purchasers (collectively in such capacities, the "Initial Purchasers"),
and each Underwriter (each such indemnification agreement, a "Mortgage Loan
Seller Indemnification Agreement" and the information in clauses (B) and (C),
collectively, the "Mortgage Loan Sellers Information"), and (D) information
contained in the Prospectus Supplement regarding the Master Servicer, the
Primary Servicers, the Special Servicer and the Trustee (each of the Master
Servicer, the Primary Servicers, the Special Servicer, and the Trustee, a
"Transaction Party" and collectively, the "Transaction Parties") under the
headings "The Series 2008-C1 Pooling and Servicing Agreement--The Master
Servicer," "--The Primary Servicers," "--The Special Servicer" and "--The
Trustee," as applicable, and certain other sections in the Prospectus
Supplement, in each case as specified in, and only to the extent such
information is covered by, the related indemnification agreement, dated as of
the date hereof, by and among the Depositor, such Transaction Party, each
Initial Purchaser and each Underwriter (each such indemnification agreement, a
"Transaction Party Indemnification Agreement" and collectively with the Mortgage
Loan Seller Indemnification Agreements, the "Indemnification Agreements"; the
information in this clause (D), collectively, the "Transaction Party
Information"). "Loan Detail" shall mean the information set forth in Exhibit A-1
and Exhibit A-2 to the Prospectus Supplement. "Diskette" shall mean the
information set forth on the diskette attached to the Prospectus Supplement;

      (c) There is no request by the Commission for any further amendment of the
Registration Statement or the Prospectus or for any additional information; the
Commission has not issued any stop order suspending the effectiveness of the
Registration Statement and the Depositor is not aware of any proceeding for that
purpose having been instituted or threatened; and there has been no notification
with respect to the suspension of the qualification for sale of the Certificates
for sale in any jurisdiction or any proceeding for such purpose having been
instituted or threatened;

      (d) The Rule 159 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 the Depositor makes no representation and warranty with respect to
(A) any statements or omissions made in reliance upon and in conformity with the
Underwriters Information or (B) any Mortgage Loan Sellers Information contained
in or omitted from such Rule 159 Information. The parties acknowledge that none
of the Underwriters has furnished any Underwriters Information to the Depositor
expressly for use in the Rule 159 Information.

      (e) Other than the Prospectus, the Depositor (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 Certificates other than (i) any document not
constituting a prospectus pursuant to Section 2(a)(10)(a) of the 1933 Act or
Rule 134 under the 1933 Act, (ii) the Rule 159 Information, and (iii) each other
written communication of the Depositor or its agents and representatives
approved by the Underwriters either in writing in advance or in any other manner
mutually agreed by the Underwriters and the Depositor (each such communication
referred to in clause (ii) and this clause (iii), together with any other
"issuer free writing prospectus," as defined in Rule 433(h) under the 1933 Act,
relating to the Certificates, being referred to herein as an "Issuer Free
Writing Prospectus"). Each such Issuer Free Writing Prospectus complied or, if
used after the date hereof, will comply, in all material respects with the 1933
Act and the rules and regulations promulgated thereunder, has been filed or will
be filed in accordance with Section 8 (to the extent required thereby) and did
not at the Time of Sale, and at the Closing Date will not, contain any untrue
statements of a material fact or (when read in conjunction with the other Rule
159 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 the Depositor makes no representation and
warranty with respect to (i) any statements or omissions made in reliance upon
and in conformity with the Underwriters Information or (ii) any Mortgage Loan
Sellers Information contained in or omitted from any Issuer Free Writing
Prospectus. The parties acknowledge that none of the Underwriters has furnished
any Underwriters Information to the Depositor expressly for use in any Issuer
Free Writing Prospectus.

      (f) the Depositor has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with full
corporate power and authority to own its assets and conduct its business as
described in the Prospectus, is duly qualified as a foreign corporation in good
standing in all jurisdictions in which the ownership or lease of its property or
the conduct of its business requires such qualification, except where the
failure to be so qualified would not have a material adverse effect on the
Depositor or its ability to perform its obligations under this Agreement, any
Mortgage Loan Purchase Agreement or the Pooling and Servicing Agreement, 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 business;

      (g) the Pooling and Servicing Agreement, the Mortgage Loan Purchase
Agreements and the Certificates conform, or will conform as of the Specified
Delivery Date, to the description thereof contained in the Registration
Statement and the Prospectus; and the Certificates, on the date hereof, will
have been duly and validly authorized and, when such Certificates are duly and
validly executed by the Depositor or the Trustee, authenticated by the Trustee
and delivered in accordance with the Pooling and Servicing Agreement and
delivered and paid for as provided herein, will be validly issued and
outstanding and entitled to the benefits afforded by the Pooling and Servicing
Agreement;

      (h) the Depositor 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 be material and adverse to the Depositor or
which violation or default would have a material adverse effect on the
performance by the Depositor of its obligations under this Agreement, the
Pooling and Servicing Agreement, the Certificates or any of the Mortgage Loan
Purchase Agreements; there are no actions or proceedings against, or
investigations of, the Depositor pending, or, to the knowledge of the Depositor,
threatened, before any court, administrative agency or other tribunal (i)
asserting the invalidity of this Agreement, the Pooling and Servicing Agreement,
any of the Mortgage Loan Purchase Agreements or the Certificates, (ii) seeking
to prevent the issuance of the Certificates or the consummation of any of the
transactions contemplated by this Agreement, (iii) which might materially and
adversely affect the performance by the Depositor of its obligations under, or
the validity or enforceability against the Depositor of, this Agreement, the
Pooling and Servicing Agreement, any of the Mortgage Loan Purchase Agreements or
the Certificates or (iv) seeking to affect adversely the federal income tax
attributes of the Certificates described in the Prospectus;

      (i) there has not been, and as of the Specified Delivery Date there will
not be, any material adverse change in the business operations, financial
condition, properties or assets of the Depositor since the date of its latest
audited financial statements which would have a material adverse effect on the
ability of the Depositor to perform its obligations under this Agreement, the
Pooling and Servicing Agreement or any of the Mortgage Loan Purchase Agreements;

      (j) there are no contracts, indentures or other documents of a character
required by the 1933 Act or by the rules and regulations thereunder to be
described or referred to in the Registration Statement or the Prospectus or to
be filed as exhibits to the Registration Statement which have not been so
described or referred to therein or so filed or incorporated by reference as
exhibits thereto;

      (k) the Depositor 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 the Depositor 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 subject of any unfavorable
decision, ruling or finding, would materially and adversely affect the
condition, financial or otherwise, or the earnings, business affairs or business
prospects of the Depositor;

      (l) the issue and sale of the Certificates and the compliance by the
Depositor with all of the provisions of the Certificates, each Mortgage Loan
Purchase Agreement, this Agreement and the Pooling and Servicing Agreement, and
the execution and delivery by the Depositor of this Agreement, the Pooling and
Servicing Agreement and the Mortgage Loan Purchase Agreements are within the
corporate power of the Depositor and have been, or will have been, duly
authorized by all necessary corporate action on the part of the Depositor; and
neither the execution and delivery by the Depositor of such instruments, nor the
consummation by the Depositor of the transactions herein or therein
contemplated, nor the compliance by the Depositor with the provisions hereof or
thereof, will (A) conflict with or result in a breach of, or constitute a
default under, any of the provisions of the certificate of incorporation or
by-laws of the Depositor, (B) conflict with any of the provisions of any law,
governmental rule, regulation, judgment, decree or order binding on the
Depositor or its properties, (C) conflict with any of the provisions of any
indenture, mortgage, contract or other instrument to which the Depositor is a
party or by which it is bound or (D) except as contemplated by the Pooling and
Servicing Agreement, result in the creation or imposition of any lien, charge or
encumbrance upon any of its property or assets pursuant to the terms of any such
indenture, mortgage, contract or other instrument;

      (m) this Agreement has been duly authorized, executed and delivered by the
Depositor;

      (n) on the Specified Delivery Date, the Pooling and Servicing Agreement
and the Mortgage Loan Purchase Agreements will have been duly authorized,
executed and delivered by the Depositor and will be valid and binding agreements
of the Depositor, enforceable against the Depositor in accordance with their
respective terms, except to the extent that enforcement thereof may be limited
by (1) bankruptcy, insolvency, reorganization, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights generally and (2)
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity);

      (o) all approvals, authorizations, consents, orders or other actions of
any person, corporation or other organization, or of any court, governmental
agency or body or official (except with respect to the state securities or "blue
sky" laws of various jurisdictions) required in connection with the valid and
proper authorization, issuance and sale of the Certificates pursuant to this
Agreement and the Pooling and Servicing Agreement have been or will be taken or
obtained on or prior to the Specified Delivery Date;

      (p) at the Specified Delivery Date, each of the Mortgage Loans will meet
the criteria for selection described in the Prospectus Supplement;

      (q) neither the Depositor nor the Trust Fund is, and neither the sale of
the Certificates in the manner contemplated by the Prospectus nor the activities
of the Trust Fund pursuant to the Pooling and Servicing Agreement will cause the
Depositor or the Trust Fund to be, an "investment company" or under the control
of an "investment company" as such terms are defined under the Investment
Company Act of 1940, as amended, and the Pooling and Servicing Agreement is not
required to be qualified under the Trust Indenture Act of 1939, as amended;

      (r) at the time of the execution and delivery of the Pooling and Servicing
Agreement, the Depositor (A) except as disclosed in the Prospectus, will convey
to the Trustee, or cause to be conveyed to the Trustee, all of the Depositor's
right, title and interest in and to the Mortgage Loans being transferred to the
Trustee pursuant to the Pooling and Servicing Agreement, free and clear of any
lien, mortgage, pledge, charge, encumbrance, adverse claim or other security
interest (collectively "Liens") granted by or imposed upon the Depositor, (B)
will not have assigned to any person any of its right, title or interest in the
Mortgage Loans or in the Pooling and Servicing Agreement or the Certificates,
and (C) will have the power and authority to transfer or cause to be transferred
the Mortgage Loans to the Trustee and to sell the Certificates to the
Underwriters. Upon execution and delivery of the Pooling and Servicing Agreement
by the Trustee, the Trustee will have acquired ownership of all of the
Depositor's right, title and interest in and to the Mortgage Loans except to the
extent disclosed in the Prospectus, and upon delivery to the Underwriters of the
Certificates pursuant hereto, each Underwriter will have good title to the
Certificates purchased by such Underwriter, in each case free of Liens granted
by or imposed upon the Depositor;

      (s) under generally accepted accounting principles and for federal income
tax purposes, the Depositor will report the transfer of the Mortgage Loans to
the Trustee in exchange for the Certificates and the sale of the Certificates to
the Underwriters pursuant to this Agreement as a sale of the interest in the
Mortgage Loans evidenced by the Certificates. The consideration received by the
Depositor upon the sale of the Certificates to the Underwriters will constitute
reasonably equivalent value and fair consideration for the Certificates. The
Depositor will be solvent at all relevant times prior to, and will not be
rendered insolvent by, the sale of the Certificates to the Underwriters. The
Depositor is not selling the Certificates to the Underwriters with any intent to
hinder, delay or defraud any of the creditors of the Depositor;

      (t) at the Specified Delivery Date, the respective classes of Certificates
shall have been assigned ratings no lower than those set forth in Schedule I
hereto by the nationally recognized statistical rating organizations identified
in Schedule I hereto;

      (u) any taxes, fees and other governmental charges in connection with the
execution, delivery and issuance of this Agreement, the Pooling and Servicing
Agreement and the Certificates payable by the Depositor (other than income
taxes) have been paid or will be paid at or prior to the Specified Delivery
Date; and

      (v) the Depositor is not, and on the date on which the first bona fide
offer of the Certificates is made will not be, an "ineligible issuer," as
defined in Rule 405 under the 1933 Act.

      3. Purchase, Sale and Delivery of Certificates. Delivery of and payment
for the Certificates will be made at such place and at such time as shall be
specified in Schedule I or at such other time thereafter as set forth in
Schedule I or as you and the Depositor shall agree upon, each such time being
hereinafter referred to as a "Specified Delivery Date." Delivery of such
Certificates shall be made by the Depositor to the Underwriters against payment
of the purchase price specified in Schedule I in same day funds wired to such
bank as may be designated by the Depositor, or by such other manner of payment
as may be agreed upon by the Depositor and you. Unless otherwise provided for,
the Certificates to be so delivered will be in definitive, fully registered
form, in such denominations and registered in such names as you request, and
will be made available through the facilities of The Depository Trust Company,
or otherwise as you may request.

      4. Offering by Underwriters. (a) It is understood that the Underwriters
propose to offer the Certificates subject to this Agreement for sale to the
public as set forth in the Prospectus.

      (b) Each Underwriter represents, warrants and agrees that: (i) it has not
sold or offered the Certificates in the United Kingdom, and it has not delivered
or communicated the Prospectus or any other invitation or inducement to buy or
participate in the Certificates in the United Kingdom, except to persons who (A)
have professional experience of participating in unregulated collective
investment schemes and of matters relating to investments falling within both
Article 14(5) of the Financial Services and Markets Act 2000 (Promotion of
Collective Investment Schemes) (Exemptions) Order 2001 (the "CIS Order") and
Article 19(5) of the Financial Services and Markets Act (Financial Promotion)
Order 2001 (the "FP Order") or (B) fall within Article 22(2)(a) through (d)
("high net worth companies, unincorporated associations, etc.") of the CIS Order
and Article 49(2)(a) though (d) of the FP Order; and (ii) it has complied and
will comply with all applicable provisions of the Financial Services and Markets
Act 2000 with respect to anything done by it in relation to the Certificates in,
from or otherwise involving the United Kingdom.

      5. Covenants of the Depositor. The Depositor covenants and agrees with you
that:

      (a) the Depositor has prepared and/or shall prepare a Prospectus
Supplement setting forth the amount of Certificates covered thereby and the
terms thereof not otherwise specified in the Base Prospectus, the price at which
such Certificates are to be purchased by the Underwriters from the Depositor,
either the initial public offering price or the method by which the price at
which such Certificates are to be sold will be determined, the selling
concessions and reallowances, if any, and such other information as you and the
Depositor deem appropriate in connection with the offering of such Certificates,
but the Depositor shall not file any amendments to the Registration Statement as
in effect with respect to the Certificates, or any amendments or supplements to
the Prospectus, unless it has first delivered copies of such amendments or
supplements to you, it has given you a reasonable opportunity to review the same
and you have reasonably objected thereto promptly thereafter; the Depositor
shall immediately advise you or your counsel (i) when notice is received from
the Commission that any post-effective amendment to the Registration Statement
has been filed or has become or will become effective or any supplement to the
Prospectus or any amended Prospectus, in each case relating to the Certificates
has been filed and will furnish you with copies thereof, (ii) of any request by
the Commission for any amendment of the Registration Statement or the Prospectus
or for any additional information relating to the Certificates and (iii) of any
order or communication suspending or preventing, or threatening to suspend or
prevent, the offer and sale of the Certificates or of any proceedings or
examinations that may lead to such an order or communication, whether by or of
the Commission or any authority administering any state securities or "blue sky"
law, as soon as the Depositor is advised thereof, and shall use its best efforts
to prevent the issuance of any such order or communication and to obtain as soon
as possible its lifting, if issued;

      (b) if, at any time when the Prospectus is required to be delivered under
the 1933 Act, any event occurs as a result of which the Prospectus as then
amended or supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, or if it
is necessary at any time to amend or supplement the Prospectus to comply with
the 1933 Act or the Rules and Regulations, the Depositor shall prepare and file
with the Commission, an amendment or supplement that will correct such statement
or omission or an amendment that will effect such compliance;

      (c) the Depositor shall make generally available to the holders of the
Certificates (the "Certificateholders"), in each case as soon as practicable,
earning statements covering (i) a period of 12 months beginning not later than
the first day of the related Trust's fiscal quarter next following the effective
date of the Registration Statement and (ii) a period of 12 months beginning no
later than the first day of the Trust's fiscal quarter next following the date
hereof which will satisfy the provisions of Section 11(a) of the 1933 Act and
Rule 158 of the Commission with respect to the Certificates. The Depositor shall
cause the Trustee to furnish or make available, within a reasonable time after
the end of each calendar year, to each holder of a Certificate at any time
during such year, such information as the Depositor deems necessary or desirable
to assist Certificateholders in preparing their federal income tax returns;

      (d) the Depositor shall furnish to you copies of the Registration
Statement, the Prospectus, and all amendments and supplements to such documents
relating to the Certificates, in each case as soon as available and in such
quantities as you reasonably request as long as you are required to deliver the
Prospectus under the 1933 Act in connection with the sale of the Certificates;
provided that any such documents requested by you on a date that is more than
nine (9) months after April 18, 2008 (the "Closing Date") shall be provided at
your expense;

      (e) the Depositor shall arrange for the qualification of the Certificates
for sale and the determination of their eligibility for investment under the
laws of such jurisdictions as you designate and shall continue such
qualifications in effect so long as required for the distribution; provided,
however, that neither the Depositor nor the Trust shall be required to qualify
to do business in any jurisdiction where it is now not qualified or to take any
action which would subject it to general or unlimited service of process in any
jurisdiction in which it is now not subject to service of process;

      (f) the Depositor shall, while the Certificates are outstanding;

            (i) furnish to you, as soon as available, copies of all reports
filed with the Commission and copies of each notice published or mailed to
holders of the Certificates pursuant to the Pooling and Servicing Agreement; and

            (ii) furnish to you such other information with respect to the Trust
or its financial condition or results of operations, as you may reasonably
request, including but not limited to information necessary or appropriate to
the maintenance of a secondary market in the Certificates; and

      (g) as between itself and the Underwriters, the Depositor will pay all
expenses incidental to the performance of its obligations under this Agreement,
including without limitation (i) expenses of preparing, printing and reproducing
the Prospectus (including any amendments thereof and supplements thereto), the
Pooling and Servicing Agreement and the Certificates, (ii) the fees charged by
Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc. ("S&P") and Fitch, Inc. ("Fitch" and together with S&P, the "Rating
Agencies") for rating the Certificates, (iii) the fees and expenses of the
Trustee, and any agent of the Trustee and the fees and disbursements of counsel
for the Trustee in connection with the Pooling and Servicing Agreement and the
Certificates, and (iv) all other costs and expenses incidental to the
performance by the Depositor of its obligations hereunder that are not otherwise
specifically provided for in this subsection. It is understood that, except as
provided in this subsection (g) and in Section 10 below, each Underwriter will
pay all of its own expenses including all out-of-pocket and/or internally
allocated costs and expenses incurred by them in connection with the transaction
herein contemplated, including, without limitation, fees and expenses of their
counsel, any transfer taxes on the Certificates and the expenses of any
advertising of the offering of the Certificates made by the Underwriters; and

      (h) during the period when a prospectus is required by law to be delivered
in connection with the sale of the Certificates pursuant to this Agreement, the
Depositor shall file, or cause the Trustee to file on behalf of the Trust, on a
timely and complete basis, all documents that are required to be filed by the
related Trust with the Commission pursuant to Sections 13, 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

      6. Conditions to the Obligations of the Underwriters. The obligations of
the Underwriters to purchase and pay for the Certificates subject to this
Agreement will be subject to the accuracy of the representations and warranties
on the part of the Depositor as of the date hereof and the Specified Delivery
Date, to the accuracy of the statements of the Depositor made pursuant to the
provisions hereof, to the performance by the Depositor in all material respects
of its obligations hereunder and to the following additional conditions
precedent:

      (a) you shall have received a letter from Ernst & Young LLP dated the date
hereof and, if requested by you, dated the Specified Delivery Date, each in the
forms heretofore agreed to;

      (b) all actions required to be taken and all filings required to be made
by the Depositor under the 1933 Act prior to the Specified Delivery Date shall
have been duly taken or made; and prior to the Specified Delivery Date, no stop
order suspending the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been instituted, or to the
knowledge of the Depositor or any Underwriter, shall be contemplated by the
Commission;

      (c) unless otherwise specified in Schedule I, the Certificates subject to
this Agreement and offered by means of the Registration Statement shall be rated
the ratings specified in Schedule I, and shall not have been lowered or placed
on any credit watch with a negative implication for downgrade;

      (d) you shall have received an opinion of counsel to the guarantor, Credit
Suisse acting through Credit Suisse (USA), Inc., dated the Specified Delivery
Date, and in the form agreed to on or prior to such date;

      (e) you shall have received opinions of Cadwalader, Wickersham & Taft LLP,
special counsel to the Depositor and Credit Suisse Securities (USA) LLC, dated
the Specified Delivery Date, in substantially the form agreed to on or prior to
such date;

      (f) you shall have received an opinion of special counsel to each Mortgage
Loan Seller, dated the Specified Delivery Date, in the form agreed to on or
prior to such date;

      (g) you shall have received an opinion of counsel to the Trustee, dated
the Specified Delivery Date, in the form agreed to on or prior to such date,
together with a reliance letter addressed to the Rating Agencies and the
Depositor;

      (h) you shall have received an opinion of counsel to the Master Servicer,
dated the Specified Delivery Date, in the form agreed to on or prior to such
date;

      (i) you shall have received an opinion of counsel to the Special Servicer,
dated the Specified Delivery Date, in the form agreed to on or prior to such
date;

      (j) you shall have received letters, dated the Specified Delivery Date,
from counsel rendering opinions to the Rating Agencies, to the effect that you
may rely upon their opinion to such Rating Agencies, as if such opinion were
rendered to you, or such opinions shall be addressed to you;

      (k) you shall have received a certificate or certificates signed by such
of the principal executive, financial and accounting officers of the Depositor
as you may request, dated the Specified Delivery Date, in the form agreed to on
or prior to such date;

      (l) you shall have received a certificate of the Trustee, signed by one or
more duly authorized officers of the Trustee, dated the Specified Delivery Date,
in the form agreed to on or prior to such date;

      (m) you shall have received a certificate of the Master Servicer, signed
by one or more duly authorized officers of the Master Servicer, dated the
Specified Delivery Date, in the form agreed to on or prior to such date;

      (n) you shall have received a certificate of the Special Servicer, signed
by one or more duly authorized officers of the Special Servicer, dated the
Specified Delivery Date, in the form agreed to on or prior to such date;

      (o) the Mortgage Loan Sellers shall have sold the Mortgage Loans to the
Depositor pursuant to the Mortgage Loan Purchase Agreements; and

      (p) you shall have received such other documents, certificates, letters
and opinions as you may reasonably request.

      7. Indemnification. (a) The Depositor shall indemnify and hold harmless
each Underwriter, each of its officers and each of its directors and each
person, if any, that controls any Underwriter within the meaning of the 1933 Act
or the Exchange Act against any expenses, losses, claims, damages or
liabilities, joint or several, to which such Underwriter or such officer,
director or controlling person may become subject under the 1933 Act, the
Exchange Act or otherwise, and shall reimburse any legal or other expenses
reasonably incurred by such Underwriter or any such director, officer, or
controlling person in connection with investigating or defending any such
expense, loss, claim, damage, liability or action, in each case 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 any material fact contained in the Registration Statement (which,
for the avoidance of doubt, includes, without limitation, the Prospectus) or any
amendment or supplement thereto or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, (ii) any untrue statement or alleged untrue
statement of any material fact contained in (x) any Issuer Free Writing
Prospectus or (y) any Issuer Information (as defined in Section 8(b)) contained
in (1) any Underwriter Free Writing Prospectus (as defined in Section 8(b)
hereof) prepared by or on behalf of such Underwriter, or (2) any Free Writing
Prospectus that is required to be filed pursuant to Section 8(e)(iii) or Section
8(h) hereof (clauses (x) and (y) collectively, the "Issuer Disclosure
Materials"), or the omission or alleged omission to state a material fact
required to make the statements therein (when read in connection with the other
Rule 159 Information), in light of the circumstances under which they were made,
not misleading, which error or omission was not corrected by information
subsequently supplied by the Depositor to such Underwriter within a reasonable
period of time prior to the Time of Sale or (iii) any breach of the
representation and warranty in Section 2(v).

      Notwithstanding the foregoing, (i) the Depositor shall not be liable in
any such case to the extent that any such expense, loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement in, or omission or alleged omission from, any such documents in
reliance upon and in conformity with (A) any Underwriters Information, (B) any
Mortgage Loan Sellers Information; or (C) any Transaction Party Information, but
in the case of clauses (B) and (C), only to the extent that that the
Underwriters and Depositor are actually indemnified by the applicable party and
(ii) such indemnity with respect to an untrue statement or omission of a
material fact made in any Issuer Disclosure Materials that are part of the
initial Rule 159 Information shall not inure to the benefit of any Underwriter
if information that corrected any untrue statement or omission of a material
fact was furnished to the Underwriters at a reasonable time prior to the Time of
Sale.

      (b) The Depositor acknowledges that the following statements constitute
the only "Underwriters Information" furnished in writing by or on behalf of the
Underwriters for inclusion in the Prospectus: the second sentence of the second
paragraph and the sixth paragraph on the cover of the Prospectus Supplement; the
sub-heading "--Underwriters" in the section of the Prospectus Supplement
entitled "Summary of Prospectus Supplement--Relevant Parties/Entities"; and the
fourth paragraph and the second and third sentences of the fifth paragraph under
the heading "Underwriting" in the Prospectus Supplement. This indemnity
agreement shall be in addition to any liability which the Depositor may
otherwise have.

      (c) Each Underwriter shall severally, and not jointly, indemnify and hold
harmless the Depositor, each of its directors, each of its officers who has
signed the Registration Statement and each person, if any, who controls the
Depositor within the meaning of the 1933 Act or the Exchange Act against any
expenses, losses, claims, damages or liabilities to which the Depositor or any
such director, officer or controlling person may become subject under the 1933
Act, the Exchange Act or otherwise, and shall reimburse any legal or other
expenses reasonably incurred by the Depositor or any such director, officer or
controlling person in connection with investigating or defending any such
expense, loss, claim, damage, liability or action, in each case 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
statements of a material fact in the Underwriters Information, or omissions or
alleged omissions to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading and (ii) untrue statements or alleged
untrue statements of a material fact in any Underwriter Free Writing Prospectus
(as defined in Section 8(b)) prepared by or on behalf of such Underwriter or
omission or alleged omission 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 Rule 159 Information), in light of the
circumstances under which they were made, not misleading; except that, in the
case of clause (ii), no Underwriter shall be obligated so to indemnify and hold
harmless the Depositor (x) for any losses, claims, damages or liabilities caused
by any untrue statement, alleged untrue statement, omission or alleged omission
(including those of a quantitative nature) resulting from an error or omission
in any Mortgage Loan Sellers Information provided by a Mortgage Loan Seller or
in any Transaction Party Information provided by a Transaction Party, as the
case may be, and used for purposes of preparing such Free Writing Prospectus,
which Mortgage Loan Sellers Information or Transaction Party Information was not
corrected by information subsequently supplied by the Depositor, such Mortgage
Loan Seller or such Transaction Party, as the case may be, within a reasonable
period of time prior to the Time of Sale; (y) for any losses, claims, damages or
liabilities caused by any untrue statement, alleged untrue statement, omission
or alleged omission (including those of a quantitative nature) resulting from an
error or omission in the Issuer Information (as defined in Section 8(b) hereof)
supplied by the Depositor or any Mortgage Loan Seller to the Underwriter, which
Issuer Information was not corrected by information subsequently supplied by the
Depositor or any Mortgage Loan Seller within a reasonable period of time prior
to the Time of Sale; or (z) to the extent that the Depositor is entitled to
indemnification or contribution therefor from any Mortgage Loan Seller or any
Transaction Party pursuant to any Indemnification Agreement. Notwithstanding the
foregoing, the indemnity provided in clause (ii) in the immediately preceding
sentence will apply only if such misstatement or omission was not also a
misstatement or omission in the Rule 159 Information. This indemnity agreement
shall be in addition to any liability that such Underwriter may otherwise have.

      (d) Promptly after receipt by an indemnified party under this Section 7 of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party of the commencement thereof; but the
omission to so notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party under Section 7 (a) and
(c), except to the extent that such omission to notify materially prejudices the
indemnifying party, or relieve it from any liability that it may have other than
under this Agreement. In case any such action is brought against any indemnified
party, after such indemnifying party has been notified of the commencement
thereof, such indemnifying party shall be entitled to participate therein (at
its own expense), and, to the extent that it may wish, shall be entitled to
assume the defense thereof (jointly with any other indemnifying party similarly
notified) with counsel reasonably satisfactory to such indemnified party (which
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election to so assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation. In any such proceeding, any indemnified party shall have
the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have agreed to the retention of such
counsel, (ii) the named parties to any such proceeding (including any impleaded
parties) include both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them or (iii) the indemnifying
party shall have failed to designate within a reasonable period of time counsel
reasonably satisfactory to the indemnified party (in which case the fees and
expenses shall be paid by the indemnifying party as incurred by the indemnified
party). In no event shall the indemnifying parties be liable for fees and
expenses of more than one counsel (in addition to any local counsel) separate
from their own counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. An indemnifying
party shall not be liable for any settlement of any proceeding effected without
its written consent. However, if settled with such consent or if there be a
final judgment for the plaintiff, the indemnifying party shall indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. If an indemnifying party assumes the defense of any
proceeding, it shall be entitled to settle such proceeding with the consent of
the indemnified party or, if such settlement (i) provides for an unconditional
release of the indemnified party in connection with all matters relating to the
proceeding that have been asserted against the indemnified party in such
proceeding by the other parties to such settlement and (ii) does not require an
admission of fault by the indemnified party, without the consent of the
indemnified party.

      (e) If recovery is not available under the foregoing indemnification
provisions of this Section 7 or is insufficient in respect of any liabilities
referred to therein (on grounds of public policy or otherwise), the parties
entitled to indemnification by the terms thereof shall be entitled to
contribution to liabilities and expenses, except to the extent that contribution
is not permitted under Section 11(f) of the 1933 Act. In determining the amount
of contribution to which the respective parties are entitled, there shall be
considered the relative benefits received by the Depositor on the one hand and
each Underwriter on the other from the offering of the Certificates subject to
this Agreement (taking into account the portion of the proceeds of the offering
realized by each). In the event contribution according to the foregoing sentence
is not permitted by law, in determining the amount of contribution to which the
respective parties are entitled, there shall be considered not only the relative
benefits received by the Depositor on the one hand and such Underwriter on the
other from the offering of the Certificates but also the parties' relative
knowledge and access to information concerning the matter with respect to which
the claim was asserted, the opportunity to correct and prevent any statement or
omission and any other equitable considerations appropriate under the
circumstances. The Depositor and the Underwriters agree that it would not be
equitable if the amount of such contribution were determined by pro rata or per
capita allocation (even if the Underwriters were treated as one entity for such
purpose). Notwithstanding the provisions of this subsection (e), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total underwriting discounts and commissions and other fees received by such
Underwriter in connection with the offering of the Certificates exceeds the
amount of damages that such Underwriter has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. The obligations of the Underwriters in this subsection (e) to
contribute are several in proportion to their respective underwriting
obligations and not joint.

      (f) The amount paid or payable by an indemnified party as a result of the
losses, claims, damages or other liabilities referred to in this Section 7 shall
be deemed to include any legal fees and disbursements or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such claim. In the event that any expenses so paid by the
indemnifying party are subsequently determined to not be required to be borne by
the indemnifying party hereunder, the party which received such payment shall
promptly refund the amount so paid to the party which made such payment. 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. The remedies provided for in
this Section 7 are not exclusive and shall not limit any rights or remedies that
may otherwise be available to any indemnified party at law or in equity.

      (g) The indemnity and contribution agreements contained in this Section 7
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by the Depositor, any
Underwriter, any of their respective directors or officers, or any person
controlling the Depositor or such Underwriter, and (iii) acceptance of and
payment for any of the Certificates.

      (h) The obligations of the Depositor under this Section 7 shall be in
addition to any liability which the Depositor may otherwise have and shall
extend, upon the same terms and conditions, to each officer and director of any
Underwriter and to each person, if any, who controls any Underwriter within the
meaning of the 1933 Act or the Exchange Act; and the obligations of the
Underwriters under this Section 7 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Depositor and to each
person, if any, who controls the Depositor within the meaning of the 1933 Act or
Exchange Act.

      (i) Each Underwriter will indemnify and hold harmless the other
Underwriters and each person, if any, who controls such Underwriters within the
meaning of either the 1933 Act or the Exchange Act (the "Non-Indemnifying
Underwriters") from and against any and all expenses, losses, claims, damages or
liabilities, joint or several, to which the Non-Indemnifying Underwriters become
subject under the 1933 Act, the Exchange Act or other federal or state statutory
law or regulation, 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 or the omission or alleged omission (when read in conjunction with
the Rule 159 Information) to state a material fact necessary in order to make
the statements contained in any Underwriter Free Writing Prospectus prepared by
or on behalf of such indemnifying Underwriter, in light of the circumstances
under which they were made, not misleading at the Time of Sale, or (ii) the
failure of such indemnifying Underwriter, or any member of its selling group to
comply with any provision of Section 8 hereof (any such expenses, losses,
claims, damages or liabilities arising out of or based on the events described
in clauses (i) and (ii), "Covered Liabilities"). In addition, each Underwriter
agrees to reimburse such Non-Indemnifying Underwriters for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending against any such Covered Liabilities or any action in respect thereof,
except to the extent that the Non-Indemnifying Underwriters are entitled to
indemnification or contribution therefor from any Mortgage Loan Seller pursuant
to any Indemnification Agreement. If recovery is not available under the
foregoing indemnification provisions of this Section 7(i) or is insufficient in
respect of any Covered Liabilities (on grounds of public policy or otherwise),
each Underwriter agrees to pay, upon request, as contribution, its pro rata
share of any Covered Liabilities, and such Underwriter's pro rata share of any
legal or other expenses reasonably incurred by such Underwriter in connection
with investigating or defending such Covered Liabilities or any action in
respect thereof, except to the extent that the Non-Indemnifying Underwriters are
entitled to indemnification or contribution therefor from any Mortgage Loan
Seller pursuant to any Indemnification Agreement; provided that no request shall
be made on behalf of any Underwriter if such Underwriter is guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) from any
Underwriter who was not guilty of such fraudulent misrepresentation; provided,
further, that no Underwriter shall be entitled to contribution under this
Section 7(i) from any other Underwriters for any Covered Liabilities or expenses
for which the Underwriter seeking contribution (or its affiliate) would
otherwise be required (or, if such indemnification obligations are held to be
unenforceable on the grounds of public policy or otherwise, would otherwise have
been required) to indemnify such other Underwriters. The obligations of the
Underwriters in this subsection (i) to contribute are several in proportion to
their respective underwriting obligations and not joint. This agreement will be
in addition to any liability that any Underwriter may otherwise have.

      8. Offering Communications; Free Writing Prospectuses. (a) Unless preceded
or accompanied by a prospectus satisfying the requirements of Section 10(a) of
the 1933 Act, no Underwriter shall convey or deliver any written communication
to any person in connection with the initial offering of the Certificates,
unless such written communication (i) is made in reliance on Rule 134 under the
1933 Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B
under the 1933 Act or (iii) constitutes Rule 159 Information or a Free Writing
Prospectus. Without limitation thereby, without the prior written consent of the
Depositor (which consent may be withheld for any reason), no Underwriter shall
prepare, convey or deliver in connection with the initial offering of the
Certificates any Free Writing Prospectus or "ABS informational and computational
material," as defined in Item 1101(a) of Regulation AB under the 1933 Act ("ABS
Informational and Computational Material"), in reliance upon Rules 167 and 426
under the 1933 Act other than materials provided to it by Credit Suisse
Securities (USA) LLC, Morgan Stanley & Co. Incorporated or the Depositor.

      (b) Each Underwriter shall deliver to the Depositor, no later than two (2)
business days prior to the date of first use thereof or such later date as may
be agreed to by the Depositor, (i) any Free Writing Prospectus that was prepared
by or on behalf of such Underwriter (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, Mortgage Loan Sellers Information), and (ii) 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
Certificates. Notwithstanding the foregoing, any Free Writing Prospectus that
contains only ABS Informational and Computational Materials may be delivered by
an Underwriter to the Depositor not later than the later of (A) two (2) business
days prior to the due date for filing of the Prospectus pursuant to Rule 424(b)
under the 1933 Act or such later date as may be agreed to by the Depositor or
(B) the date of first use of such Free Writing Prospectus. It is acknowledged
and agreed that the Rule 159 Information does not include any Underwriter Free
Writing Prospectus.

      (c) Each Underwriter represents and warrants to the Depositor that the
Free Writing Prospectuses to be furnished to the Depositor by such Underwriter
pursuant to Section 8(b) hereof will constitute all Free Writing Prospectuses of
the type described therein that were furnished to prospective investors by such
Underwriter in connection with its offer and sale of the Certificates.

      (d) Each Underwriter represents and warrants to the Depositor that each
Free Writing Prospectus required to be provided by it to the Depositor pursuant
to Section 8(b) hereof did not, as of the date such Free Writing Prospectus was
conveyed or delivered to any prospective investor, include any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements contained therein (when read in
conjunction with the Rule 159 Information), in light of the circumstances under
which they were made, not misleading; provided however, that no Underwriter
makes any representation to the extent such misstatements or omissions were the
result of any inaccurate Issuer Information supplied by the Depositor or any
Mortgage Loan Seller to such Underwriter, which information was not corrected by
information subsequently supplied by the Depositor or any Mortgage Loan Seller
to such Underwriter within a reasonable period of time prior to the Time of
Sale.

      (e) The Depositor agrees to file with the Commission the following:

            (i) Any Issuer Free Writing Prospectus;

            (ii) Any Free Writing Prospectus or portion thereof delivered by an
Underwriter to the Depositor pursuant to Section 8(b) hereof; and

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

      Notwithstanding the foregoing, the Depositor 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 the
Depositor, 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 Certificates, or (2) any Free Writing Prospectus
or portion thereof that contains a description of the Certificates or the
offering of the Certificates which does not reflect the final terms thereof.

      (f) Any Free Writing Prospectus required to be filed pursuant to Section
8(e) hereof by the Depositor shall be filed with the Commission not later than
the date of first use of the Free Writing Prospectus, 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 Certificates
may be filed by the Depositor within two (2) days of the later of the date such
final terms have been established for all classes of 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 Materials may be
filed by the Depositor with the Commission not later than the later of the due
date for filing the final Prospectus relating to the Certificates pursuant to
Rule 424(b) under the 1933 Act or two (2) business days after the first use of
such Free Writing Prospectus;

            (iii) any Free Writing Prospectus required to be filed pursuant to
Section 8(e)(iii) hereof may, if no payment has been made or consideration has
been given by or on behalf of the Depositor for the Free Writing Prospectus or
its dissemination, be filed by the Depositor with the Commission not later than
four (4) business days after the Depositor becomes aware of the publication,
radio or television broadcast or other dissemination of the Free Writing
Prospectus; and

            (iv) the Depositor shall not be required to file (A) Issuer
Information contained in any Free Writing Prospectus of an Underwriter or any
offering participant other than the Depositor, 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
Certificates, or (B) any Free Writing Prospectus or portion thereof that
contains a description of the Certificates or the offering of the Certificates
which does not reflect the final terms thereof.

      (g) Each Underwriter shall file with the Commission, or provide to the
Depositor at least two (2) business days prior to the time such filing is
required, any Free Writing Prospectus that is used or referred to by it and
distributed by or on behalf of such Underwriter which is neither an Issuer Free
Writing Prospectus nor contains Issuer Information 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.

      (h) Notwithstanding the provisions of Section 8(g) hereof, each
Underwriter shall file with the Commission 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 the Depositor or any other offering participant that is in the
business of publishing, radio or television broadcasting or otherwise
disseminating written communications and for which no payment was made or
consideration given by or on behalf of the Depositor or any other offering
participant, not later than four (4) business days after the Underwriter becomes
aware of the publication, radio or television broadcast or other dissemination
of the Free Writing Prospectus.

      (i) Notwithstanding the provisions of Sections 8(e) and 8(g) hereof,
neither the Depositor nor any Underwriter shall be required to file any Free
Writing Prospectus that does not contain substantive changes from or additions
to a Free Writing Prospectus previously filed with the Commission.

      (j) The Depositor and the Underwriters each agree that any Free Writing
Prospectuses prepared by it shall contain the following legend, or substantially
equivalent legend that complies with Rule 433 of the 1933 Act:

      "We have filed a registration statement (including a prospectus) with the
Securities and Exchange Commission for the offering to which this communication
relates. Before you invest, you should read the prospectus in the registration
statement and other documents the depositor has filed with the Securities and
Exchange Commission for more complete information about us, the issuing trust
and this offering. You may get these documents for free by visiting EDGAR on the
Securities and Exchange Commission website at http://www.sec.gov. Alternatively,
the depositor, any underwriter or any dealer participating in the offering will
arrange to send you the prospectus after filing if you request it by calling
toll free 1.800.221.1037."

      (k) The Depositor and the Underwriters each agree to retain all Free
Writing Prospectuses that they have used and that are not required to be filed
pursuant to this Section 8 for a period of three (3) years following the initial
bona fide offering of the Certificates.

      (l) (i) In the event that the Depositor becomes aware that, as of the Time
of Sale, any Issuer Free Writing Prospectus 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 Rule 159
Information), in light of the circumstances under which they were made, not
misleading (a "Defective Issuer Free Writing Prospectus"), the Depositor shall
notify the Underwriters of such untrue statement or omission within one business
day after discovery and the Depositor 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").

            (ii) In the event that any Underwriter becomes aware that, as of the
Time of Sale, any Underwriter Free Writing Prospectus delivered to an investor
in any 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 Rule 159 Information), in light of
the circumstances under which they were made, not misleading (together with a
Defective Issuer Free Writing Prospectus, a "Defective Free Writing
Prospectus"), such Underwriter shall notify the Depositor of such untrue
statement or omission within one business day after discovery.

            (iii) The Underwriters shall, if requested by the Depositor:

                  (1) 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");

                  (2) 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;

                  (3) notify such investor in a prominent fashion that the prior
contract of sale with the investor has been terminated, and of the investor's
rights as a result of termination of such agreement;

                  (4) provide such investor with an opportunity to affirmatively
agree to purchase the Certificates on the terms described in the Corrected Free
Writing Prospectus; and

                  (5) 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.

            (iv) In the event that the Defective Free Writing Prospectus was an
Issuer Free Writing Prospectus or in the event that any Underwriter Free Writing
Prospectus contains any inaccurate Issuer Information supplied by the Depositor
or any Mortgage Loan Seller to the related Underwriter, 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, the Depositor agrees to
reimburse the Underwriters for such costs; provided that, before incurring such
costs, the Underwriters first permits the Depositor access to the applicable
investor and an opportunity to attempt to mitigate such costs through direct
negotiation with such investor.

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

      (m) Each Underwriter covenants with the Depositor that it will make
available to the Depositor, upon reasonable request, such personnel as are
familiar with the Underwriter's compliance procedures for the purpose of
answering questions concerning the Underwriter's practices and procedures for
the preparation and dissemination of written materials concerning the
Certificates to prospective investors prior to the delivery of the final
Prospectus to such investors.

      9. Default of Underwriters. If any Underwriter defaults in its obligations
to purchase Certificates hereunder and the aggregate principal amount of
Certificates that such defaulting Underwriter or Underwriters agreed but failed
to purchase does not exceed 10% of the total principal amount of Certificates to
be purchased hereunder, Credit Suisse Securities (USA) LLC and Morgan Stanley &
Co. Incorporated may make arrangements satisfactory to the Depositor for the
purchase of such Certificates by other persons, but if no such arrangements are
made by such Closing Date, the non-defaulting Underwriters shall be obligated to
purchase the Certificates that such defaulting Underwriter agreed but failed to
purchase hereunder. If any Underwriter so defaults and the aggregate principal
amount of Certificates with respect to which such default occurs exceeds 10% of
the total principal amount of Certificates to be purchased hereunder and
arrangements satisfactory to Credit Suisse Securities (USA) LLC, Morgan Stanley
& Co. Incorporated and the Depositor for the purchase of such Certificates by
other persons are not made within 36 hours after such default, this Agreement
will terminate without liability on the part of any non-defaulting Underwriter
or the Depositor, except as provided in Section 10. As used in this Agreement,
the term "Underwriter" includes any person substituted for an Underwriter under
this Section. Nothing herein will relieve a defaulting Underwriter from
liability for its default.

      10. Termination of the Obligations of the Underwriters. (a) Any
Underwriter may terminate its obligations under this Agreement by notice to the
Depositor at any time at or prior to the Specified Delivery Date if the sale of
the Certificates provided for herein is not consummated because of any failure
or refusal on the part of the Depositor to comply with the terms or to fulfill
any of the conditions of this Agreement, or if for any reason the Depositor
shall be unable to perform its obligations under this Agreement.

      (b) The obligations of the Underwriters to purchase the Certificates on
the Specified Delivery Date shall be terminable by Credit Suisse Securities
(USA) LLC and Morgan Stanley & Co. Incorporated (and, solely with respect to any
Underwriter's obligation to purchase its respective allotment of the
Certificates as specified in Schedule I, by such Underwriter) if at any time on
or prior to the Specified Delivery Date (i) any change, or any development or
event involving a prospective change in the condition (financial or other),
business, properties or results of operations of the Depositor or the Trust
which, in the judgment of a majority in interest of the Underwriters (based on
Underwriting obligations) including Credit Suisse Securities (USA) LLC and
Morgan Stanley & Co. Incorporated is material and adverse and makes it
impractical or inadvisable to proceed with completion of the public offering or
the sale of and payment for the Certificates; (ii) any downgrading in the rating
of any of the Certificates by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the 1933 Act), or
any public announcement that any such organization has under surveillance or
review its rating of any of the Certificates (other than an announcement with
positive implications of a possible upgrading, and no implication of a possible
downgrading, of such rating); (iii) any change in U.S. or international
financial, political or economic conditions or currency exchange rates or
exchange controls as would, in the judgment of a majority in interest of the
Underwriters including Credit Suisse Securities (USA) LLC and Morgan Stanley &
Co. Incorporated, be likely to prejudice materially the success of the proposed
issue, sale or distribution of the Certificates, whether in the primary market
or in respect of dealings in the secondary market; (iv) any material suspension
or material limitation of trading in securities generally on the New York Stock
Exchange or any setting of minimum prices for trading on such exchange, or any
suspension of trading of any Certificates on any relevant exchange or in the
over-the-counter market; (v) any general moratorium on commercial banking
activities declared by any federal or New York State authorities; (vi) any major
disruption of settlements of securities or clearance services in the United
States; or (vii) any attack on, outbreak or escalation of hostilities or act of
terrorism involving the United States, any declaration of war by Congress or any
other national or international calamity or emergency if, in the judgment of a
majority in interest of the Underwriters including Credit Suisse Securities
(USA) LLC and Morgan Stanley & Co. Incorporated, the effect of any such attack,
outbreak, escalation, act, declaration, calamity or emergency makes it
impractical or inadvisable to proceed with completion of the public offering or
the sale of any payment for the Certificates.

      (c) If any Underwriter terminates its obligations under this Agreement in
accordance with Section 10(a), the Depositor shall reimburse such Underwriter
for all reasonable out-of pocket expenses (including reasonable fees and
disbursements of counsel) that shall have been reasonably incurred by such
Underwriter in connection with the proposed purchase and sale of the
Certificates.

      11. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements by the
Depositor and of the several Underwriters set forth in or made pursuant to this
Agreement shall remain in full force and effect, regardless of any investigation
or statement as to the results thereof made by or on behalf of such
Underwriters, the Depositor or any of their respective officers or directors or
any controlling person, and shall survive delivery of and payment of the related
Certificates.

      If this Agreement is terminated pursuant to Section 10 above or if for any
reason the purchase by the Underwriters of the Certificates is not consummated,
the Depositor shall remain responsible for the expenses to be paid or reimbursed
by it pursuant to Section 5(g) above, and the obligations of the Depositor and
such Underwriters pursuant to Section 7 above shall remain in effect.

      12. Obligations of Column Financial, Inc. Column Financial, Inc. agrees
with the Underwriters, for the sole and exclusive benefit of the Underwriters
and each of their respective officers, directors and any other person, if any,
who controls any of the Underwriters within the meaning of the 1933 Act or the
Exchange Act and not for the benefit of any assignee thereof or any other person
or persons dealing with the Underwriters, to indemnify and hold harmless the
Underwriters against any failure by the Depositor to perform its obligations to
the Underwriters and their respective officers, directors and control persons
pursuant to Section 7(a) and Section 7(e) hereof.

      13. Notices. All communications hereunder shall be in writing and, if sent
to Credit Suisse Securities (USA) LLC, shall be mailed, delivered or telecopied
to it at Eleven Madison Avenue, New York, New York 10010, Attention: Edmund
Taylor, with a copy to Casey McCutcheon, Esq., Legal & Compliance Department,
Telecopy No.: (917) 326-8433; if sent to Morgan Stanley & Co. Incorporated,
shall be mailed, delivered or telecopied to it at 1585 Broadway, New York, New
York 10036, Attention: Warren H. Friend, with a copy to Wai-Keng Kwok, Telecopy
No.: (212) 404-4710; if sent to Deutsche Bank Securities Inc., shall be mailed,
delivered or telecopied to it at 60 Wall Street, New York, New York 10005,
Attention: Helaine Kaye, Telecopy No.: (212) 797-0286; or, if sent to the
Depositor, shall be mailed, delivered or telecopied to it at Credit Suisse First
Boston Mortgage Securities Corp., Eleven Madison Avenue, New York, New York
10010, Attention: Edmund Taylor, with a copy to Casey McCutcheon, Esq., Legal &
Compliance Department, Telecopy No.: (917) 326-8433; provided, however, that any
notice to an Underwriter pursuant to Section 7 shall be mailed, delivered or
telecopied to such Underwriter at the address furnished by it.

      14. No Fiduciary Duty. The Depositor acknowledges and agrees that the
Underwriters are acting solely in the capacity of an arm's length contractual
counterparty to the Depositor with respect to the offering of the Certificates
contemplated hereby (including in connection with determining the terms of the
offering) and not as a financial advisor or a fiduciary to, or an agent of, the
Depositor or any other person. Additionally, neither Credit Suisse Securities
(USA) LLC nor any other Underwriter is advising the Depositor or any other
person as to any legal, tax, investment, accounting or regulatory matters in any
jurisdiction. The Depositor shall consult with its own advisors concerning such
matters and shall be responsible for making their own independent investigation
and appraisal of the transactions contemplated hereby, and the Underwriters
shall have no responsibility or liability to the Depositor with respect thereto.
Any review by the Underwriters of the Depositor, the transactions contemplated
hereby or other matters relating to such transactions will be performed solely
for the benefit of the Underwriters and shall not be on behalf of the Depositor.

      15. Successors. This Agreement shall 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 above, and
their successors and assigns, and no other person shall have any right or
obligation hereunder. No purchaser of any Certificates from any Underwriter
shall be deemed a successor or assign by reason merely of such purchase.

      16. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

      17. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.



      If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon it will
become a binding agreement among the Depositor and the several Underwriters in
accordance with its terms. Alternatively, the execution of this Agreement by the
Depositor and its acceptance by or on behalf of the Underwriters may be
evidenced by an exchange of telegraphic or other written communications.

                     [SIGNATURES COMMENCE ON FOLLOWING PAGE]




                                Very truly yours,


                                    CREDIT SUISSE FIRST BOSTON MORTGAGE
                                       SECURITIES CORP.,
                                       as Depositor


                                       By: /s/ Jeffrey Altabef
                                          --------------------
                                          Name:  Jeffrey Altabef
                                          Title: Vice President

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


CREDIT SUISSE SECURITIES (USA) LLC,
   as Underwriter


By: /s/ Reese Mason
   ----------------
   Name:  Reese Mason
   Title: Vice President


MORGAN STANLEY & CO. INCORPORATED,
   as Underwriter


By: /s/ Warren Friend
   ------------------
   Name:  Warren Friend
   Title: Vice President



DEUTSCHE BANK SECURITIES INC.,
   as Underwriter

By: /s/ Charles Y. Lee
   -------------------
   Name:  Charles Y. Lee
   Title: Director

By: /s/ Helaine M. Kaplan
    ---------------------
    Name:  Helaine M. Kaplan
    Title: Managing Director

                     [SIGNATURES CONTINUE ON FOLLOWING PAGE]



Acknowledged and agreed solely as to Section 12:


COLUMN FINANCIAL, INC.


By: /s/ Reese Mason
   ----------------
   Name:  Reese Mason
   Title: Vice President



                                   SCHEDULE I
                                   ----------

Prospectus: Prospectus Supplement dated March 28, 2008 and Base Prospectus dated
March 18, 2008 (Registration Statement No.: 333-141613)

Closing Date & Location: April 18, 2008 at 10 a.m., New York time in the New
York offices of Cadwalader, Wickersham & Taft LLP. All of the Certificates will
be available in book entry form through the facilities of the Depository Trust
Company.

Ratings (S&P/Fitch):

      Class A-1                AAA/AAA
      Class A-2                AAA/AAA
      Class A-AB               AAA/AAA
      Class A-3                AAA/AAA
      Class A-1-A              AAA/AAA

Initial Pass-Through Rates:

      Class A-1                6.1540%
      Class A-2                6.2191%
      Class A-AB               6.2191%
      Class A-3                6.2191%
      Class A-1-A              6.2191%

Certificates to be purchased:

                                            Credit        Morgan       Deutsche
                   Class                    Suisse       Stanley &       Bank
     Class      Certificate    Purchase   Securities        Co.       Securities
  Designation     Balance      Price(1)    (USA) LLC   Incorporated      Inc.
  -----------   ------------   --------   ----------   ------------   ----------
  Class A-1      $78,500,000                 77.1%         22.9%          0%

  Class A-2      $88,721,000                 77.1%         22.9%          0%

  Class A-AB     $57,668,000                 77.1%         22.9%          0%

  Class A-3      $ 8,872,000                 77.1%         22.9%          0%

  Class A-1-A    $ 8,872,000                 77.1%         22.9%          0%


  ----------------------------------------------------------------------------
  (1) Expressed as a percentage of the aggregate principal amount of the
  relevant Class of Certificates to be purchased. The purchase price for each
  interest-bearing Class of Certificates will, as applicable, include accrued
  interest at the initial Pass-Through Rate therefor on the aggregate
  principal amount thereof from and including the Cut-Off Date to but
  excluding the Closing Date.

EX-4.1

                                   EXHIBIT 4.1

                         Pooling and Servicing Agreement

                                  See attached



                                                                     Exhibit 4.1

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
                                    Depositor

                   KEYCORP REAL ESTATE CAPITAL MARKETS, INC.,
                                 Master Servicer

                          MIDLAND LOAN SERVICES, INC.,
                                Special Servicer

                                       and

                             WELLS FARGO BANK, N.A.,
                                     Trustee

                         POOLING AND SERVICING AGREEMENT

                            Dated as of April 1, 2008


                                  $887,206,600
                  Commercial Mortgage Pass-Through Certificates
                                 Series 2008-C1



                                TABLE OF CONTENTS

                                    ARTICLE I

                  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
              CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL

Section 1.01  Defined Terms................................................
Section 1.02  General Interpretive Principles..............................
Section 1.03  Certain Calculations in Respect of the Mortgage Loans........
Section 1.04  Crossed Trust Mortgage Loans.................................
Section 1.05  Certain Adjustments to the Principal Distributions on the
               Certificates................................................

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01  Conveyance of Original Trust Mortgage Loans..................
Section 2.02  Acceptance by Trustee........................................
Section 2.03  Representations, Warranties and Covenants of the
               Depositor; Repurchase and Substitution of Trust Mortgage
               Loans by the Mortgage Loan Sellers for Defects in
               Mortgage Files and Breaches of Representations and
               Warranties..................................................
Section 2.04  Issuance of Uncertificated REMIC I Interests; Execution
               of Certificates.............................................
Section 2.05  Acceptance of Grantor Trusts; Issuance of the Class V
               Certificates................................................

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01  Master Servicer To Act as Master Servicer; Special
               Servicer To Act as Special Servicer; Administration of
               the Mortgage Loans..........................................
Section 3.02  Collection of Mortgage Loan Payments.........................
Section 3.03  Collection of Taxes, Assessments and Similar Items;
               Servicing Accounts..........................................
Section 3.04  The Collection Accounts, Distribution Account, Excess
               Interest Distribution Account, Excess Liquidation
               Proceeds Account, Floating Rate Account and Mortgage
               Loan Combination Custodial Accounts.........................
Section 3.05  Permitted Withdrawals from the Collection Account, the
               Distribution Account and the Floating Rate Account..........
Section 3.06  Investment of Funds in the Collection Account, Mortgage
               Loan Combination Custodial Accounts, Servicing Accounts,
               Cash Collateral Accounts, Lock-Box Accounts, Interest
               Reserve Account, Distribution Account, Excess
               Liquidation Proceeds Account, Excess Interest
               Distribution Account, Floating Rate Account and the REO
               Account.....................................................
Section 3.07  Maintenance of Insurance Policies; Errors and Omissions
               and Fidelity Coverage.......................................
Section 3.08  Enforcement of Due-on-Sale and Due-on-Encumbrance
               Clauses; Assumption Agreements; Defeasance Provisions;
               Other Provisions............................................
Section 3.09  Realization Upon Defaulted Mortgage Loans....................
Section 3.10  Trustee To Cooperate; Release of Mortgage Files..............
Section 3.11  Servicing Compensation.......................................
Section 3.12  Reports to the Trustee.......................................
Section 3.13  Reserved.....................................................
Section 3.14  Reserved.....................................................
Section 3.15  Access to Certain Information................................
Section 3.16  Title to REO Property; REO Account...........................
Section 3.17  Management of REO Property...................................
Section 3.18  Fair Value Purchase Option; Sale of REO Properties...........
Section 3.19  Additional Obligations of the Master Servicer and Special
               Servicer; Inspections; Appraisals...........................
Section 3.20  Modifications, Waivers, Amendments and Consents..............
Section 3.21  Transfer of Servicing Between Master Servicer and Special
               Servicer; Record Keeping; Series 2008-C1 Directing
               Certificateholder...........................................
Section 3.22  Sub-Servicing Agreements.....................................
Section 3.23  Representations, Warranties and Covenants of the Master
               Servicer....................................................
Section 3.24  Representations, Warranties and Covenants of the Special
               Servicer....................................................
Section 3.25  Limitation on Liability of the Series 2008-C1 Directing
               Certificateholder...........................................
Section 3.26  Reserved.....................................................
Section 3.27  Lock-Box Accounts, Cash Collateral Accounts and Servicing
               Accounts....................................................
Section 3.28  Interest Reserve Account.....................................
Section 3.29  Limitations on and Authorizations of the Master Servicer
               and Special Servicer with Respect to Certain Mortgage
               Loans.......................................................
Section 3.30  Master Servicer and Special Servicer May Own Certificates....
Section 3.31  Authenticating Agent.........................................
Section 3.32  Series 2008-C1 Directing Certificateholder Contact with
               Master Servicer and Special Servicer........................
Section 3.33  Certain Matters with Respect to the Mortgage Loan
               Combinations................................................
Section 3.34  Certain Matters with Respect to the 450 Lexington Avenue
               Loan........................................................
Section 3.35  Swap Agreement...............................................

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01  Distributions................................................
Section 4.02  Trustee Report; Certain Other Reports........................
Section 4.03  P&I Advances.................................................
Section 4.04  Allocation of Realized Losses and Additional Trust Fund
               Expenses....................................................
Section 4.05  Calculations.................................................
Section 4.06  Grantor Trust Reporting......................................
Section 4.07  Compliance with Withholding Requirements.....................

                                    ARTICLE V

                                THE CERTIFICATES

Section 5.01  The Certificates.............................................
Section 5.02  Registration of Transfer and Exchange of Certificates........
Section 5.03  Book-Entry Certificates......................................
Section 5.04  Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.05  Persons Deemed Owners........................................
Section 5.06  Certification by Certificateholders and Certificate Owners...
Section 5.07  Appointment of Paying Agent..................................

                                   ARTICLE VI

           THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER

Section 6.01  Liability of the Depositor, the Master Servicer and the
               Special Servicer............................................
Section 6.02  Merger, Consolidation or Conversion of the Depositor, the
               Master Servicer or the Special Servicer.....................
Section 6.03  Limitation on Liability of the Trustee, the Depositor,
               the Master Servicer, the Special Servicer and Others........
Section 6.04  Resignation of the Master Servicer or the Special Servicer...
Section 6.05  Rights of the Depositor in Respect of the Master Servicer
               and the Special Servicer....................................

                                   ARTICLE VII

                                     DEFAULT

Section 7.01  Events of Default; Master Servicer and Special Servicer
               Termination.................................................
Section 7.02  Trustee to Act; Appointment of Successor.....................
Section 7.03  Notification to Certificateholders...........................
Section 7.04  Waiver of Events of Default..................................
Section 7.05  Trustee Advances.............................................

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

Section 8.01  Duties of Trustee............................................
Section 8.02  Certain Matters Affecting the Trustee........................
Section 8.03  Trustee Not Liable for Validity or Sufficiency of
               Certificates or Trust Mortgage Loans........................
Section 8.04  Trustee May Own Certificates.................................
Section 8.05  Fees and Expenses of Trustee; Indemnification of and by
               Trustee.....................................................
Section 8.06  Eligibility Requirements for Trustee.........................
Section 8.07  Resignation and Removal of the Trustee.......................
Section 8.08  Successor Trustee............................................
Section 8.09  Merger or Consolidation of Trustee...........................
Section 8.10  Appointment of Co-Trustee or Separate Trustee................
Section 8.11  Access to Certain Information................................
Section 8.12  Appointment of Custodians....................................
Section 8.13  Representations, Warranties and Covenants of the Trustee.....

                                   ARTICLE IX

                                   TERMINATION

Section 9.01  Termination upon Repurchase or Liquidation of All Trust
               Mortgage Loans..............................................
Section 9.02  Additional Termination Requirements..........................

                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

Section 10.01 Tax Administration...........................................

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

Section 11.01 Amendment....................................................
Section 11.02 Recordation of Agreement; Counterparts.......................
Section 11.03 Limitation on Rights of Certificateholders and B Loan
               Holders.....................................................
Section 11.04 Governing Law................................................
Section 11.05 Notices......................................................
Section 11.06 Severability of Provisions...................................
Section 11.07 Grant of a Security Interest.................................
Section 11.08 Successors and Assigns; Beneficiaries........................
Section 11.09 Article and Section Headings.................................
Section 11.10 Notices to Rating Agencies...................................

                                   ARTICLE XII

               EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

Section 12.01 Intent of the Parties; Reasonableness........................
Section 12.02 Reserved.....................................................
Section 12.03 Information To Be Provided by the Master Servicer, the
               Special Servicer, the Trustee and Each Servicing
               Function Participant........................................
Section 12.04 Reserved.....................................................
Section 12.05 Filing Obligations...........................................
Section 12.06 Form 10-D Filings............................................
Section 12.07 Form 10-K Filings............................................
Section 12.08 Sarbanes-Oxley Certification.................................
Section 12.09 Form 8-K Filings.............................................
Section 12.10 Form 15 Filing; Incomplete Exchange Act Filings;
               Amendments to Exchange Act Reports..........................
Section 12.11 Annual Compliance Statements.................................
Section 12.12 Annual Reports on Assessment of Compliance with Servicing
               Criteria....................................................
Section 12.13 Annual Independent Public Accountants' Attestation...........
Section 12.14 Exchange Act Reporting Indemnification.......................
Section 12.15 Amendments...................................................
Section 12.16 Exchange Act Report Signatures; Delivery of Notices;
               Interpretation of Grace Periods.............................
Section 12.17 Termination of the Trustee...................................
Section 12.18 Certain Matters With Respect to Significant Obligors.........



                                    EXHIBITS

A-1        Form of Class A-X Certificates
A-2        Form of Class A-1, Class A-2, Class A-AB, Class A-3 and Class A-1-A
           Certificates
A-3        Form of Class A-M, Class A-J, Class B, Class C, Class D, Class E,
           Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
           N, Class O, Class P, Class Q and Class S Certificates
A-4        Form of Class A-2FL Certificates
A-5        Form of Class V Certificates
A-6        Form of Class R and Class LR Certificates
B-1        Schedule of Column Trust Mortgage Loans
B-2        Schedule of KeyBank Trust Mortgage Loans
B-3        Schedule of National City Mortgage Loans
C-1        List of Additional Collateral Trust Mortgage Loans
C-2        List of Mezzanine Loans
D-1        Form of Master Servicer Request for Release
D-2        Form of Special Servicer Request for Release
E          Form of Trustee Report
F-1A       Form I of Transferor Certificate for Transfers of Non-Registered
           Certificates
F-1B       Form II of Transferor Certificate for Transfers of Non-Registered
           Certificates
F-1C       Form I of Transferor Certificate for Transfers of Interests in
           Global Certificates for Classes of Non-Registered Certificates
F-1D       Form II of Transferor Certificate for Transfers of Interests in
           Global Certificates for Classes of Non-Registered Certificates
F-2A       Form I of Transferee Certificate for Transfers of Non-Registered
           Certificates Held in Physical Form
F-2B       Form II of Transferee Certificate for Transfers of Non-Registered
           Certificates Held in Physical Form
F-2C       Form I of Transferee Certificate for Transfers of Interests in
           Non-Registered Certificates Held in Book-Entry Form
F-2D       Form II of Transferee Certificate for Transfers of Interests in
           Non-Registered Certificates Held in Book-Entry Form
G-1        Form of Transferee Certificate in Connection with ERISA
           (Non-Registered Certificates and Non-Investment Grade Certificates
           Held in Fully-Registered, Certificated Form)
G-2        Form of Transferee Certificate in Connection with ERISA
           (Non-Registered Certificates Held in Book-Entry Form)
H-1        Form of Residual Transfer Affidavit and Agreement for Transfers of
           Class R and Class LR Certificates
H-2        Form of Transferor Certificate for Transfers of Class R and Class LR
           Certificates
I          Series 2008-C1 Directing Certificateholder's Reports Checklist
J          Form of Affidavit of Lost Note
K          Form of Notice Regarding Defeasance of Trust Mortgage Loan
L          [Reserved]
M-1        Form of Depositor Certification to be Provided with Form 10-K
M-2        Form of Trustee Backup Certification
M-3A       Form of Master Servicer Backup Certification
M-3B       Form of Master Servicer Backup Certification (450 Lexington Avenue
           Loan)
M-4A       Form of Special Servicer Backup Certification
M-4B       Form of Special Servicer Backup Certification (450 Lexington Avenue
           Loan)
M-5        Form of Sub-Servicer Backup Certification
N          Schedule of Designated Sub-Servicers
O          Form of Custodial Certification
P          Trust Mortgage Loans Covered by Environmental Insurance Policy
Q          Class A-AB Targeted Principal Balance
R-1        Form of Information Request from Certificateholder or Certificate
           Owner
R-2        Form of Information Request from Prospective Investor
S          Schedule of Mortgage Loans with Holdbacks/Earnouts
T          Form of Acknowledgement of Proposed Special Servicer
U          Relevant Servicing Criteria
V          Additional Form 10-D Disclosure
W          Additional Form 10-K Disclosure
X          Form 8-K Disclosure
Y          Additional Notification Disclosure
Z          Broker Strip Loans



            This Pooling and Servicing Agreement (this "Agreement"), is dated
and effective as of April 1, 2008, among CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP., as Depositor, KEYCORP REAL ESTATE CAPITAL MARKETS, INC., as
Master Servicer, MIDLAND LOAN SERVICES, INC., as Special Servicer, and WELLS
FARGO BANK, N.A., as Trustee.

                             PRELIMINARY STATEMENT:

            Column Financial, Inc. (together with its successors in interest,
"Column") has sold to Credit Suisse First Boston Mortgage Securities Corp.
(together with its successors in interest, the "Depositor"), pursuant to a
Mortgage Loan Purchase Agreement dated as of April 1, 2008 (as such may from
time to time hereafter be amended, modified, supplemented and/or restated, the
"Column Mortgage Loan Purchase Agreement"), between Column as seller and the
Depositor as purchaser, certain mortgage loans initially identified on the
schedule attached hereto as Exhibit B-1 (such mortgage loans, the "Column Trust
Mortgage Loans" or the "Original Trust Mortgage Loans").

            KeyBank National Association (together with its successors in
interest, "KeyBank") has sold to the Depositor, pursuant to a Mortgage Loan
Purchase Agreement dated as of April 1, 2008 (as such may from time to time
hereafter be amended, modified, supplemented and/or restated, the "KeyBank
Mortgage Loan Purchase Agreement"), between KeyBank as seller and the Depositor
as purchaser, certain mortgage loans initially identified on the schedule
attached hereto as Exhibit B-2 (such mortgage loans, the "KeyBank Trust Mortgage
Loans").

            National City Bank (together with its successors in interest,
"National City") has sold to Depositor, pursuant to a Mortgage Loan Purchase
Agreement dated as of April 1, 2008 (as such may from time to time hereafter be
amended, modified, supplemented and/or restated, the "National City Mortgage
Loan Purchase Agreement" and together with the Column Mortgage Loan Purchase
Agreement and the KeyBank Mortgage Loan Purchase Agreement, the "Mortgage Loan
Purchase Agreements"), between National City as seller and the Depositor as
purchaser, certain mortgage loans initially identified on the schedule attached
hereto as Exhibit B-3 (such mortgage loans, the "National City Trust Mortgage
Loans" and together with the Column Trust Mortgage Loans and the KeyBank Trust
Mortgage Loans, the "Original Trust Mortgage Loans").

            The Depositor desires, among other things, to: (i) establish a trust
fund, consisting primarily of the Original Trust Mortgage Loans and certain
related rights, funds and property; (ii) cause the issuance of a series of
mortgage pass-through certificates in multiple classes, which certificates will,
in the aggregate, evidence the entire beneficial ownership interest in such
trust fund; and (iii) provide for the servicing and administration of the
mortgage loans, including the Original Trust Mortgage Loans, and the other
assets that from time to time constitute part of such trust fund.

            Wells Fargo Bank, N.A. (together with its successors in interest,
"Wells Fargo") desires to act as "Trustee" hereunder; KeyCorp Real Estate
Capital Markets, Inc. (together with its successors in interest, "KRECM")
desires to act as "Master Servicer" hereunder; and Midland Loan Services, Inc.
(together with its successors in interest, "Midland") desires to act as "Special
Servicer" hereunder.

            As provided herein, the Trustee shall elect or shall cause an
election to be made that each of REMIC I and REMIC II (each as defined herein)
be treated for federal income tax purposes as a "real estate mortgage investment
conduit" (each, a "REMIC"). The Excess Interest and the Excess Interest
Distribution Account, the Class A-2FL Regular Interest, the Swap Agreement and
the Floating Rate Account (each as defined herein) shall not be assets of any
REMIC Pool but shall be treated as assets of a grantor trust under subpart E,
Part I of subchapter J of the Code. The Class V Certificates will represent
undivided beneficial interests in the portions of the Trust Fund consisting of
the Excess Interest and the related proceeds thereof in the Excess Interest
Distribution Account and the Class A-2FL Certificates will represent undivided
beneficial interest in the Class A-2FL Regular Interest, the Swap Agreement and
the related proceeds thereof in the Floating Rate Account. Additionally, the
Trust shall not include any B Loan, any interest of any B Loan Holder in a B
Loan or any interest of any B Loan Holder in any Mortgage Loan Combination
Custodial Account.

            The 450 Lexington Avenue Whole Loan consists of the 450 Lexington
Avenue Loan and the 450 Lexington Avenue Companion Loan. The 450 Lexington
Avenue Loan and the 450 Lexington Avenue Companion Loan are pari passu with each
other. The 450 Lexington Avenue Loan is part of the Trust Fund. The 450
Lexington Avenue Companion Loan is not part of the Trust Fund. The 450 Lexington
Avenue Loan and the 450 Lexington Avenue Companion Loan will be serviced and
administered in accordance with the 450 Lexington Avenue Servicing Agreement and
the 450 Lexington Avenue Intercreditor Agreement.

                                     REMIC I

            As provided herein, the Trustee shall elect or cause an election to
be made to treat the segregated pool of assets consisting of the Trust Mortgage
Loans (exclusive of Broker Strip Interest and Excess Interest), any related REO
Property, and certain other related assets subject to this Agreement as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC I." The Class LA-1, Class LA-2, Class LA-2FL, Class LA-AB,
Class LA-3, Class LA-1-A, Class LA-M, Class LA-J, Class LB, Class LC, Class LD,
Class LE, Class LF, Class LG, Class LH, Class LJ, Class LK, Class LL, Class LM,
Class LN, Class LO, Class LP, Class LQ and Class LS Uncertificated Interests
(collectively, the "Uncertificated REMIC I Interests"). The Class LR
Certificates will evidence the sole Class of "residual interests" in REMIC I.

                                    REMIC II

            As provided herein, the Trustee shall elect or cause an election to
be made to treat the segregated pool of assets consisting of the Uncertificated
REMIC I Interests and the proceeds thereof as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as "REMIC II."
The Class A-1, Class A-2, Class A-AB, Class A-3, Class A-1-A, Class A-M, Class
A-J, Class A-X, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class
S Certificates and the Class A-2FL Regular Interest will evidence "regular
interests" in REMIC II created hereunder. The Class R Certificates will evidence
the sole Class of "residual interests" in REMIC II. The following table sets
forth the designation, the initial pass-through rate (the "Pass-Through Rate"),
the aggregate initial principal amount (the "Original Certificate Balance") or
notional balance ("Original Notional Balance"), as applicable, and the initial
ratings given each Class (as indicated below) by the Rating Agencies (as defined
herein) for each Class of Certificates (other than the Class A-2FL Certificates)
comprising the interests in REMIC II and the Class A-2FL Certificates created
hereunder:

                                       Original Certificate
                                       Balance (or, in the
                        Initial       case of the Class A-X     Initial
                    Per Annum Pass-   Certificates, Original   Ratings(1)
Class Designation    Through Rate       Notional Balance)       S&P/Fitch
- -----------------   ---------------   ----------------------   ----------
    Class A-1         6.1540%(2)            $12,500,000          AAA/AAA
    Class A-2         6.2191%(3)           $150,500,000          AAA/AAA
    Class A-AB        6.2191%(3)            $22,262,000          AAA/AAA
    Class A-3         6.2191%(3)           $258,000,000          AAA/AAA
   Class A-1-A        6.2191%(3)            $99,282,000          AAA/AAA
                      LIBOR plus
   Class A-2FL          2.40%(4)            $78,500,000          AAA/AAA
   Class A-2FL
 Regular Interest     6.2191%(5)            $78,500,000          AAA/AAA
    Class A-X         0.0821%(6)           $887,206,600(7)       AAA/AAA
    Class A-M         6.2191%(3)            $88,721,000          AAA/AAA
    Class A-J         6.2191%(3)            $57,668,000          AAA/AAA
     Class B          6.2191%(3)             $8,872,000          AA+/AA+
     Class C          6.2191%(3)             $8,872,000           AA/AA
     Class D          6.2191%(3)            $12,199,000          AA-/AA-
     Class E          6.2191%(3)             $9,982,000           A+/A+
     Class F          6.2191%(3)             $6,654,000            A/A
     Class G          6.2191%(3)             $8,872,000           A-/A-
     Class H          6.2191%(3)            $14,417,000         BBB+/BBB+
     Class J          6.2191%(3)             $6,654,000          BBB/BBB
     Class K          6.2191%(3)             $9,981,000         BBB-/BBB-
     Class L          4.0540%                $3,327,000          BB+/BB+
     Class M          4.0540%                $3,327,000           BB/BB
     Class N          4.0540%                $3,327,000          BB-/BB-
     Class O          4.0540%                $1,109,000           B+/B+
     Class P          4.0540%                $2,218,000            B/B
     Class Q          4.0540%                $2,218,000           B-/B-
     Class S          4.0540%               $17,744,600           NR/NR
     Class R            None                    None(8)           NR/NR

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

(1)   The Certificates marked "NR" have not been rated by the applicable Rating
      Agency.

(2)   The lesser of 6.1540% and the Weighted Average Net Mortgage Pass-Through
      Rate.

(3)   The Weighted Average Net Mortgage Pass-Through Rate.

(4)   See the definition of the "Class A-2FL Pass-Through Rate."

(5)   See the definition of the "Class A-2FL Regular Interest Pass-Through
      Rate."

(6)   The Class A-X Pass-Through Rate, as defined herein.

(7)   Original Notional Balance. The Class A-X Certificates will not have a
      Certificate Balance and will not be entitled to receive distributions of
      principal.

(8)   The Class R Certificates will not have a Certificate Balance or Notional
      Balance, will not bear interest and will not be entitled to distributions
      of Yield Maintenance Charges. Any Available Distribution Amount remaining
      in the REMIC II Distribution Account after all required distributions
      under this Agreement have been made to each other Class of Certificates
      will be distributed to the Holders of the Class R Certificates.

            The following table sets forth, for each Class of Sequential Pay
Certificates (the "Corresponding Certificates"), the corresponding
Uncertificated REMIC I Interest (the "Corresponding Uncertificated REMIC I
Interests"), the corresponding Component of the Class A-X Certificates (the
"Corresponding Components") and the Original REMIC I Principal Amount for each
Class of Uncertificated REMIC I Interests.

                       Corresponding                        Corresponding
                      Uncertificated                        Components of
   Corresponding          REMIC I       Original REMIC I      Class A-X
    Certificates      Interests(1)(2)   Principal Amount   Certificates(1)
- -------------------   ---------------   ----------------   ---------------
Class A-1                  LA-1            $12,500,000      Component A-1
Class A-2                  LA-2           $150,500,000      Component A-2
Class A-AB                 LA-AB           $22,262,000      Component A-AB
Class A-3                  LA-3           $258,000,000      Component A-3
Class A-1-A               LA-1-A           $99,282,000      Component A-1-A
Class A-2FL Regular
Interest                  LA-2FL           $78,500,000      Component A-2FL
Class A-M                  LA-M            $88,721,000      Component A-M
Class A-J                  LA-J            $57,668,000      Component A-J
Class B                     LB              $8,872,000      Component B
Class C                     LC              $8,872,000      Component C
Class D                     LD             $12,199,000      Component D
Class E                     LE              $9,982,000      Component E
Class F                     LF              $6,654,000      Component F
Class G                     LG              $8,872,000      Component G
Class H                     LH              14,417,000      Component H
Class J                     LJ              $6,654,000      Component J
Class K                     LK              $9,981,000      Component K
Class L                     LL              $3,327,000      Component L
Class M                     LM              $3,327,000      Component M
Class N                     LN              $3,327,000      Component N
Class O                     LO              $1,109,000      Component O
Class P                     LP              $2,218,000      Component P
Class Q                     LQ              $2,218,000      Component Q
Class S                     LS             $17,744,600      Component S

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

(1)   The Uncertificated REMIC I Interests and the Components of the Class A-X
      Certificates that correspond to any particular Class of Sequential Pay
      Certificates also correspond to each other and, accordingly, constitute
      the "Corresponding Uncertificated REMIC I Interests" and the
      "Corresponding Components," respectively, with respect to each other.

(2)   The interest rate of each of the indicated Classes of Uncertificated REMIC
      I Interests is the Weighted Average Net Mortgage Pass-Through Rate.

            The Class LR Certificates will not have a Certificate Balance or
Notional Balance, will not bear interest and will not be entitled to
distributions of Yield Maintenance Charges. Any Available Distribution Amount
remaining in the REMIC I Distribution Account after distributing the REMIC I
Distribution Amount on each Distribution Date shall be distributed to the
Holders of the Class LR Certificates.

            The parties intend that the portion of the Trust Fund representing
(i) the Excess Interest and the Excess Interest Distribution Account shall be
treated as a grantor trust under subpart E of Part I of subchapter J of Chapter
1 of Subtitle A of the Code ("Grantor Trust V"), and that the Class V
Certificates shall represent undivided beneficial interests in the portion of
the Trust Fund consisting of the Excess Interest and the Excess Interest
Distribution Account, and (ii) the Class A-2FL Regular Interest, the Swap
Agreement and the Floating Rate Account shall be treated as a grantor trust
under subpart E of Part I of subchapter J of Chapter 1 of subtitle A of the Code
("Grantor Trust A-2FL" and together with Grantor Trust V, the "Grantor Trust
Pools") and that the Class A-2FL Certificates shall represent undivided
beneficial interests in the portion of the Trust Fund consisting of the Class
A-2FL Regular Interest, the Swap Agreement and the Floating Rate Account.

            As of the close of business on the Cut-off Date (as defined herein),
the Trust Mortgage Loans had an aggregate principal balance, after application
of all payments of principal due on or before such date, whether or not
received, equal to $887,206,601.

            In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:

                                    ARTICLE I

                  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
              CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL

                  Section 1.01 Defined Terms

            Whenever used in this Agreement the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Section 1.01, subject to modification in accordance with Section 1.04.

            "30/360 Basis": The accrual of interest calculated on the basis of a
360-day year consisting of twelve 30-day months.

            "30/360 Mortgage Loan": A Mortgage Loan that accrues interest on a
30/360 Basis.

            "30/360 Trust Mortgage Loan": A Trust Mortgage Loan that is a 30/360
Mortgage Loan.

            "450 Lexington Avenue Companion Loan": The mortgage loan that is
secured, on a pari passu basis, by the same Mortgage on the 450 Lexington Avenue
Property as the 450 Lexington Avenue Loan, has a Cut-off Date Principal Balance
of $200,000,000 and is evidenced by the Note designated "A-1 Note." The 450
Lexington Avenue Companion Loan is not a "Mortgage Loan" hereunder.

            "450 Lexington Avenue Intercreditor Agreement": That certain 450
Lexington Avenue Intercreditor Agreement, dated as of November 7, 2007 between
Column Financial, Inc., as A-1 noteholder and Column Financial, Inc., as A-2
noteholder.

            "450 Lexington Avenue Loan": With respect to the 450 Lexington
Avenue Whole Loan, the Trust Mortgage Loan that is identified as Mortgage Loan
No. 2 on the Mortgage Loan Schedule and is pari passu in right of payment with
the 450 Lexington Avenue Companion Loan as provided in the 450 Lexington Avenue
Intercreditor Agreement.

            "450 Lexington Avenue Master Servicer" shall mean the master
servicer of the 450 Lexington Avenue Whole Loan under any 450 Lexington Avenue
Servicing Agreement.

            "450 Lexington Avenue Property": The Mortgaged Property identified
on the Mortgage Loan Schedule as "450 Lexington Avenue."

            "450 Lexington Avenue Servicing Agreement" shall mean any servicing
agreement (other than this Agreement) pursuant to which the 450 Lexington Avenue
Whole Loan and any related REO Property is to be serviced and/or administered,
which, as of the Closing Date, in accordance with the 450 Lexington Avenue
Intercreditor Agreement, is the Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C5 pooling and
servicing agreement.

            "450 Lexington Avenue Special Servicer" shall mean the special
servicer of the 450 Lexington Avenue Whole Loan under any 450 Lexington Avenue
Servicing Agreement.

            "450 Lexington Avenue Trustee" shall mean the trustee with respect
to the 450 Lexington Avenue Whole Loan under any 450 Lexington Avenue Servicing
Agreement.

            "450 Lexington Avenue Whole Loan": The aggregate indebtedness, with
an original principal amount of $310,000,000 that is secured by the related
Mortgage on the 450 Lexington Avenue Property. References herein to the 450
Lexington Avenue Whole Loan shall be construed to refer to the aggregate
indebtedness under the 450 Lexington Avenue Loan and the 450 Lexington Avenue
Companion Loan.

            "A Loan": Each CBA A Loan, each of which is subject to the related
Intercreditor Agreement.

            "Acceptable Insurance Default": With respect to any Mortgage Loan,
any default under the related Mortgage Loan Documents resulting from (a) the
exclusion of acts of terrorism from coverage under the related "all-risk"
casualty insurance policy maintained on the subject Mortgaged Property and (b)
the related Borrower's failure to obtain insurance that specifically covers acts
of terrorism, but only if the Special Servicer has determined, in its reasonable
judgment, that (i) such insurance is not then available at commercially
reasonable rates, (ii) the subject hazards are not at the time commonly insured
against for real properties similar to the subject Mortgaged Property and
located in and around the region in which the subject Mortgaged Property is
located or (ii) such insurance is not available at any rate.

            "Accrued Certificate Interest Amount": With respect to each
Distribution Date and each Class of Regular Certificates and the Class A-2FL
Regular Interest, an amount equal to interest for the related Interest Accrual
Period at the Pass-Through Rate applicable to such Class of Certificates or the
Class A-2FL Regular Interest, as applicable, for such Distribution Date, accrued
on the related Certificate Balance of such Class (or, in the case of the Class
A-X Certificates, on the Notional Balance thereof) immediately prior to such
Distribution Date. The Accrued Certificate Interest Amount for each such Class
(other than the Class A-2FL Certificates) shall be calculated on the basis of a
360-day year composed of twelve 30-day months. The Accrued Certificate Interest
Amount for the Class A-2FL Certificates for any Distribution Date, for so long
as the Swap Agreement is in effect and no Swap Default by the Swap Counterparty
exists under the Swap Agreement, shall be calculated on the basis of the actual
number of days in that Interest Accrual Period and the assumption that each year
consists of 360 days, except that, if the Swap Agreement is terminated and not
replaced or if there exists a continuing Swap Default by the Swap Counterparty
under the Swap Agreement, then the calculation with respect to the Class A-2FL
Certificates will be on the same basis as the Class A-2FL REMIC II Regular
Interest.

            "Accrued Component Interest": With respect to each Component of the
Class A-X Certificates for any Distribution Date, one month's interest at the
Class A-X Strip Rate applicable to such Component for such Distribution Date,
accrued on the Component Notional Amount of such Component outstanding
immediately prior to such Distribution Date. Accrued Component Interest shall be
calculated on the basis of a 360-day year composed of twelve 30-day months and,
with respect to any Component and any Distribution Date, shall be deemed to
accrue during the calendar month preceding the month in which such Distribution
Date occurs.

            "Acquisition Date": With respect to any REO Property (other than REO
Property related to the 450 Lexington Avenue Loan), the first day on which such
REO Property is considered to be acquired on behalf of the Trust Fund and REMIC
I and, if applicable, the related B Loan Holder within the meaning of Treasury
Regulations Section 1.856-6(b)(1), which is the first day on which REMIC I is
treated as the owner of the Trust Fund's interest in such REO Property for
federal income tax purposes.

            "Actual/360 Basis": The accrual of interest calculated on the basis
of the actual number of days elapsed during any calendar month (or other
applicable recurring accrual period) in a year assumed to consist of 360 days.

            "Actual/360 Mortgage Loan": A Mortgage Loan that accrues interest on
an Actual/360 Basis.

            "Actual/360 Trust Mortgage Loan": A Mortgage Loan that is an
Actual/360 Mortgage Loan.

            "Additional Collateral": With respect to each Additional Collateral
Trust Mortgage Loan, the cash reserve or irrevocable letter of credit partially
securing such Additional Collateral Trust Mortgage Loan.

            "Additional Collateral Trust Mortgage Loan": Any of the Trust
Mortgage Loans identified on Exhibit C-1 attached hereto.

            "Additional Disclosure Notification": The form of notification to be
included with any Additional Form 10-D Disclosure, Additional Form 10-K
Disclosure or Form 8-K Disclosure Information which is attached hereto as
Exhibit Y.

            "Additional Form 10-D Disclosure": As defined in Section 12.06.

            "Additional Form 10-K Disclosure": As defined in Section 12.07.

            "Additional Servicer": Individually or collectively, (x) each
Affiliate of any party as described by Section 1108(a)(2)(ii) of Regulation AB
that Services any of the Trust Mortgage Loans and (y) each Person who is not an
Affiliate of any party as described by Section 1108(a)(2)(iii) of Regulation AB,
other than the Master Servicer, the Special Servicer and the Trustee, who
Services 10% or more of the Trust Mortgage Loans (calculated by Stated Principal
Balance).

            "Additional Servicing Compensation": As defined in Section 3.11(a).

            "Additional Trust Fund Expense": Any expense (other than Master
Servicing Fees, Primary Servicing Fees and Trustee Fees) incurred by the Trust
Fund that does not constitute a Realized Loss and that would result in the
Holders of any Class of Certificates receiving less than the total of their
Optimal Interest Distribution Amount and Remaining Principal Distribution Amount
for any Distribution Date.

            "Administrative Fee Rate": With respect to each Mortgage Loan (and
any successor REO Mortgage Loan with respect thereto), the sum of the related
Master Servicing Fee Rate, if applicable, the Primary Servicing Fee Rate, if
applicable, and the Trustee Fee Rate.

            "Advance": Any P&I Advance or Servicing Advance.

            "Advance Interest": The interest accrued on any Advance at the
Reimbursement Rate, which is payable to the party hereto that made that Advance,
all in accordance with Section 3.03(d) or Section 4.03(d), as applicable, and
any of the Trust's pro rata share of "Advance Interest" on any servicing advance
related to the 450 Lexington Avenue Loan and paid pursuant to the 450 Lexington
Avenue Servicing Agreement.

            "Adverse Grantor Trust Event": Any impairment of the status of
either Grantor Trust Pool as a Grantor Trust or the imposition of a tax upon
either Grantor Trust Pool or any of such Grantor Trust Pool's assets or
transactions.

            "Adverse Rating Event": With respect to any Class of Rated
Certificates and each Rating Agency that has assigned a rating thereto, as of
any date of determination, the qualification, downgrade or withdrawal of the
rating then assigned to such Class of Rated Certificates by such Rating Agency
(or the placing of such Class of Rated Certificates on "negative credit watch"
status in contemplation of any such action with respect thereto).

            "Adverse REMIC Event": Either (i) any impairment of the status of
either REMIC Pool as a REMIC or (ii) except as permitted by Section 3.17(a), the
imposition of a tax upon either REMIC Pool or any of its assets or transactions
(including the tax on prohibited transactions as defined in Section 860F(a)(2)
of the Code and the tax on contributions set forth in Section 860G(d) of the
Code).

            "Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

            "Agreement": This Pooling and Servicing Agreement, as it may be
amended, modified, supplemented or restated following the Closing Date.

            "A.M. Best": A.M. Best Company or its successor in interest.

            "Anticipated Repayment Date": With respect to any ARD Mortgage Loan,
the date specified in the related Note, as of which Excess Interest shall begin
to accrue on such Mortgage Loan, which date is prior to the Maturity Date for
such Mortgage Loan.

            "Appraisal": An appraisal prepared in accordance with 12 C.F.R. ss.
225.64 by an Appraiser selected by the Master Servicer or the Special Servicer,
as applicable.

            "Appraisal Reduction Amount": For any Distribution Date and for any
Mortgage Loan (and for any A Loan, subject to the following paragraphs) as to
which an Appraisal Reduction Event has occurred, an amount calculated upon
receipt of an Appraisal or internal valuation, as applicable, and every 12
months thereafter by the Special Servicer as of (and, as provided in Section
3.19(c) reported to the Master Servicer and the Trustee no later than) the
related Determination Date equal to the excess, if any, of (1) the Stated
Principal Balance of the subject Mortgage Loan over (2) the excess, if any, of
(i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property
as determined (I) with respect to any Mortgage Loan with an outstanding
principal balance equal to or greater than $2,000,000, by an Appraisal (or an
update of a prior Appraisal) (the costs of which shall be advanced by the Master
Servicer and reimbursed to the Master Servicer as a Servicing Advance) or (II)
with respect to any Mortgage Loan with an outstanding principal balance less
than $2,000,000, by either an Appraisal (or an update of a prior Appraisal) (the
costs of which Appraisal or update shall be advanced by the Master Servicer and
reimbursed to the Master Servicer as a Servicing Advance) or an internal
valuation (unless otherwise required under applicable law or by the Series
2008-C1 Directing Certificateholder) performed by the Special Servicer, plus (B)
any letter of credit, reserve, escrow or similar amount held by the Master
Servicer which may be applied to payments on the subject Mortgage Loan, over
(ii) the sum of (X) to the extent not previously advanced by the Master Servicer
or the Trustee, all unpaid interest on the subject Mortgage Loan at a per annum
rate equal to its Mortgage Rate, (Y) all unreimbursed Advances in respect of the
subject Mortgage Loan, together with interest thereon at the Reimbursement Rate,
and (Z) all currently due and unpaid real estate taxes and assessments,
Insurance Policy premiums, ground rents and all other amounts due and unpaid
with respect to the subject Mortgage Loan (which taxes, assessments, premiums,
ground rents and other amounts have not been subject to an Advance by the Master
Servicer or the Trustee and/or for which funds have not been escrowed); provided
that, if neither a required Appraisal has been obtained nor an internal
valuation is completed within the period required under Section 3.19(c) with
respect to the subject Mortgage Loan, then until such Appraisal is obtained or
such internal valuation is completed, as the case may be, in accordance with
Section 3.19(c), the subject Appraisal Reduction Amount shall be equal to 25% of
the Stated Principal Balance of the subject Mortgage Loan as of the date of the
related Appraisal Reduction Event; and provided, further, that if the related
Mortgaged Property has become an REO Property, then the above references to
"Mortgage Loan" in this definition shall mean the related REO Mortgage Loan. For
the avoidance of doubt, any Mortgaged Property released from the lien of the
Mortgage in connection with a defeasance and Defeasance Collateral will not be
included for purposes of calculating the Appraised Value of the related
Mortgaged Property or the Appraisal Reduction Amount.

            In the case of any CBA A Loan (or any successor REO Mortgage Loan
with respect thereto), any Appraisal Reduction Amount will be calculated in
respect of the related CBA A/B Mortgage Loan Combination (or any successor REO
Mortgage Loans with respect thereto) as if it was a single Trust Mortgage Loan
(or a single REO Mortgage Loan), and any Appraisal Reduction Amount shall first
be allocated to the related CBA B Loan (or any successor REO Mortgage Loan with
respect thereto) up to the outstanding principal balance of such CBA B Loan (or
REO Mortgage Loan), and then any remaining portion of any such Appraisal
Reduction Amount shall be allocated to the related CBA A Loan (or any successor
REO Mortgage Loan with respect thereto).

            Appraisal Reduction Amounts with respect to the 450 Lexington Avenue
Loan shall be determined in an analogous manner based on information provided by
the 450 Lexington Avenue Master Servicer or the 450 Lexington Avenue Special
Servicer, as applicable, under and in accordance with the 450 Lexington Avenue
Servicing Agreement.

            Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction Amount related to a Trust Mortgage Loan or the related REO
Property will be reduced to zero as of the date such Trust Mortgage Loan is paid
in full, liquidated, repurchased or otherwise removed from the Trust Fund.

            "Appraisal Reduction Event": With respect to any Mortgage Loan
(other than the 450 Lexington Avenue Loan), the earliest of (i) 120 days after
an uncured delinquency (without regard to the application of any grace period)
occurs in respect of such Mortgage Loan or its related B Loan, as applicable,
(ii) the date on which a reduction in the amount of Monthly Payments on such
Mortgage Loan or its related B Loan, as applicable, or a change in any other
material economic term of such Mortgage Loan or B Loan (other than an extension
of the Maturity Date for a period of six months or less), becomes effective as a
result of a modification of such Mortgage Loan or B Loan, by the Special
Servicer, (iii) 60 days after a receiver has been appointed for the Borrower of
the related Mortgaged Property, (iv) 30 days after a Borrower declares
bankruptcy, (v) 60 days after the Borrower has become the subject of a decree or
order for a bankruptcy proceeding that shall have remained in force undischarged
and unstayed, and (vi) immediately after the related Mortgaged Property becomes
an REO Property; provided, however, that an Appraisal Reduction Event shall not
be deemed to occur at any time on and after the dates when the aggregate
Certificate Balances of all Classes of Principal Balance Certificates (other
than the Class A-P&I Certificates) have been reduced to zero. The Special
Servicer shall notify the Master Servicer and, with respect to any Mortgage Loan
Combination, the related B Loan Holder, promptly upon the occurrence of any of
the foregoing events.

            "Appraised Value": With respect to any Mortgaged Property, the
appraised value thereof as determined by an Appraisal.

            "Appraiser": An Independent MAI, state certified organization with
five years of experience in properties of like kind and in the same geographic
area.

            "ARD Mortgage Loan": Any Mortgage Loan that provides for the accrual
of Excess Interest thereon if such Mortgage Loan is not paid in full on or prior
to its Anticipated Repayment Date.

            "ARD Trust Mortgage Loan": A Trust Mortgage Loan that is an ARD
Mortgage Loan.

            "Assignable Primary Servicing Fee": Any Primary Servicing Fee that
is payable to the Master Servicer or its permitted assignee pursuant to Section
3.11(a) and subject to reduction by the Trustee pursuant to Section 3.11(a).

            "Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar instrument, executed by the
related Borrower, assigning to the related mortgagee all of the income, rents
and profits derived from the ownership, operation, leasing or disposition of all
or a portion of such Mortgaged Property, in the form which was duly executed,
acknowledged and delivered, as amended, modified, renewed or extended through
the date hereof and from time to time hereafter.

            "Assumed Scheduled Payment": For any Collection Period and with
respect to any Mortgage Loan that is delinquent in respect of its Balloon
Payment (and any successor REO Mortgage Loan with respect thereto as to which
the Balloon Payment would have been past due), an amount equal to the sum of:
(a) the principal portion of the Monthly Payment that would have been due on
such Mortgage Loan on the related Due Date based on the constant payment
required by the related Note or the original amortization schedule thereof (as
calculated with interest at the related Mortgage Rate), if applicable, assuming
such Balloon Payment had not become due (and, if applicable, assuming the
related Mortgaged Property had not become an REO Property), after giving effect
to any modification of such Mortgage Loan; and (b) one month's interest on the
Stated Principal Balance of such Mortgage Loan (or REO Mortgage Loan)
immediately prior to the related Distribution Date (or, in the case of a B Loan,
or any successor REO B Loan, respectively, with respect thereto, the outstanding
principal balance thereof during the corresponding Mortgage Interest Accrual
Period) at the applicable Mortgage Rate (less the related Master Servicing Fee
Rate and Primary Servicing Fee Rate). The amount of the Assumed Scheduled
Payment for any Serviced Loan Combination shall be calculated solely by
reference to the terms of such Serviced Loan Combination (as modified in
connection with any bankruptcy or similar proceeding involving the related
Borrower or pursuant to a modification, waiver or amendment thereof granted or
agreed to by the Master Servicer or the Special Servicer pursuant to the terms
hereof) and without regard to the remittance provisions of the related
Intercreditor Agreement. For any Collection Period and any REO Mortgage Loan
that is not delinquent in respect of its Balloon Payment, an amount equal to the
sum of: (a) the principal portion of the Monthly Payment that would have been
due on the related Mortgage Loan on the related Due Date based on the original
amortization schedule thereof (as calculated with interest at the related
Mortgage Rate, less any applicable Excess Rate), if applicable, assuming the
related Mortgaged Property had not become an REO Property, after giving effect
to any modification of the related Mortgage Loan; and (b) one month's interest
on the Stated Principal Balance of such REO Mortgage Loan immediately prior to
the related Distribution Date (or, in the case of an REO B Loan, the outstanding
principal balance thereof during the corresponding Mortgage Interest Accrual
Period) at the applicable Mortgage Rate (less any applicable Excess Rate). With
respect to the 450 Lexington Avenue Loan, the Assumed Scheduled Payment shall be
determined by the 450 Lexington Avenue Master Servicer or the 450 Lexington
Avenue Special Servicer, as applicable, under and in accordance with the 450
Lexington Avenue Servicing Agreement.

            "Authenticating Agent": Any authenticating agent appointed by the
Trustee pursuant to Section 3.31.

            "Available Distribution Amount": With respect to any Distribution
Date, an amount equal to the sum (without duplication or priority) of:

            (a) the aggregate amount received on or with respect to the Mortgage
      Pool (including amounts received with respect to the 450 Lexington Avenue
      Loan from the 450 Lexington Avenue Master Servicer pursuant to the 450
      Lexington Avenue Intercreditor Agreement) and on deposit in each
      Collection Account as of the close of business on the related
      Determination Date, exclusive of the following amounts (without
      duplication):

                  (i) all Monthly Payments collected but due on a Due Date after
            the end of the related Collection Period;

                  (ii) all amounts in such Collection Account that are payable
            or reimbursable to any Person from such account pursuant to clauses
            (ii) through (xx), inclusive, of Section 3.05(a);

                  (iii) all amounts that are payable or reimbursable to any
            Person pursuant to clauses (ii) through (ix), inclusive, of Section
            3.05(b);

                  (iv) all Yield Maintenance Charges actually collected or
            recovered pursuant to Section 1.03;

                  (v) all amounts deposited in such Collection Account in error;

                  (vi) any net interest or net investment income on funds on
            deposit in the Collection Account or in Permitted Investments in
            which such funds may be invested;

                  (vii) if such Distribution Date occurs in February of any year
            or in January of any year that is not a leap year (unless, in either
            case, such Distribution Date is the Final Distribution Date), the
            Withheld Amounts in respect of the Interest Reserve Loans that are
            to be deposited in the Interest Reserve Account on such Distribution
            Date and held for future distribution pursuant to Section 3.28;

                  (viii) amounts payable to any B Loan Holder pursuant to the
            terms of the related Intercreditor Agreement;

                  (ix) Excess Interest; and

                  (x) Excess Liquidation Proceeds;

            (b) if and to the extent not already included in clause (a) hereof,
      the aggregate amount transferred with respect to the REO Trust Mortgage
      Loans from the REO Account to such Collection Account for such
      Distribution Date pursuant to Section 3.16(c);

            (c) if and to the extent not already included in clause (a) hereof,
      the aggregate amount transferred with respect to any A Loan (or any
      successor REO Trust Mortgage Loan with respect thereto) from the related
      Mortgage Loan Combination Custodial Account to such Collection Account, in
      any event for such Distribution Date pursuant to Section 3.04;

            (d) the aggregate amount of any P&I Advances made in respect of the
      Trust Mortgage Loans by the Master Servicer or the Trustee, as applicable,
      for such Distribution Date pursuant to Section 4.03 or 7.05 (which P&I
      Advances shall not include any related Master Servicing Fees, Primary
      Servicing Fees or Workout Fees);

            (e) all funds released from the Interest Reserve Account for
      distribution on such Distribution Date;

            (f) any payments required to be made by the Master Servicer pursuant
      to Section 3.02(c) in respect of such Distribution Date;

            (g) if and to the extent not already included in clause (a) hereof,
      the aggregate amount transferred (pursuant to Section 3.04(d)) from the
      Excess Liquidation Proceeds Account to the Distribution Account in respect
      of such Distribution Date; and

            (h) if and to the extent not already included in clause (a) hereof,
      any Cure Payment (except for any portion thereof payable or reimbursable
      to the Master Servicer or Special Servicer), made by any B Loan Holder
      pursuant to the terms of the related Intercreditor Agreement during the
      related due period and allocable to principal or interest with respect to
      the related Trust Mortgage Loan.

            "B Loan": The CBA B Loans, each of which (i) is not included in the
Trust Fund, (ii) is subordinate in right of payment to such A Loan to the extent
set forth in the related Intercreditor Agreement, and (iii) is secured by the
same Mortgage on the same Mortgaged Property as such A Loan.

            "B Loan Holder": With respect to any B Loan, the holder of such B
Loan or any successor REO Mortgage Loan with respect thereto (which, in the case
of any CBA B Loan, is CBA-Mezzanine Capital Finance, LLC, or its successors and
assigns, as the holder of such CBA B Loan).

            "Balloon Mortgage Loan": Any Mortgage Loan that by its terms
provides for an amortization schedule extending materially beyond its Maturity
Date or for no amortization until its Maturity Date.

            "Balloon Payment": With respect to any Balloon Mortgage Loan and any
date of determination, the scheduled payment of principal due on the Maturity
Date of such Mortgage Loan (less principal included in the applicable
amortization schedule or scheduled Monthly Payment).

            "Balloon Trust Mortgage Loan": A Trust Mortgage Loan that is a
Balloon Mortgage Loan.

            "Bankruptcy Code": The federal Bankruptcy Code, as amended from time
to time (Title 11 of the United States Code).

            "Base Interest Fraction": With respect to any Principal Prepayment
on any Mortgage Loan and any of the Class A-1, Class A-2, Class A-AB, Class A-3,
Class A-1-A, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J and Class K Certificates and the Class A-2FL Regular
Interest, a fraction (not greater than 1) (a) whose numerator is the amount, if
any, by which (i) the Pass-Through Rate on such Class of Certificates or the
Class A-2FL Regular Interest exceeds (ii) the Yield Rate used in calculating the
Yield Maintenance Charge with respect to such Principal Prepayment and (b) whose
denominator is the amount, if any, by which the (i) Mortgage Rate on such
Mortgage Loan exceeds (ii) the Yield Rate (as provided by the Master Servicer)
used in calculating the Yield Maintenance Charge with respect to such Principal
Prepayment; provided, however, that if such Yield Rate is greater than or equal
to the lesser of (x) the Mortgage Rate on such Mortgage Loan and (y) the
Pass-Through Rate described in clause (a)(i) above, then the Base Interest
Fraction shall be zero.

            "Base Prospectus": That certain prospectus dated March 18, 2008,
relating to trust funds established by the Depositor and publicly offered
mortgage pass-through certificates evidencing interests therein.

            "Book-Entry Certificate": Any Certificate registered in the name of
the Depository or its nominee.

            "Book-Entry Non-Registered Certificate": Any Non-Registered
Certificate that constitutes a Book-Entry Certificate.

            "Borrower": With respect to any Mortgage Loan, the obligor or
obligors on any related Note or Notes, including, without limitation, any Person
that has acquired the related Mortgaged Property and assumed the obligations of
the original obligor under the Note or Notes.

            "Breach": With respect to any Trust Mortgage Loan, as defined in the
related Mortgage Loan Purchase Agreement.

            "Broker Strip": With respect to each Broker Strip Loan, the right to
receive interest accrued on the principal balance of such Loan at the Broker
Strip Rate for such Loan.

            "Broker Strip Interest": With respect to each Broker Strip Loan,
interest accrued on the principal balance of such loan at the Broker Strip Rate
for such Loan.

            "Broker Strip Loans": The Loans listed on Exhibit Z hereto.

            "Broker Strip Payee": With respect to any Broker Strip Loan, the
"Broker Strip Payee" specified on Exhibit Z hereto with respect to such Loan.

            "Broker Strip Rate": With respect to each Broker Strip Loan, the
"Broker Strip Rate" specified on Exhibit Z hereto with respect to such Loan.

            "Business Day": Any day other than a Saturday, a Sunday or a day on
which the New York Stock Exchange or the Federal Reserve is closed or any day on
which banking institutions in the states where any Collection Account, any REO
Account, the Distribution Account, the Trustee, the Master Servicer or the
Special Servicer is located and is authorized or obligated by law or executive
order to remain closed.

            "Cash Collateral Account": With respect to any Mortgage Loan that
has a Lock-Box Account, any account or accounts created pursuant to the related
Mortgage, Loan Agreement, Cash Collateral Account Agreement or other loan
document, into which account or accounts the Lock-Box Account monies are swept
on a regular basis for the benefit of the Trustee as successor to the applicable
Mortgage Loan Seller's interest in such Mortgage Loan. Any Cash Collateral
Account shall be beneficially owned for federal income tax purposes by the
Person who is entitled to receive all reinvestment income or gain thereon in
accordance with the terms and provisions of the related Mortgage Loan and
Section 3.06, which Person shall, if required under the Code, be taxed on all
reinvestment income or gain thereon. The Master Servicer shall be permitted to
make withdrawals therefrom solely for deposit into the Collection Account or a
Servicing Account, or to remit to the Borrower as required by the related loan
documents, as applicable. To the extent not inconsistent with the terms of the
related Mortgage Loan Documents, each such Cash Collateral Account shall be an
Eligible Account and the Master Servicer shall use reasonable efforts in
accordance with the Servicing Standard to cause Borrowers to change the location
of any Cash Collateral Account that is not an Eligible Account.

            "Cash Collateral Account Agreement": With respect to any Mortgage
Loan, the cash collateral account agreement, if any, between the related
Mortgage Loan Originator and the related Borrower, pursuant to which the related
Cash Collateral Account, if any, may have been established.

            "Cash Reserve Fund": The cash reserve fund in the amount of
$300,000, which amount was contributed to such reserve fund by the Column
Mortgage Loan Seller.

            "Cash Reserve Fund Account": The segregated account created and
maintained by the Master Servicer, if necessary, pursuant to Section 3.19(e), in
trust for the Certificateholders and Column, as their interests may appear,
which shall be entitled "KeyCorp Real Estate Capital Markets, Inc., in trust for
the registered holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2008-C1 and Column
Financial, Inc., as their interests may appear, Cash Reserve Fund Account."

            "CBA A Loan": The Trust Mortgage Loan identified on Exhibit B hereto
as McHugh Marriott Hilton Portfolio, which is senior in right of payment to the
related CBA B Loan, to the extent set forth in the related CBA A/B Intercreditor
Agreement.

            "CBA A/B Intercreditor Agreement": With respect to each CBA A/B
Mortgage Loan Combination, the related Intercreditor Agreement Among Note
Holders by and between Column, as the initial holder of the related A Loan, and
CBA-Mezzanine Capital Finance, LLC, as the initial holder of the related B Loan.

            "CBA A/B Material Default": With respect to each CBA A/B Mortgage
Loan Combination, a "Material Default" under, and within the meaning of, the
related CBA A/B Intercreditor Agreement.

            "CBA A/B Mortgage Loan Combination": Each of the CBA A Loans
together with the related CBA B Loan.

            "CBA B Loan": With respect to any CBA A Loan, the related B Loan not
included in the Trust.

            "CERCLA": The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.

            "Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 2008-C1, as executed by the Certificate
Registrar and authenticated and delivered hereunder by the Authenticating Agent.

            "Certificate Balance": With respect to any Class of Regular
Certificates (other than the Class A-X and Class A-2FL Certificates) or the
Class A-2FL Regular Interest, (i) on or prior to the first Distribution Date, an
amount equal to the Original Certificate Balance of such Class as specified in
the Preliminary Statement hereto, and (ii) as of any date of determination after
the first Distribution Date, the Certificate Balance of such Class on the
Distribution Date immediately prior to such date of determination (determined as
adjusted pursuant to Section 1.03(h)). The Certificate Balance of the Class
A-2FL Certificates is at all times equal to the Certificate Balance of the Class
A-2FL Regular Interest.

            "Certificate Notional Amount": With respect to any Class A-X
Certificate, as of any date of determination, the then notional amount of such
Certificate equal to the product of (a) the Percentage Interest evidenced by
such Certificate, multiplied by (b) the then Class A-X Notional Amount.

            "Certificate Owner": With respect to any Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected on the books
of the Depository or on the books of a Depository Participant or on the books of
an indirect participating brokerage firm for which a Depository Participant acts
as agent.

            "Certificate Register": The register maintained pursuant to Section
5.02.

            "Certificate Registrar": Wells Fargo, in its capacity as certificate
registrar, or any successor certificate registrar appointed as herein provided.

            "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register; provided, however, that:
(i) neither a Disqualified Organization nor a Non-United States Tax Person shall
be a "Holder" of, or a "Certificateholder" with respect to, a Class R or Class
LR Certificate for any purpose hereof; and (ii) solely for purposes of giving
any consent, approval, direction or waiver pursuant to this Agreement that
specifically relates to the rights, duties and/or obligations hereunder of the
Depositor, the Master Servicer, the Special Servicer or the Trustee in its
respective capacity as such (other than any consent, approval or waiver
contemplated by any of Sections 3.21, 3.32 and 7.01(c) or by the Series 2008-C1
Directing Certificateholder in its capacity as such), any Certificate registered
in the name of such party or in the name of any Affiliate thereof shall be
deemed not to be outstanding, and the Voting Rights to which it is entitled
shall not be taken into account in determining whether the requisite percentage
of Voting Rights necessary to effect any such consent, approval or waiver that
specifically relates to such party has been obtained. The Certificate Registrar
shall be entitled to request and conclusively rely upon a certificate of the
Depositor, the Master Servicer or the Special Servicer in determining whether a
Certificate is registered in the name of an Affiliate of such Person. All
references herein to "Certificateholders" or "Holders" shall reflect the rights
of Certificate Owners only insofar as they may indirectly exercise such rights
through the Depository and the Depository Participants (except as otherwise
specified herein), it being herein acknowledged and agreed that the parties
hereto shall be required to recognize as a "Certificateholder" or "Holder" only
the Person in whose name a Certificate is registered in the Certificate
Register.

            "Certificateholder Reports": Collectively, the Trustee Report and
the CMSA Investor Reporting Package.

            "Certification Parties": As defined in Section 12.08.

            "Certifying Person": As defined in Section 12.08.

            "Certifying Servicer": As defined in Section 12.11.

            "Class": Collectively, all of the Certificates bearing the same
alphabetic or alphanumeric class designation and having the same payment terms,
and each interest designated as an Uncertificated REMIC I Interest or the Class
A-2FL Regular Interest. The respective Classes of Certificates are designated in
Section 5.01(a).

            "Class A-1 Certificate": A Certificate designated as "Class A-1" on
the face thereof, substantially in the form of Exhibit A-2 hereto.

            "Class A-1 Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the lesser of (i) 6.1540% and (ii) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date.

            "Class A-1-A Certificate": A Certificate designated as "Class A-1-A"
on the face thereof, substantially in the form of Exhibit A-2 hereto.

            "Class A-1-A Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

            "Class A-2 Certificate": A Certificate designated as "Class A-2" on
the face thereof, substantially in the form of Exhibit A-2 hereto.

            "Class A-2 Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

            "Class A-2FL Available Funds" shall mean with respect to any
Distribution Date, an amount equal to (a) the sum of (i) the total amount of all
principal and/or interest distributions, as well as all distributions of Yield
Maintenance Charges, on or in respect of the Class A-2FL Regular Interest with
respect to such Distribution Date and (ii) the amounts, if any, received from
the Swap Counterparty pursuant to the Swap Agreement for such Distribution Date,
less (b) with respect to interest amounts and Yield Maintenance Charges, the sum
of (i) all regularly scheduled interest amounts and Yield Maintenance Charges
required to be paid to the Swap Counterparty pursuant to the Swap Agreement for
such Distribution Date, (ii) any amount payable to the Trustee as Net Investment
Earnings earned on funds held in the Floating Rate Account and (iii) any amounts
deposited in the Floating Rate Account in error.

            "Class A-2FL Certificate": A Certificate designated as "Class A-2FL"
on the face thereof, substantially in the form of Exhibit A-4 hereto.

            "Class A-2FL Distribution Conversion" shall mean with respect to any
Distribution Date (i) immediately upon and during the continuation of a Swap
Default of the nature described in clause (i) of the definition of "Swap
Default" while the Trustee is pursuing remedies under the Swap Agreement
pursuant to Section 3.35, or (ii) immediately upon and following the termination
of the Swap Agreement, the conversion of distributions to the Class A-2FL
Certificates from distributions based, in part, on floating interest payments
from the Swap Counterparty under the Swap Agreement to distributions based
solely on fixed interest distributions in respect of the Class A-2FL Regular
Interest, as specified in Section 4.01.

            "Class A-2FL Fixed Swap Payment" shall mean with respect to any
Distribution Date, the fixed interest amount required to be paid to the Swap
Counterparty by the Trust under the Swap Agreement (prior to any netting against
amounts due from the Swap Counterparty to the Trust) in respect of that
Distribution Date.

            "Class A-2FL Floating Swap Payment" shall mean with respect to any
Distribution Date, the floating interest amount required to be paid to the Trust
by the Swap Counterparty under the Swap Agreement (prior to any netting against
amounts due from the Trust to the Swap Counterparty) in respect of that
Distribution Date.

            "Class A-2FL Interest Distribution Amount" shall mean with respect
to any Distribution Date, an amount equal to (a) the sum of (i) the Optimal
Interest Distribution Amount with respect to the Class A-2FL Regular Interest
for such Distribution Date, (ii) the Class A-2FL Floating Swap Payment received
from the Swap Counterparty with respect to such Distribution Date and (iii) if
the Swap Agreement is terminated and a replacement Swap Agreement is not
obtained, any Swap Termination Payment collected during the related Collection
Period, less (b) the Class A-2FL Fixed Swap Payment made to the Swap
Counterparty with respect to such Distribution Date. The Class A-2FL Interest
Distribution Amount for the Class A-2FL Certificates for any Distribution Date,
for so long as the Swap Agreement is in effect and no Swap Default by the Swap
Counterparty exists under the Swap Agreement, shall be calculated on the basis
of the actual number of days in that Interest Accrual Period and the assumption
that each year consists of 360 days, except that, if the Swap Agreement is
terminated and not replaced or if there exists a continuing Swap Default by the
Swap Counterparty under the Swap Agreement, then the calculation with respect to
the Class A-2FL Certificates will be on the same basis as the Class A-2FL
Regular Interest.

            "Class A-2FL Net Fixed Swap Payment" shall mean with respect to any
Distribution Date, the excess, if any of (i) the Class A-2FL Fixed Swap Payment
for that Distribution Date over (ii) the Class A-2FL Floating Swap Payment in
respect of that Distribution Date.

            "Class A-2FL Net Floating Swap Payment" shall mean with respect to
any Distribution Date, the excess, if any of (i) the Class A-2FL Floating Swap
Payment for that Distribution Date over (ii) the Class A-2FL Fixed Swap Payment
in respect of that Distribution Date.

            "Class A-2FL Pass-Through Rate" shall mean with respect to any
Distribution Date for so long as no Class A-2FL Distribution Conversion has
occurred, LIBOR plus 2.40%; except that (I) if (a) the total amount of interest
distributions with respect to the Class A-2FL Regular Interest for any
distribution date required (or deemed) to be deposited in the Floating Rate
Account is less than (b) 1/12th of the product of (i) the Weighted Average Net
Mortgage Pass-Through Rate, multiplied by (ii) the Class Principal Balance of
the Class A-2FL Certificates as of the last day of the calendar month
immediately prior to that Distribution Date, then there will be a proportionate
reduction to the amount of interest distributable on the Class A-2FL
Certificates, as provided in the Swap Agreement and (II) if (a) the total amount
of interest distributions with respect to the Class A 2FL Regular Interest for
any distribution date required (or deemed) to be deposited in the Floating Rate
Account exceeds (b) 1/12th of the product of (i) the Weighted Average Net
Mortgage Pass-Through Rate, multiplied by (ii) the Class Principal Balance of
the Class A 2FL Certificates as of the last day of the calendar month
immediately prior to that Distribution Date, then there will be a proportional
increase to the amount of interest distributable on the Class A 2FL
Certificates, as provided in the Swap Agreement. With respect to any
Distribution Date on or after which a Class A-2FL Distribution Conversion has
occurred, "Class A-2FL Pass-Through Rate" shall mean the Class A-2FL Regular
Interest Pass-Through Rate.

            "Class A-2FL Principal Distribution Amount" shall mean with respect
to any Distribution Date, an amount equal to the amount of principal allocated
pursuant to Section 4.01 in respect of the Class A-2FL Regular Interest on such
Distribution Date.

            "Class A-2FL Regular Interest" shall mean the uncertificated
interest in the Upper-Tier REMIC, designated as "Class A-2FL," constituting a
"regular interest" in the Upper-Tier REMIC for purposes of the REMIC Provisions
and having the characteristics attributable thereto in this Agreement.

            "Class A-2FL Regular Interest Pass-Through Rate": As to any
Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage
Pass-Through Rate for such Distribution Date.

            "Class A-2FL Swap Payment Date" shall mean, with respect to any
Distribution Date, the Business Day preceding such Distribution Date.

            "Class A-3 Certificate": A Certificate designated as "Class A-3" on
the face thereof, substantially in the form of Exhibit A-2 hereto.

            "Class A-3 Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

            "Class A-AB Certificate": A Certificate designated as "Class A-3" on
the face thereof, substantially in the form of Exhibit A-2 hereto.

            "Class A-AB Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

            "Class A-J Certificate": A Certificate designated as "Class A-J" on
the face thereof, substantially in the form of Exhibit A-2 hereto.

            "Class A-J Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

            "Class A-M Certificate": A Certificate designated as "Class A-M" on
the face thereof, substantially in the form of Exhibit A-2 hereto.

            "Class A-M Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

            "Class A-P&I Certificates": The Class A-1, Class A-2, Class A-2FL
(through the Class A-2FL Regular Interest), Class A-AB, Class A-3 and Class
A-1-A Certificates, collectively.

            "Class A-X Certificate": A Certificate designated as "Class A-X" on
the face thereof, in the form of Exhibit A-1 hereto.

            "Class A-X Component": Each of the Components.

            "Class A-X Notional Amount": With respect to the Class A-X
Certificates and any date of determination, the sum of the then Component
Notional Amounts of all of the Components.

            "Class A-X Pass-Through Rate": The per annum rate, expressed as a
percentage, equal to the weighted average of the Class A-X Strip Rates of the
Class A-X Components (weighted on the basis of their respective Component
Notional Amounts) for such Distribution Date.

            "Class A-X Strip Rate": With respect to any Class A-X Component for
any Distribution Date, a rate per annum equal to (i) the Weighted Average Net
Mortgage Pass-Through Rate for such Distribution Date, minus (ii) the
Pass-Through Rate for the Corresponding Certificates (provided that in no event
shall any Class A-X Strip Rate be less than zero).

            "Class B Certificate": A Certificate designated as "Class B" on the
face thereof, in the form of Exhibit A-2 hereto.

            "Class B Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

            "Class C Certificate": A Certificate designated as "Class C" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class C Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

            "Class D Certificate": A Certificate designated as "Class D" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class D Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

            "Class E Certificate": A Certificate designated as "Class E" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class E Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

            "Class F Certificate": A Certificate designated as "Class F" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class F Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

            "Class G Certificate": A Certificate designated as "Class G" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class G Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

            "Class H Certificate": A Certificate designated as "Class H" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class H Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

            "Class J Certificate": A Certificate designated as "Class J" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class J Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

            "Class K Certificate": A Certificate designated as "Class K" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class K Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate for such
Distribution Date.

            "Class L Certificate": A Certificate designated as "Class L" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class L Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 4.0540%.

            "Class LA-1 Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LA-1-A Uncertificated Interest": A regular interest in REMIC
I that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LA-2 Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LA-2FL Uncertificated Interest": A regular interest in REMIC
I that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LA-3 Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LA-AB Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LA-J Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LA-M Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LB Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LC Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LD Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LE Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LF Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LG Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LH Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LJ Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LK Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LL Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LM Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LN Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LO Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LP Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LQ Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class LR Certificate": A Certificate designated as "Class LR" on
the face thereof, in the form of Exhibit A-6 hereto.

            "Class LS Uncertificated Interest": A regular interest in REMIC I
that is held as an asset of REMIC II and having the Original REMIC I Principal
Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.

            "Class M Certificate": A Certificate designated as "Class M" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class M Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 4.0540%.

            "Class N Certificate": A Certificate designated as "Class N" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class N Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 4.0540%.

            "Class O Certificate": A Certificate designated as "Class O" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class O Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 4.0540%.

            "Class P Certificate": A Certificate designated as "Class P" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class P Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 4.0540%.

            "Class Principal Balance": The aggregate principal balance
outstanding from time to time of any Class of Principal Balance Certificates.

            "Class Q Certificate": A Certificate designated as "Class Q" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class Q Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 4.0540%.

            "Class R Certificate": A Certificate designated as "Class R" on the
face thereof, in the form of Exhibit A-6 hereto.

            "Class S Certificate": A Certificate designated as "Class S" on the
face thereof, in the form of Exhibit A-3 hereto.

            "Class S Pass-Through Rate": As to any Distribution Date, a per
annum rate equal to 4.0540%.

            "Class V Certificate": A Certificate designated as "Class V" on the
face thereof, in the form of Exhibit A-5 hereto. The Class V Certificates have
no Pass-Through Rate, Certificate Balance or Notional Balance.

            "Clearstream": Clearstream Banking, societe anonyme or any
successor.

            "Closing Date": April 18, 2008.

            "CMSA": The Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither such
association nor any successor remains in existence, then "CMSA" will be deemed
to refer to such other existing association or organization whose principal
membership consists of servicers, trustees, certificateholders, issuers,
placement agents and underwriters generally involved in the commercial mortgage
loan securitization industry, which is the principal such association or
organization in the commercial mortgage loan securitization industry and whose
principal purpose is the establishment of industry standards for reporting
transaction-specific information relating to commercial mortgage pass-through
certificates and commercial mortgage-backed bonds and the commercial mortgage
loans and foreclosed properties underlying or backing them to investors holding
or owning such certificates or bonds, and any successor to such other
association or organization. If an organization or association described in one
of the preceding sentences of this definition does not exist, then "CMSA" will
be deemed to refer to such other association or organization as shall be
selected by the Master Servicer and reasonably acceptable to the Trustee, the
Special Servicer and the Series 2008-C1 Directing Certificateholder.

            "CMSA Advance Recovery Report": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Advance Recovery Report" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage-backed securities transactions generally, and insofar as it
requires the presentation of information in addition to that called for by the
form of the "Advance Recovery Report" available as of the Closing Date on the
CMSA Website, as is reasonably acceptable to the Master Servicer, the Special
Servicer, the Trustee and the Paying Agent.

            "CMSA Bond Level File": A data file substantially in the form of,
and containing the information called for in, the downloadable form of the "Bond
Level File" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally, and insofar as it requires
the presentation of information in addition to that called for by the form of
the "Bond Level File" available as of the Closing Date on the CMSA Website, as
is reasonably acceptable to the Master Servicer, the Special Servicer, the
Trustee and the Paying Agent.

            "CMSA Collateral Summary File": A data file substantially in the
form of, and containing the information called for in, the downloadable form of
the "Collateral Summary File" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally,
and insofar as it requires the presentation of information in addition to that
called for by the form of the "CMSA Collateral Summary File" available as of the
Closing Date on the CMSA Website, as is reasonably acceptable to the Master
Servicer, the Special Servicer, the Trustee and the Paying Agent.

            "CMSA Comparative Financial Status Report": A report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Comparative Financial Status Report" available as of the Closing
Date on the CMSA Website, or such other form for the presentation of such
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally, and insofar as it requires
the presentation of information in addition to that called for by the form of
the "Comparative Financial Status Report" available as of the Closing Date on
the CMSA Website, as is reasonably acceptable to the Master Servicer, the
Special Servicer, the Trustee and the Paying Agent.

            "CMSA Delinquent Loan Status Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Delinquent Loan Status Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally,
and insofar as it requires the presentation of information in addition to that
called for by the form of the "Delinquent Loan Status Report" available as of
the Closing Date on the CMSA Website, as is reasonably acceptable to the Master
Servicer, the Special Servicer, the Trustee and the Paying Agent.

            "CMSA Financial File": A data file substantially in the form of, and
containing the information called for in, the downloadable form of the
"Financial File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally, and insofar as it
requires the presentation of information in addition to that called for by the
form of the "Financial File" available as of the Closing Date on the CMSA
Website, as is reasonably acceptable to the Master Servicer, the Special
Servicer, the Trustee and the Paying Agent.

            "CMSA Historical Liquidation Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Historical Liquidation Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally,
and insofar as it requires the presentation of information in addition to that
called for by the form of the "Historical Liquidation Report" available as of
the Closing Date on the CMSA Website, as is reasonably acceptable to the Master
Servicer, the Special Servicer, the Trustee and the Paying Agent.

            "CMSA Historical Loan Modification and Corrected Mortgage Loan
Report": A report substantially in the form of, and containing the information
called for in, the downloadable form of the "Historical Loan Modification and
Corrected Mortgage Loan Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally,
and insofar as it requires the presentation of information in addition to that
called for by the form of the "Historical Loan Modification and Corrected
Mortgage Loan Report" available as of the Closing Date on the CMSA Website, as
is reasonably acceptable to the Master Servicer, the Trustee and the Paying
Agent.

            "CMSA Investor Reporting Package": Collectively:

            (a) the following seven electronic files: (i) CMSA Loan Setup File,
      (ii) CMSA Loan Periodic Update File, (iii) CMSA Property File, (iv) CMSA
      Bond Level File, (v) CMSA Financial File, (vi) CMSA Collateral Summary
      File and (vii) CMSA Special Servicer Loan File; and

            (b) the following ten supplemental reports: (i) CMSA Delinquent Loan
      Status Report, (ii) CMSA Historical Loan Modification and Corrected
      Mortgage Loan Report, (iii) CMSA Historical Liquidation Report, (iv) CMSA
      REO Status Report, (v) CMSA Operating Statement Analysis Report, (vi) CMSA
      Comparative Financial Status Report, (vii) CMSA Servicer Watch List,
      (viii) CMSA Loan Level Reserve/LOC Report, (ix) CMSA NOI Adjustment
      Worksheet and (x) CMSA Reconciliation of Funds.

            "CMSA Loan Level Reserve/LOC Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Loan Level Reserve/LOC Report" available as of the Closing Date on the CMSA
Website, or in such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally,
and insofar as it requires the presentation of information in addition to that
called for by the form of the "Loan Level Reserve/LOC Report" available as of
the Closing Date on the CMSA Website, as is reasonably acceptable to the Master
Servicer, the Trustee and the Paying Agent.

            "CMSA Loan Periodic Update File": A data file substantially in the
form of, and containing the information called for in, the downloadable form of
the "Loan Periodic Update File" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally,
and insofar as it requires the presentation of information in addition to that
called for by the form of the "Loan Periodic Update File" available as of the
Closing Date on the CMSA Website, as is reasonably acceptable to the Master
Servicer, the Trustee and the Paying Agent.

            "CMSA Loan Setup File": A data file substantially in the form of,
and containing the information called for in, the downloadable form of the "Loan
Setup File" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally, and insofar as it requires
the presentation of information in addition to that called for by the form of
the "Loan Setup File" available as of the Closing Date on the CMSA Website, as
is reasonably acceptable to the Master Servicer, the Trustee and the Paying
Agent.

            "CMSA NOI Adjustment Worksheet": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"NOI Adjustment Worksheet" available as of the Closing Date on the CMSA Website,
or such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally, and insofar as it
requires the presentation of information in addition to that called for by the
form of the "NOI Adjustment Worksheet" available as of the Closing Date on the
CMSA Website, as is reasonably acceptable to the Master Servicer or the Special
Servicer, as applicable.

            "CMSA Operating Statement Analysis Report": A report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Operating Statement Analysis Report" available as of the Closing
Date on the CMSA Website or such other form for the presentation of such
information and containing such additional information as may from time to time
be recommended by the CMSA for commercial mortgage-backed securities
transactions generally, and insofar as it requires the presentation of
information in addition to that called for by the form of the "Operating
Statement Analysis Report" available as of the Closing Date on the CMSA Website,
as is reasonably acceptable to the Master Servicer or the Special Servicer, as
applicable, the Trustee and the Paying Agent.

            "CMSA Property File": A data file substantially in the form of, and
containing the information called for in, the downloadable form of the "Property
File" available as of the Closing Date on the CMSA Website, or such other form
for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally, and insofar as it requires
the presentation of information in addition to that called for by the form of
the "Property File" available as of the Closing Date on the CMSA Website, as is
reasonably acceptable to the Master Servicer or the Special Servicer, as
applicable, the Trustee and the Paying Agent.

            "CMSA Realized Loss Report": A report substantially in the form of,
and containing the information called for in, the downloadable form of the
"Realized Loss Report" available as of the Closing Date on the CMSA Website, or
such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally, and insofar as it
requires the presentation of information in addition to that called for by the
form of the "Realized Loss Report" available as of the Closing Date on the CMSA
Website, as is reasonably acceptable to the Master Servicer, the Special
Servicer, the Trustee and the Paying Agent.

            "CMSA Reconciliation of Funds": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Reconciliation of Funds" available as of the Closing Date on the CMSA Website,
or in such other form for the presentation of such information and containing
such additional information as may from time to time be recommended by the CMSA
for commercial mortgage-backed securities transactions generally, and insofar as
it requires the presentation of information in addition to that called for by
the form of the "Reconciliation of Funds" available as of the Closing Date on
the CMSA Website, as is reasonably acceptable to the Master Servicer, the
Special Servicer, the Trustee and the Paying Agent.

            "CMSA REO Status Report": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "REO
Status Report" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally, and insofar as it
requires the presentation of information in addition to that called for by the
form of the "REO Status Report" available as of the Closing Date on the CMSA
Website, as is reasonably acceptable to the Master Servicer, the Trustee and the
Paying Agent.

            "CMSA Servicer Watch List": A report substantially in the form of,
and containing the information called for in, the downloadable form of "Servicer
Watch List" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally, and insofar as it requires
the presentation of information in addition to that called for by the form of
the "Servicer Watch List" available as of the Closing Date on the CMSA Website,
as is reasonably acceptable to the Master Servicer, the Trustee and the Paying
Agent.

            "CMSA Special Servicer Loan File": A data file substantially in the
form of, and containing the information called for in, the downloadable form of
the "Special Servicer Loan File" available as of the Closing Date on the CMSA
Website, or in such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally,
and insofar as it requires the presentation of information in addition to that
called for by the form of the "Special Servicer Loan File" available as of the
Closing Date on the CMSA Website, as is reasonably acceptable to the Master
Servicer, the Special Servicer, the Trustee and the Paying Agent.

            "CMSA Website": The CMSA's internet website located at
"www.cmbs.org" or such other primary website as the CMSA may establish for
dissemination of its data file and report forms.

            "Code": The Internal Revenue Code of 1986 and regulations
promulgated thereunder, including proposed regulations to the extent that, by
reason of their proposed effective date, could, as of the date of any
determination or opinion as to the tax consequences of any action or proposed
action or transaction, could be applied to the Trust or the Certificates.

            "Collection Account": One or more separate custodial accounts or,
subject to Section 3.04(h), sub-accounts created and maintained by the Master
Servicer or any Sub-Servicer on behalf of the Master Servicer pursuant to
Section 3.04(a) in the name of the Trustee on behalf of the Certificateholders
and the Serviced Loan Combination Holders, into which the amounts set forth in
Section 3.04(a) shall be deposited directly, which, subject to Section 3.04(h),
shall be entitled substantially as follows: "KeyCorp Real Estate Capital
Markets, Inc. [or the name of any successor Master Servicer], in trust for Wells
Fargo Bank, N.A., as Trustee, on behalf of Holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2008-C1, Collection Account." The Collection Account shall be an Eligible
Account (or, subject to Section 3.04(h), a sub-account of an Eligible Account)
and, except for the Excess Interest and Broker Strip Interest held therein,
shall be part of REMIC I.

            "Collection Period": With respect to any Distribution Date, the
period commencing on the date immediately following the Determination Date in
the calendar month preceding the month in which such Distribution Date occurs
(or, in the case of the initial Distribution Date, commencing as of the Closing
Date) and ending on and including the Determination Date in the calendar month
in which such Distribution Date occurs.

            "Column": As defined in the Preliminary Statement hereto.

            "Column Mortgage Loan Purchase Agreement": As defined in the
Preliminary Statement hereto.

            "Column Performance Guarantee": The Guarantee dated as of April 1,
2008, from the Column Performance Guarantor in favor of the Trustee, relating to
the obligations of Column under Section 7 of the Column Mortgage Loan Purchase
Agreement.

            "Column Performance Guarantor": Credit Suisse (USA), Inc., its
successor in interest or any successor guarantor under the Column Performance
Guarantee.

            "Column Trust Mortgage Loans": As defined in the Preliminary
Statement hereto.

            "Commission": The Securities and Exchange Commission.

            "Component": Each of Component A-1, Component A-2, Component A-2FL,
Component A-AB, Component A-3, Component A-1-A, Component A-M, Component A-J,
Component B, Component C, Component D, Component E, Component F, Component G,
Component H, Component J, Component K, Component L, Component M, Component N,
Component O, Component P, Component Q and Component S.

            "Component A-1": One of the components of the Class A-X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Amount of the Class LA-1 Uncertificated Interest as of any date of
determination.

            "Component A-1-A": One of the components of the Class A-X
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-1-A Uncertificated Interest as of any date of
determination.

            "Component A-2": One of the components of the Class A-X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Amount of the Class LA-2 Uncertificated Interest as of any date of
determination.

            "Component A-2FL": One of the components of the Class A-X
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-2FL Uncertificated Interest as of any date of
determination.

            "Component A-3": One of the components of the Class A-X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Amount of the Class LA-3 Uncertificated Interest as of any date of
determination.

            "Component A-AB": One of the components of the Class A-X
Certificates having a Component Notional Amount equal to the then current REMIC
I Principal Amount of the Class LA-AB Uncertificated Interest as of any date of
determination.

            "Component A-J": One of the components of the Class A-X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Amount of the Class LA-J Uncertificated Interest as of any date of
determination.

            "Component A-M": One of the components of the Class A-X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Amount of the Class LA-M Uncertificated Interest as of any date of
determination.

            "Component B": One of the components of the Class A-X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Amount of the Class LB Uncertificated Interest as of any date of determination.

            "Component C": One of the components of the Class A-X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Amount of the Class LC Uncertificated Interest as of any date of determination.

            "Component D": One of the components of the Class A-X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Amount of the Class LD Uncertificated Interest as of any date of determination.

            "Component E": One of the components of the Class A-X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Amount of the Class LE Uncertificated Interest as of any date of determination.

            "Component F": One of the components of the Class A-X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Amount of the Class LF Uncertificated Interest as of any date of determination.

            "Component G": One of the components of the Class A-X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Amount of the Class LG Uncertificated Interest as of any date of determination.

            "Component H": One of the components of the Class A-X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Amount of the Class LH Uncertificated Interest as of any date of determination.

            "Component J": One of the components of the Class A-X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Amount of the Class LJ Uncertificated Interest as of any date of determination.

            "Component K": One of the components of the Class A-X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Amount of the Class LK Uncertificated Interest as of any date of determination.

            "Component L": One of the components of the Class A-X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Amount of the Class LL Uncertificated Interest as of any date of determination.

            "Component M": One of the components of the Class A-X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Amount of the Class LM Uncertificated Interest as of any date of determination.

            "Component N": One of the components of the Class A-X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Amount of the Class LN Uncertificated Interest as of any date of determination.

            "Component Notional Amount": With respect to each Component and any
date of determination, an amount equal to the then REMIC I Principal Amount of
its Corresponding Uncertificated REMIC I Interest.

            "Component O": One of the components of the Class A-X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Amount of the Class LO Uncertificated Interest as of any date of determination.

            "Component P": One of the components of the Class A-X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Amount of the Class LP Uncertificated Interest as of any date of determination.

            "Component Q": One of the components of the Class A-X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Amount of the Class LQ Uncertificated Interest as of any date of determination.

            "Component S": One of the components of the Class A-X Certificates
having a Component Notional Amount equal to the then current REMIC I Principal
Amount of the Class LS Uncertificated Interest as of any date of determination.

            "Confidential Offering Circular": The final Confidential Offering
Circular dated March 28, 2008, relating to certain Classes of the Non-Registered
Certificates delivered by the Depositor to the Initial Purchasers as of the
Closing Date.

            "Controlling Class": As of any date of determination, the Class of
Principal Balance Certificates with the lowest payment priority pursuant to
Sections 4.01(a) and 4.01(b), that has a then outstanding Class Principal
Balance that is not less than 25% of its initial Class Principal Balance;
provided that, if no Class of Principal Balance Certificates has a Class
Principal Balance that satisfies the foregoing requirement, then the Controlling
Class shall be the Class of Principal Balance Certificates with the lowest
payment priority pursuant to Sections 4.01(a) and 4.01(b), that has a then
outstanding Class Principal Balance greater than zero. For purposes of this
definition, the respective Classes of the Class A-P&I Certificates shall be
treated as a single Class and, if appropriate under the terms of this
definition, shall collectively constitute the Controlling Class. As of the
Closing Date, the Controlling Class shall be the Class S Certificates.

            "Controlling Class Certificateholder": Each Holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified by
the Certificate Registrar to the Trustee from time to time.

            "Corporate Trust Office": The corporate trust office of the Trustee
at which at any particular time its corporate trust business with respect to
this Agreement shall be administered, which office at the date of the execution
of this Agreement is located at 9062 Old Annapolis Road, Columbia, Maryland
21045-1951, Attention: Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2008-C1.

            "Corrected Mortgage Loan": Any Corrected Trust Mortgage Loan or B
Loan as to which the related Trust Mortgage Loan is a Corrected Mortgage Loan as
described in the definition of "Servicing Transfer Event."

            "Corrected Trust Mortgage Loan": Any Trust Mortgage Loan that had
been a Specially Serviced Trust Mortgage Loan but as to which all Servicing
Transfer Events have ceased to exist.

            "Corresponding Certificates": As defined in the Preliminary
Statement hereto.

            "Corresponding Components": As defined in the Preliminary Statement
hereto.

            "Corresponding Uncertificated REMIC I Interests": As defined in the
Preliminary Statement hereto.

            "Credit Suisse": Credit Suisse Securities (USA) LLC or its successor
in interest.

            "Cross-Collateralized Group": Any group of Crossed Trust Mortgage
Loans.

            "Crossed Trust Mortgage Loan": Any Trust Mortgage Loan which is
cross-defaulted and cross-collateralized with any other Trust Mortgage Loan. For
the avoidance of doubt, no Trust Mortgage Loan which is part of a Serviced Loan
Combination shall be deemed a Crossed Trust Mortgage Loan under this Agreement.

            "Crossed Trust Mortgage Loan Repurchase Criteria": (i) The Debt
Service Coverage Ratio for all remaining related Crossed Trust Mortgage Loans
for the four calendar quarters immediately preceding the repurchase or
substitution is not less than the greater of (a) the Debt Service Coverage Ratio
for all such related Crossed Trust Mortgage Loans, including the affected
Crossed Trust Mortgage Loan, for the four calendar quarters immediately
preceding the repurchase or substitution, (b) the Debt Service Coverage Ratio on
the Closing Date and (c) 1.25x, (ii) the loan-to-value ratio for any remaining
related Crossed Trust Mortgage Loans determined at the time of repurchase or
substitution based upon an Appraisal obtained by the Master Servicer (if the
Crossed Trust Mortgage Loan is a Performing Trust Mortgage Loan) or the Special
Servicer (if the Crossed Trust Mortgage Loan is a Specially Serviced Trust
Mortgage Loan) at the expense of the related Mortgage Loan Seller is not greater
than the lesser of (a) the loan-to-value ratio for all such related Crossed
Trust Mortgage Loans, including the affected Crossed Trust Mortgage Loan set
forth in the tables on Exhibit A-1 to the Prospectus Supplement, (b) the
loan-to-value ratio for all such related Crossed Trust Mortgage Loans, including
the affected Crossed Trust Mortgage Loan, determined at the time of repurchase
or substitution based upon an Appraisal obtained by the Master Servicer (if the
Crossed Trust Mortgage Loan is a Performing Trust Mortgage Loan) or the Special
Servicer (if the Crossed Trust Mortgage Loan is a Specially Serviced Trust
Mortgage Loan) at the expense of the related Mortgage Loan Seller and (c) 75.0%,
and (iii) the Trustee receives an Opinion of Counsel (at the expense of the
related Mortgage Loan Seller) to the effect that such repurchase or substitution
will not result in the imposition of a tax on the assets of the Trust Fund or
cause either REMIC Pool to fail to qualify as a REMIC for federal or applicable
state tax purposes at any time that any of the Certificates are outstanding.

            "Cure Event": The exercise by any holder of a CBA B Loan of the cure
rights, if any, set forth in the related Intercreditor Agreement, in each case
in accordance with the applicable Intercreditor Agreement.

            "Cure Payments": With respect to any Mortgage Loan Combination, as
to which the related Intercreditor Agreement provides that a B Loan Holder shall
be entitled to cure a default under the related Mortgage Loan, the payments that
such B Loan Holder makes to the Master Servicer, the Special Servicer or the
Trustee, as applicable, which payments shall consist (without duplication) of
all actual costs, expenses, losses, obligations, damages, penalties, and
disbursements imposed on or incurred (whether or not yet paid) by the Master
Servicer, the Special Servicer or the Trustee, as applicable (including, without
limitation, all unreimbursed Advances (without regard to whether such Advance
would be a Nonrecoverable Advance), and any interest accrued thereon, Default
Interest and any servicing compensation incurred with respect to the related
Mortgage Loan) during the period of time from the expiration of the grace period
under such Mortgage Loan that gave rise to such Cure Event until such Cure
Payment is made or such other cure is otherwise effected.

            "Custodian" shall mean a Person who is at any time appointed by the
Trustee pursuant to Section 8.12 as a document custodian for the Mortgage Files.
The Trustee shall act as the initial Custodian.

            "Cut-off Date": Individually and collectively, the respective Due
Dates for the Trust Mortgage Loans in April 2008.

            "Cut-off Date Principal Balance": With respect to any Original Trust
Mortgage Loan or B Loan, the outstanding principal balance of such Trust
Mortgage Loan or B Loan as of the Cut-off Date, after application of all
payments of principal due on or before such date, whether or not received.

            "Debt Service Coverage Ratio": With respect to any Trust Mortgage
Loan for any twelve-month period covered by an annual operating statement for
the related Mortgaged Property, the ratio of (i) Net Operating Income produced
by the related Mortgaged Property during such period to (ii) the aggregate
amount of Monthly Payments (other than any Balloon Payment) due under such Trust
Mortgage Loan during such period.

            "Default Interest": With respect to any Mortgage Loan (or any
successor REO Mortgage Loan with respect thereto), any amounts collected
thereon, other than late payment charges or Yield Maintenance Charges, that
represent interest in excess of interest accrued on the principal balance of
such Trust Mortgage Loan (or REO Mortgage Loan) at the related Mortgage Rate,
such excess interest arising out of a default under such Mortgage Loan; provided
that, in the case of the 450 Lexington Avenue Loan or any related REO Mortgage
Loan, "Default Interest" shall be limited to only such amounts of the type
described above in this definition as are remitted to the Master Servicer on
behalf of the Trust under the 450 Lexington Avenue Servicing Agreement.

            "Defaulted Trust Mortgage Loan": A Trust Mortgage Loan that is at
least sixty days delinquent in respect of its Monthly Payments, or delinquent in
respect of its Balloon Payment, if any, in each case without giving effect to
any grace period permitted by the related Mortgage or Note, or if any
non-monetary event of default occurs that results in the Trust Mortgage Loan
becoming a Specially Serviced Trust Mortgage Loan; provided, however, that no
Monthly Payment (other than a Balloon Payment) shall be deemed delinquent if
less than ten dollars of all amounts due and payable on such Trust Mortgage Loan
has not been received.

            "Defaulting Party": As defined in Section 7.01(b).

            "Defeasance Collateral": As defined in Section 3.08(f).

            "Defeasance Mortgage Loan": As defined in Section 3.08(f).

            "Defect": With respect to any Trust Mortgage Loan, as defined in the
related Mortgage Loan Purchase Agreement.

            "Defective Trust Mortgage Loan": Any Trust Mortgage Loan as to which
there exists a Material Breach or a Material Defect that has not been cured in
all material respects.

            "Definitive Certificate": A Certificate issued in registered,
definitive physical form.

            "Deleted Trust Mortgage Loan": A Defective Trust Mortgage Loan that
is purchased or repurchased, as the case may be, from the Trust or replaced with
one or more Replacement Trust Mortgage Loans, in either case as contemplated by
Section 2.03.

            "Depositor": As defined in the Preliminary Statement hereto.

            "Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act.

            "Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

            "Determination Date": With respect to any Distribution Date, the
close of business on the 11th day of the month in which such Distribution Date
occurs, or if such 11th day is not a Business Day, the Business Day immediately
following such 11th day.

            "Directly Operate": With respect to any REO Property (other than REO
Property related to the 450 Lexington Avenue Loan), the furnishing or rendering
of services to the tenants thereof that are not (within the meaning of Treasury
Regulations Section 1.512(b)-1(c)(5)) customarily provided to tenants in
connection with the rental of space for occupancy, the management or operation
of such REO Property, the holding of such REO Property primarily for sale to
customers in the ordinary course of a trade or business, the performance of any
construction work thereon or any use of such REO Property in a trade or business
conducted by the Trust Fund, in each case other than through an Independent
Contractor; provided, however, that the Trustee (or the Master Servicer or the
Special Servicer on behalf of the Trustee) shall not be considered to Directly
Operate an REO Property solely because the Trustee (or the Master Servicer or
the Special Servicer on behalf of the Trustee) establishes rental terms, chooses
tenants, enters into or renews leases, deals with taxes and insurance or makes
decisions as to repairs (of the type that would be deductible under Section 162
of the Code) or capital expenditures with respect to such REO Property.

            "Disqualified Organization": Any of (i) the United States, any State
or political subdivision thereof, any possession of the United States or any
agency or instrumentality of any of the foregoing (other than an instrumentality
that is a corporation if all of its activities are subject to tax and, except
for FHLMC, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization or
any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
that is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code and (v) any other Person so designated by the Master Servicer or the
Trustee based upon an Opinion of Counsel provided to the Trustee (which shall
not be an expense of the Trustee) to the effect that the holding of an Ownership
Interest in a Residual Certificate by such Person may cause either REMIC Pool to
qualify as a REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Residual Certificate to such Person. The terms
"United States," "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.

            "Distribution Account": The account, accounts or, subject to Section
3.04(h), sub-accounts created and maintained by the Trustee, pursuant to Section
3.04(b), in trust for the Certificateholders, which, subject to Section 3.04(h),
shall be entitled "Wells Fargo Bank, N.A., as Trustee, for the benefit of
Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2008-C1, Distribution Account." The
Distribution Account shall be an Eligible Account or, subject to Section
3.04(h), a subaccount of an Eligible Account.

            "Distribution Date": With respect to any calendar month, commencing
in May 2008, the fourth Business Day following the Determination Date in such
month.

            "Do Not Hire List": The list, as may be updated at any time,
provided by the Depositor to the Master Servicer, the Special Servicer and
Trustee, which lists certain parties identified by the Depositor as having
materially failed to comply with their respective obligations under Article XII
of this Agreement or as having materially failed to comply with any similar
Regulation AB reporting requirements under any pooling and servicing agreement
relating to any other series of certificates offered by the Depositor.

            "Due Date": With respect to (i) any Mortgage Loan on or prior to its
Maturity Date, the day of the month set forth in the related Note on which each
Monthly Payment thereon is scheduled to be first due (without giving effect to
any grace period with respect to late Monthly Payments), (ii) any Mortgage Loan
after the Maturity Date therefor, the day of the month set forth in the related
Note on which each Monthly Payment on such Mortgage Loan had been scheduled to
be first due (without giving effect to any grace period) and (iii) any REO
Mortgage Loan, the day of the month set forth in the related Note on which each
Monthly Payment on the related Mortgage Loan had been scheduled to be first due
(without giving effect to any grace period).

            "EDGAR": The Electronic Data Gathering, Analysis, and Retrieval
System of the Commission, which is the computer system for the receipt,
acceptance, review and dissemination of documents submitted to the Commission in
electronic format.

            "Eligible Account": Either (i) an account or accounts maintained
with a federal or state chartered depository institution or trust company
(including the Trustee) the long-term unsecured debt obligations of which are
rated at least "AA-" by S&P and Fitch (or "A-" if the short-term debt
obligations thereof have a short-term rating of not less than "A-1" by S&P and
"F-1" by Fitch), if the deposits are to be held in such account for more than 30
days, or the short-term debt obligations of which have a short-term rating of
not less than "A-1" by S&P and Fitch, if the deposits are to be held in such
account for 30 days or less, or such other account or accounts with respect to
which each of the Rating Agencies shall have confirmed in writing that the then
current rating assigned to any of the Certificates that are currently being
rated by such Rating Agency will not be qualified (as applicable), downgraded or
withdrawn by reason thereof or (ii) a segregated trust account or accounts
maintained with the corporate trust department of a federal- or state-chartered
depository institution or trust company that has corporate trust powers, acting
in its fiduciary capacity; provided that any state-chartered depository
institution or trust company is subject to regulation regarding fiduciary funds
substantially similar to 12 C.F.R. ss. 9.10(b) or (iii) an account or accounts
maintained with KeyBank National Association so long as KeyBank National
Association has a long-term unsecured debt rating of at least "A-" from Fitch
and "A" from S&P and a short-term rating of at least "F-1" from Fitch and "A-1"
from S&P or (iv) an account or accounts maintained with PNC (A) so long as PNC's
long-term unsecured debt rating shall be at least "A" from S&P and "A" from
Fitch and its short-term unsecured debt rating is at least "F-1" from Fitch (if
the deposits are to be held in the account for more than 30 days) or (B) PNC's
short-term deposit or short-term unsecured debt rating shall be at least "A-1"
from S&P and "F-1" from Fitch (if the deposits are to be held in the account for
30 days or less) or (v) such other account or accounts with respect to which
each of the Rating Agencies shall have confirmed in writing that the then
current rating assigned to any of the Certificates that are currently being
rated by such Rating Agency will not be qualified (as applicable), downgraded or
withdrawn by reason thereof. Eligible Accounts may bear interest. No Eligible
Account shall be evidenced by a certificate of deposit, passbook or other
similar instrument.

            "Environmental Assessment": A "Phase I environmental assessment" as
described in and meeting the criteria of the American Society of Testing
Materials Standard E 1527-94 or any successor thereto published by the American
Society of Testing Materials.

            "Environmental Insurance Policy": With respect to any Mortgage Loan,
any insurance policy covering Insured Environmental Events that is maintained
from time to time in respect of such Mortgage Loan or the related Mortgaged
Property.

            "Environmental Insurer": The provider of insurance pursuant to any
Environmental Insurance Policy.

            "ERISA": The Employee Retirement Income Security Act of 1974, as
amended.

            "Escrow Payment": Any payment received by the Master Servicer for
the account of any Borrower for application toward the payment of real estate
taxes, assessments, Insurance Policy premiums and similar items in respect of
the related Mortgaged Property, including amounts for deposit to any reserve
account.

            "Euroclear": The Euroclear System.

            "Event of Default": One or more of the events described in Section
7.01(a).

            "Excess Interest": With respect to each of the ARD Mortgage Loans
(and each REO Trust Mortgage Loan that relates to an ARD Trust Mortgage Loan),
interest accrued on such Mortgage Loan (or REO Trust Mortgage Loan) and
allocable to the Excess Rate. Insofar as it accrues on an ARD Trust Mortgage
Loan (or any REO Trust Mortgage Loan with respect thereto), Excess Interest is
an asset of the Trust Fund, but shall not be an asset of either REMIC Pool.

            "Excess Interest Distribution Account": The account, accounts or,
subject to Section 3.04(h), subaccount created and maintained by the Trustee,
which, subject to Section 3.04(h), shall be entitled "Wells Fargo Bank, N.A., as
Trustee, in trust for Holders of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 2008-C1, Excess
Interest Distribution Account," and which shall be an Eligible Account or,
subject to Section 3.04(h), a subaccount of an Eligible Account. The Excess
Interest Distribution Account shall not be an asset of either REMIC Pool.

            "Excess Liquidation Proceeds": The excess, if any, of (a) the Net
Liquidation Proceeds from the sale or liquidation of a Specially Serviced
Mortgage Loan or, insofar as they are allocable to the related REO Mortgage
Loan, from the sale or liquidation of an REO Property, over (b) the sum of (i)
interest on any related Advances, (ii) any Additional Trust Fund Expenses or
servicing compensation with respect to such Mortgage Loan, (iii) any related
Servicing Advances, and (iv) the amount needed to pay off in full the subject
Trust Mortgage Loan or related REO Trust Mortgage Loan (or if related to a
Mortgage Loan Combination, the amount needed to pay off in full such Mortgage
Loan Combination) and all amounts due with respect thereto.

            "Excess Liquidation Proceeds Account": The account, accounts or,
subject to Section 3.04(h), sub-account created and maintained by the Trustee,
which, subject to Section 3.04(h), shall be entitled "Wells Fargo Bank, N.A. [or
the name of any successor Trustee], as Trustee, in trust for the registered
holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2008-C1, Excess Liquidation Proceeds
Account," and which shall be an Eligible Account or, subject to Section 3.04(h),
a subaccount of an Eligible Account. The Excess Liquidation Proceeds Account
shall be an asset of REMIC I.

            "Excess Rate": With respect to each ARD Mortgage Loan (and each REO
Trust Mortgage Loan that relates to an ARD Trust Mortgage Loan) after the
related Anticipated Repayment Date, the excess of (i) the applicable Revised
Rate over (ii) the applicable Mortgage Rate in effect immediately prior to the
related Anticipated Repayment Date.

            "Excess Servicing Strip": The excess of the Master Servicing Fee
Rate over 0.01% (1 basis point) per annum, subject to reduction by the Trustee
pursuant to Section 3.11(a).

            "Exchange Act": The Securities Exchange Act of 1934, as amended from
time to time.

            "Exchange Act Reports": All Current Reports on Form 8-K and Annual
Reports on Form 10-K that are to be filed with the Commission with respect to
the Trust as contemplated by Sections 12.07 and Section 12.09.

            "Exemption-Favored Party": Any of (i) Credit Suisse, (ii) Morgan
Stanley & Co. Incorporated, (iii) Deutsche Bank Securities Inc, (iv) any Person
directly or indirectly, through one or more intermediaries, controlling,
controlled by or under common control with Credit Suisse, Morgan Stanley & Co.
Incorporated or Deutsche Bank Securities Inc, and (v) any member of any
underwriting syndicate or selling group of which any Person described in clauses
(i) through (iv) is a manager or co-manager with respect to a Class of
Certificates (other than the Class R, Class LR and Class V Certificates) that is
investment grade rated by at least one Rating Agency.

            "Fair Value": As defined in Section 3.18(b).

            "FAN": Final Authorization Number.

            "FDIC": Federal Deposit Insurance Corporation or any successor.

            "FHLMC": Federal Home Loan Mortgage Corporation or any successor.

            "Fidelity Bond": As defined in Section 3.07(c).

            "Final Distribution Date": The final Distribution Date on which any
distributions are to be made hereunder on the Certificates in connection with
the termination of the Trust.

            "Final Recovery Determination": A determination by the Special
Servicer with respect to any defaulted Mortgage Loan or REO Property (or in the
case of the 450 Lexington Avenue Loan, by the 450 Lexington Avenue Special
Servicer under the 450 Lexington Avenue Servicing Agreement) that there has been
a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds and
other payments or recoveries that, in the Special Servicer's reasonable good
faith judgment, exercised without regard to any obligation of the Special
Servicer to make payments from its own funds pursuant to Section 3.07(b), will
ultimately be recoverable.

            "Fitch": Fitch, Inc.

            "Floating Rate Account" shall mean the account, accounts or, subject
to Section 3.04(h), sub-accounts created and maintained by the Trustee, pursuant
to Section 3.04(j), in trust for the Class A-2FL Certificateholders, which,
subject to Section 3.04(h), shall be entitled "Wells Fargo Bank N.A., as
Trustee, for the benefit of registered holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2007-C1, Class A-2FL, Floating Rate Account." Any such account or sub-account
shall be an Eligible Account or, subject to Section 3.04(h), a sub-account of an
Eligible Account.

            "FNMA": Federal National Mortgage Association or any successor
thereto.

            "Form 8-K Disclosure Information": As defined in Section 12.09.

            "GAAP": Generally accepted accounting principles in the United
States.

            "Global Certificate": With respect to any Class of Non-Registered
Certificates, any related Regulation S Global Certificate or Rule 144A Global
Certificate.

            "Grantor Trust": A grantor trust as defined under subpart E of Part
1 of subchapter J of the Code.

            "Grantor Trust A-2FL": The Grantor Trust designated as such in
Section 2.05.

            "Grantor Trust Pool": Each of Grantor Trust V and Grantor Trust
A-2FL.

            "Grantor Trust Provisions": Sections 671-679 of the Code, applicable
regulations thereunder, and Treasury Regulations Section 301.7701-4(c).

            "Grantor Trust V": The Grantor Trust designated as such in Section
2.05.

            "Ground Lease": The ground lease pursuant to which any Borrower
holds a leasehold interest in the related Mortgaged Property, together with any
estoppels or other agreements executed and delivered by the ground lessor in
favor of the lender under the related Mortgage Loan.

            "Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes or substances, including those so identified pursuant to
CERCLA or any other federal, state or local environmental related laws and
regulations, and specifically including asbestos and asbestos-containing
materials, polychlorinated biphenyls, radon gas, petroleum and petroleum
products, urea formaldehyde and any substances classified as being "in
inventory," "usable work in process" or similar classification which would, if
classified as unusable, be included in the foregoing definition.

            "Independent": When used with respect to any specified Person, any
such Person that (i) is in fact independent of the Depositor, each B Loan
Holder, the Master Servicer, the Special Servicer, the Trustee and any and all
Affiliates thereof, (ii) does not have any material direct financial interest in
or any material indirect financial interest in any of the Depositor, any B Loan
Holder, the Master Servicer, the Special Servicer or any Affiliate thereof and
(iii) is not connected with the Depositor, any B Loan Holder, the Master
Servicer, the Special Servicer or any Affiliate thereof as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing similar
functions; provided, however, that a Person shall not fail to be Independent of
the Depositor, any B Loan Holder, the Master Servicer, the Special Servicer, the
Trustee or any Affiliate thereof merely because such Person is the beneficial
owner of 1% or less of any class of debt or equity securities issued by the
Depositor, any B Loan Holder, the Master Servicer, the Special Servicer, the
Trustee or any Affiliate thereof, as the case may be, provided such ownership
constitutes less than 1% of the total assets of such Person.

            "Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Trust Fund within the meaning of
Section 856(d)(3) of the Code if the Trust Fund were a real estate investment
trust (except that the ownership test set forth in that Section shall be
considered to be met by any Person that owns, directly or indirectly, 35% or
more of any Class of Certificates, or such other interest in any Class of
Certificates as is set forth in an Opinion of Counsel, which shall be at no
expense to the Trustee, the Master Servicer or the Trust, delivered to the
Trustee and the Master Servicer), so long as the Trust Fund does not receive or
derive any income from such Person and provided that the relationship between
such Person and the Trust Fund is at arm's length, all within the meaning of
Treasury Regulations Section 1.856-4(b)(5) (except that no Master Servicer or
the Special Servicer shall be considered to be an Independent Contractor under
the definition in this clause (i) unless an Opinion of Counsel (at the expense
of the party seeking to be deemed an Independent Contractor) has been delivered
to the Trustee to that effect), or (ii) any other Person (including the Master
Servicer and the Special Servicer) upon receipt by the Trustee and the Master
Servicer of an Opinion of Counsel (at the expense of the party seeking to be
deemed an Independent Contractor), to the effect that the taking of any action
in respect of any REO Property by such Person, subject to any conditions therein
specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code or cause any
income realized in respect of such REO Property to fail to qualify as Rents from
Real Property (provided that such income would otherwise so qualify).

            "Independent Director": A duly appointed member of the board of
directors of the relevant entity who shall not have been, at the time of such
appointment, at any time after appointment, or at any time in the preceding five
(5) years, (i) a direct or indirect legal or beneficial owner in such entity or
any of its affiliates, (ii) a creditor, supplier, employee, officer, director,
manager or contractor of such entity or any of its affiliates, (iii) a person
who controls such entity or any of its affiliates, or (iv) a member of the
immediate family of a person defined in (i), (ii) or (iii) above.

            "Initial Purchaser": Each of Credit Suisse and Morgan Stanley, as
initial purchasers of the Non-Registered Certificates.

            "Initial Resolution Period": As defined in Section 2.03(b).

            "Institutional Accredited Investor" or "IAI": An "accredited
investor" as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a)
under the Securities Act or any entity in which all of the equity owners come
within such paragraphs.

            "Institutional Lender/Owner": One or more of the following: (i) a
bank, savings and loan association, investment bank, insurance company, real
estate investment trust, trust company, commercial credit corporation, pension
plan, pension fund or pension advisory firm, mutual fund, government entity or
plan, (ii) an investment company, money management firm or "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act,
which is regularly engaged in the business of making or owning mezzanine loans
of similar types to the mezzanine loan in the question, (iii) a trustee in
connection with a securitization of the mezzanine loan, so long as such trustee
or the servicer therefor is an entity that otherwise would be an Institutional
Lender/Owner, (iv) an institution substantially similar to any of the foregoing,
in each case of clauses (i), (ii), (iii) or (iv) of this definition, which (A)
has total assets (in name or under management) in excess of $600,000,000 and
(except with respect to a pension advisory firm or similar fiduciary)
capital/statutory surplus or shareholder's equity of $200,000,000 and (B) is
regularly engaged in the business of making or owning commercial loans or (v) an
entity Controlled (as defined below) by the Underwriters or any of the entities
described in clause (i) above. For purposes of this definition only, "Control"
means the ownership, directly or indirectly, in the aggregate of more than fifty
percent (50%) of the beneficial ownership interests of an entity and the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of an entity, whether through the
ability to exercise voting power, by contract or otherwise ("Controlled" has the
meaning correlative thereto). The Master Servicer or Special Servicer, as
applicable, shall obtain from the proposed transferee, and shall be entitled to
rely on, (i) an officer's certificate of a proposed transferee that such
transferee satisfies the requirements of this definition and (ii) in the case of
any proposed transferee that is an entity described in and meeting the criteria
in clauses (i)-(iv) of the second preceding sentence, the most recent financial
statements of such transferee.

            "Insurance and Condemnation Proceeds": All proceeds (net of expenses
of collection, including attorney's fees and expenses) paid under any Insurance
Policy or in connection with the full or partial condemnation (or threatened
condemnation) of a Mortgaged Property, in either case, to the extent such
proceeds are not applied to the restoration of the related Mortgaged Property or
released to the Borrower, in either case, in accordance with the Servicing
Standard; provided that, in the case of the 450 Lexington Avenue Loan or any
related REO Property, "Insurance and Condemnation Proceeds" shall be limited to
only such proceeds as are remitted to the Master Servicer on behalf of the Trust
under the 450 Lexington Avenue Servicing Agreement.

            "Insurance Policy": With respect to any Mortgage Loan or REO
Property, any hazard insurance policy, flood insurance policy, title insurance
policy, earthquake insurance policy, Environmental Insurance Policy, business
interruption insurance policy or other insurance policy that is maintained from
time to time in respect of such Mortgage Loan (or the related Mortgaged
Property) or such REO Property, as the case may be.

            "Insured Environmental Event": As defined in Section 3.07(j).

            "Intercreditor Agreement": The 450 Lexington Avenue Intercreditor
Agreement and/or each CBA A/B Intercreditor Agreement, individually or
collectively, as the case may be.

            "Interest Accrual Period": With respect to any Class of Regular
Certificates (other than the Class A-2FL Certificates), the Class A-2FL Regular
Interest or Uncertificated REMIC I Interests and any Distribution Date, the
calendar month immediately preceding the month in which such Distribution Date
occurs. With respect to the Class A-2FL Certificates for any Distribution Date,
the period from and including the Distribution Date in the month preceding the
month in which the related Distribution Date occurs (or, in the case of the
first Distribution Date, from and including the Closing Date) to, but excluding,
the related Distribution Date; except that, if the Swap Agreement is terminated
and not replaced or if there exists a continuing payment default by the Swap
Counterparty under the Swap Agreement, then the Interest Accrual Period with
respect to the Class A-2FL Certificate for any Distribution Date will be the
same as the Interest Accrual Period for the Class A-2FL Regular Interest. Each
Interest Accrual Period with respect to any Class of Regular Certificates (other
than the Class A-2FL Certificates) and the Class A-2FL Regular Interest shall be
deemed for purposes of this definition to consist of 30 days. Each Interest
Accrual Period with respect to the Class A-2FL Certificates shall be based upon
the actual number of days in the related Interest Accrual Period; except that,
if the Swap Agreement is terminated and not replaced or if there exists a
continuing payment default by the Swap Counterparty under the Swap Agreement,
then any Interest Accrual Period with respect to the Class A-2FL Certificates
will also be deemed to consist of 30 days.

            "Interest Only Certificates": The Class A-X Certificates.

            "Interest Reserve Account": The account, accounts or, subject to
Section 3.04(h), sub-account created and maintained by the Trustee, pursuant to
Section 3.28, in trust for the Certificateholders, which, subject to Section
3.04(h), shall be entitled "Wells Fargo Bank, N.A., as Trustee, in trust for the
registered holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2008-C1, Interest Reserve
Account," and which shall be an Eligible Account or, subject to Section 3.04(h),
a sub-account of an Eligible Account.

            "Interest Reserve Loan": Any Actual/360 Trust Mortgage Loan (or
successor REO Trust Mortgage Loan with respect thereto).

            "Interest Shortfall Amount": As to any Distribution Date and any
Class of Regular Certificates (other than the Class A-2FL Certificates) or the
Class A-2FL Regular Interest, the amount, if any, by which the amount
distributed on such Class on such Distribution Date in respect of interest is
less than the amount due in respect of interest to such Class of Regular
Certificates (other than the Class A-2FL Certificates) or the Class A-2FL
Regular Interest.

            "Interested Person": The Depositor, the Master Servicer, the Special
Servicer, any Independent Contractor engaged by the Special Servicer, any Holder
of a Certificate or any Affiliate of any such Person.

            "Investment Account": As defined in Section 3.06(a).

            "Investor-Based Exemption": Any of PTCE 84-14 (for transactions by
independent "qualified professional asset managers"), PTCE 90-1 (for
transactions by insurance company pooled separate accounts), PTCE 91-38 (for
transactions by bank collective investment funds), PTCE 95-60 (for transactions
by insurance company general accounts) or PTCE 96-23 (for transactions effected
by "in-house asset managers"), or any comparable exemption available under
Similar Law.

            "IRS": The Internal Revenue Service or any successor.

            "Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the Code and Treasury regulations promulgated
thereunder.

            "KeyBank": As defined in the Preliminary Statement hereto.

            "KeyBank Mortgage Loan Purchase Agreement": As defined in the
Preliminary Statement hereto.

            "KeyBank Trust Mortgage Loans": As defined in the Preliminary
Statement hereto.

            "KRECM": As defined in the Preliminary Statement hereto.

            "Late Collections": With respect to any Trust Mortgage Loan or any B
Loan, all amounts (except Penalty Charges) received thereon during any
Collection Period, whether as payments, Insurance and Condemnation Proceeds,
Liquidation Proceeds or otherwise, which represent late payments or collections
of principal or interest due in respect of such Mortgage Loan (without regard to
any acceleration of amounts due thereunder by reason of default) on a Due Date
in a previous Collection Period and not previously received. With respect to any
REO Mortgage Loan, all amounts (except Penalty Charges) received in connection
with the related REO Property during any Collection Period, whether as Insurance
and Condemnation Proceeds, Liquidation Proceeds, REO Revenues or otherwise,
which represent late collections of principal or interest due or deemed due in
respect of such REO Mortgage Loan or the predecessor Mortgage Loan (without
regard to any acceleration of amounts due under the predecessor Mortgage Loan by
reason of default) on a Due Date in a previous Collection Period and not
previously received.

            "Letter of Credit": With respect to any Mortgage Loan, any
third-party letter of credit delivered by or at the direction of the Borrower
pursuant to the terms of such Mortgage Loan in lieu of the establishment of, or
deposit otherwise required to be made into, a reserve fund.

            "LIBOR" shall mean, with respect to the Class A-2FL Certificates,
the LIBOR rate referred to under the heading "Floating Rate Option" in the Swap
Agreement.

            "Liquidation Event": With respect to any Mortgage Loan or REO
Property, any of the following events: (i) payment in full of such Mortgage
Loan; (ii) the making of a Final Recovery Determination with respect to such
Mortgage Loan or REO Property; (iii) in the case of a Trust Mortgage Loan, the
repurchase or replacement of such Trust Mortgage Loan by the related Mortgage
Loan Seller pursuant to Section 7 of the related Mortgage Loan Purchase
Agreement (or, in the case of any Column Trust Mortgage Loan, by the Column
Performance Guarantor pursuant to the Column Performance Guarantee); (iv) in the
case of a Defaulted Trust Mortgage Loan, the purchase of such Trust Mortgage
Loan by the Series 2008-C1 Directing Certificateholder or the Special Servicer
or any assignee or Affiliate of either of the foregoing pursuant to Section
3.18; (v) in the case of any CBA A/B Mortgage Loan Combination, the purchase of
the related CBA A Loan by the related B Loan Holder pursuant to the related CBA
A/B Intercreditor Agreement; (vi) the purchase of such Mortgage Loan by a
related Mezzanine Loan Holder; (vii) the sale or other liquidation of such REO
Property hereunder; or (viii) the purchase of such Mortgage Loan (if it is a
Trust Mortgage Loan) or REO Property by the Holders of more than 50% of the
Percentage Interests in the Controlling Class, the Special Servicer or the
Master Servicer pursuant to Section 9.01.

            "Liquidation Expenses": All customary, reasonable and necessary
"out-of-pocket" costs and expenses due and owing (but not otherwise covered by
Servicing Advances) in connection with the liquidation of any Specially Serviced
Mortgage Loan or REO Property (including legal fees and expenses, committee or
referee fees and, if applicable, brokerage commissions and conveyance taxes).

            "Liquidation Fee": A fee payable to the Special Servicer with
respect to any Trust Mortgage Loan repurchased by the related Mortgage Loan
Seller (or, in the case of any Column Trust Mortgage Loan, by the Column
Performance Guarantor) after the Initial Resolution Period (and any permitted
extension thereof) as described in Section 2.03 or any Specially Serviced
Mortgage Loan or REO Mortgage Loan as to which the Special Servicer receives a
full, partial or discounted payoff with respect thereto from the related
Borrower or related Mortgage Loan Seller (or guarantor) or any Liquidation
Proceeds with respect thereto, all as provided in Section 3.11(b).

            "Liquidation Fee Rate": 1.0%.

            "Liquidation Proceeds": Cash amounts (other than Insurance and
Condemnation Proceeds and REO Revenues) received by the Master Servicer or
Special Servicer, in connection with: (i) the liquidation of a Mortgaged
Property or other collateral constituting security for a defaulted Mortgage Loan
through trustee's sale, foreclosure sale, REO Disposition or otherwise,
exclusive of any portion thereof required to be released to the related
Borrower; (ii) the realization upon any deficiency judgment obtained against a
Borrower; (iii) the purchase of a Defaulted Trust Mortgage Loan by the Series
2008-C1 Directing Certificateholder or the Special Servicer or any assignee or
Affiliate thereof with respect to the foregoing pursuant to Section 3.18; (iv)
the repurchase or replacement of a Trust Mortgage Loan by any Mortgage Loan
Seller pursuant to Section 7 of the related Mortgage Loan Purchase Agreement
(or, in the case of any Column Trust Mortgage Loan, by the Column Performance
Guarantor pursuant to the Column Performance Guarantee); (v) the purchase of a
CBA A Loan by the related B Loan Holder pursuant to the related Intercreditor
Agreement; (vi) the purchase of any Mortgage Loan by a related Mezzanine Loan
Holder; (vii) the purchase of all Trust Mortgage Loans and REO Properties by
Holders of more than 50% of the Percentage Interests in the Controlling Class,
the Special Servicer or the Master Servicer pursuant to Section 9.01 or (viii) a
withdrawal from the Cash Reserve Fund. In the case of the 450 Lexington Avenue
Loan or any related REO Property, "Liquidation Proceeds" shall be limited to
only such proceeds of the type described in clauses (i) through (iv) and (vi) of
this definition as are remitted to the Master Servicer on behalf of the Trust
under the 450 Lexington Avenue Servicing Agreement.

            "Loan Agreement": With respect to any Mortgage Loan, the loan
agreement, if any, between the related Mortgage Loan Originator and the
Borrower, pursuant to which such Mortgage Loan was made.

            "Loan Group": Either of Loan Group No. 1 or Loan Group No. 2.

            "Loan Group No. 1": Collectively, all of the Trust Mortgage Loans
that are identified on the Trust Mortgage Loan Schedule as belonging to Loan
Group No. 1 and any successor REO Trust Mortgage Loans with respect thereto.

            "Loan Group No. 2": Collectively, all of the Trust Mortgage Loans
that are identified on the Trust Mortgage Loan Schedule as belonging to Loan
Group No. 2 and any successor REO Trust Mortgage Loans with respect thereto.

            "Loan Seller Sub-Servicer": A Servicing Function Participant or
Sub-Servicer required by a Mortgage Loan Seller to be retained by the Master
Servicer, as listed on Exhibit N hereto.

            "Loan-to-Value Ratio": With respect to any Trust Mortgage Loan, as
of any date of determination, the fraction, expressed as a percentage, the
numerator of which is the principal balance of such Trust Mortgage Loan (or, in
the case of an A Loan, of the Serviced Loan Combination) at the time of
determination, and the denominator of which is the Appraised Value of the
related Mortgaged Property.

            "Lock-Box Account": With respect to any Mortgaged Property, the
account, if any, created pursuant to any documents relating to a Mortgage Loan
to receive revenues therefrom. Any Lock-Box Account shall be beneficially owned
for federal income tax purposes by the Person who is entitled to receive the
reinvestment income or gain thereon in accordance with the terms and provisions
of the related Mortgage Loan and Section 3.06, which Person shall, if required
under the Code, be taxed on all reinvestment income or gain thereon. The Master
Servicer shall be permitted to make withdrawals therefrom for deposit into the
related Cash Collateral Accounts.

            "Lock-Box Agreement": With respect to any Mortgage Loan, the
lock-box agreement, if any, between the applicable Mortgage Loan Originator or
the applicable Mortgage Loan Seller and the related Borrower, pursuant to which
the related Lock-Box Account may have been established.

            "MAI": Member of the Appraisal Institute.

            "Management Agreement": With respect to any Mortgage Loan, the
Management Agreement, if any, by and between the Manager and the related
Borrower, or any successor Management Agreement between such parties.

            "Manager": With respect to any Mortgage Loan, any property manager
for the related Mortgaged Property or Mortgaged Properties.

            "Master Servicer": shall mean KRECM, in its capacity as master
servicer hereunder, or any successor master servicer appointed as herein
provided.

            "Master Servicer Account": As defined in Section 3.06(a).

            "Master Servicer Employees": As defined in Section 3.07(c).

            "Master Servicer Remittance Date": With respect to any Distribution
Date, the Business Day preceding such Distribution Date.

            "Master Servicing Fee": With respect to each Trust Mortgage Loan and
REO Trust Mortgage Loan, the fee payable to the Master Servicer pursuant to the
first paragraph of Section 3.11(a), which Master Servicing Fee shall include any
Primary Servicing Fee.

            "Master Servicing Fee Rate": With respect to each Trust Mortgage
Loan and REO Trust Mortgage Loan, the rate per annum specified as such on the
Trust Mortgage Loan Schedule.

            "Material Breach": As defined in Section 2.03(b).

            "Material Defect": As defined in Section 2.03(b).

            "Maturity Date": With respect to any Mortgage Loan as of any date of
determination, the date on which the last payment of principal is due and
payable under the related Note, after taking into account all Principal
Prepayments received prior to such date of determination, but without giving
effect to (i) any acceleration of the principal of such Mortgage Loan by reason
of default thereunder, (ii) any grace period permitted by the related Note or
(iii) any modification, waiver or amendment of such Mortgage Loan granted or
agreed to by the Master Servicer or the Special Servicer pursuant to Section
3.20 occurring prior to such date of determination.

            "Mezzanine Loan": Any loan constituting "Mezzanine Debt" or a
"Mezzanine Loan," as identified in Exhibit C-2 attached hereto.

            "Mezzanine Loan Collateral": With respect to any Mezzanine Loan, any
stock, partnership interests, membership interests or other equity interest in
the related Borrower that has been pledged pursuant to such Mezzanine Loan.

            "Mezzanine Loan Holder": With respect to any Mezzanine Loan, the
holder or obligee thereof.

            "Midland": As defined in the Preliminary Statement hereto.

            "Monthly Interest Distribution Amount" shall mean, with respect to
any Distribution Date and any Class of Regular Certificates (other than the
Class A-X and Class A-2FL Certificates) and the Class A-2FL Regular Interest,
the amount of interest accrued for the related Interest Accrual Period at the
related Pass-Through Rate on the Certificate Balance of such Class as of such
Distribution Date, reduced by such Class's pro rata share (based on accrued
interest) of the Prepayment Interest Shortfall. As to any Distribution Date and
the Class A-X Certificates, the amount of interest accrued during the related
Interest Accrual Period at the Pass-Through Rate thereof on the Notional Balance
thereof as of such Distribution Date, reduced by such Class's pro rata share
(based on accrued interest) of the Prepayment Interest Shortfall for such
Distribution Date. The Monthly Interest Distribution Amount for each such Class
shall be calculated on the basis of a 360-day year composed of twelve 30-day
months. The Class A-2FL Certificates do not have a Monthly Interest Distribution
Amount, but rather pay interest monthly in accordance with the definition of
"Class A-2FL Interest Distribution Amount."

            "Monthly Payment": With respect to any Trust Mortgage Loan (other
than any REO Mortgage Loan) and any Due Date, the scheduled monthly payment of
principal, if any, and interest at the Mortgage Rate, excluding any Balloon
Payment or Excess Interest, which is payable by the related Borrower on such Due
Date under the related Note (as such terms may be changed or modified in
connection with a bankruptcy or similar proceeding involving the related
Borrower or by reason of a modification, waiver or amendment of such Mortgage
Loan granted or agreed to by the Master Servicer or the Special Servicer
pursuant to Section 3.20 (or, in the case of the 450 Lexington Avenue Loan,
agreed to by the 450 Lexington Avenue Master Servicer or the 450 Lexington
Avenue Special Servicer under the 450 Lexington Avenue Servicing Agreement)),
without regard to any acceleration of principal of such Trust Mortgage Loan by
reason of a default thereunder. With respect to an REO Trust Mortgage Loan, the
monthly payment, excluding any Balloon Payment or Excess Interest, that would
otherwise have been payable on the related Due Date had the related Note not
been discharged, determined as set forth in the preceding sentence and on the
assumption that all other amounts, if any, due thereunder are paid when due.

            "Morgan Stanley": Morgan Stanley & Co. Incorporated or its successor
in interest.

            "Mortgage": With respect to any Mortgage Loan, the mortgage, deed of
trust, deed to secure debt or other instrument securing a Note and creating a
lien on the related Mortgaged Property.

            "Mortgage File": With respect to any Trust Mortgage Loan (other than
the 450 Lexington Avenue Loan), the following documents:

                  (i) the original Note (or a lost note affidavit and
            indemnity), bearing, or accompanied by, all prior and intervening
            endorsements or assignments showing a complete chain of endorsement,
            assignment or allonge from the applicable Mortgage Loan Originator
            either in blank or to the applicable Mortgage Loan Seller, and
            further endorsed (at the direction of the Depositor given pursuant
            to the applicable Mortgage Loan Purchase Agreement) by the
            applicable Mortgage Loan Seller, on its face or by allonge attached
            thereto, without recourse, in blank or to the order of the Trustee
            in the following form: "Pay to the order of Wells Fargo Bank, N.A.,
            as trustee for the registered Holders of Credit Suisse First Boston
            Mortgage Securities Corp., Commercial Mortgage Pass-Through
            Certificates, Series 2008-C1, without recourse, representation or
            warranty, express or implied";

                  (ii) a duplicate original Mortgage or a counterpart thereof,
            or if such Mortgage has been returned by the related recording
            office, (A) an original, (B) a certified copy or (C) a copy thereof
            from the applicable recording office, and originals or counterparts
            (or originals or copies of certified copies from the applicable
            recording office) of any intervening assignments thereof from the
            related Mortgage Loan Originator to the applicable Mortgage Loan
            Seller, in each case in the form submitted for recording or, if
            recorded, with evidence of recording indicated thereon;

                  (iii) an original assignment of the Mortgage, in recordable
            form (except for any missing recording information and, if
            applicable, completion of the name of the assignee), from the
            applicable Mortgage Loan Seller (or the Mortgage Loan Originator),
            either in blank or to "Wells Fargo Bank, N.A., as trustee for the
            registered Holders of Credit Suisse First Boston Mortgage Securities
            Corp., Commercial Mortgage Pass-Through Certificates, Series
            2008-C1";

                  (iv) an original, counterpart or copy of any related
            Assignment of Leases (if such item is a document separate from the
            Mortgage), and the originals, counterparts or copies of any
            intervening assignments thereof from the applicable Mortgage Loan
            Originator of the Trust Mortgage Loan to the applicable Mortgage
            Loan Seller, in each case in the form submitted for recording or, if
            recorded, with evidence of recording thereon;

                  (v) an original assignment of any related Assignment of Leases
            (if such item is a document separate from the Mortgage and to the
            extent not already assigned pursuant to clause (iii) above), in
            recordable form (except for any missing recording information and,
            if applicable, completion of the name of the assignee), from the
            applicable Mortgage Loan Seller (or the Mortgage Loan Originator),
            either in blank or to "Wells Fargo Bank, N.A., as trustee for the
            registered Holders of Credit Suisse First Boston Mortgage Securities
            Corp., Commercial Mortgage Pass-Through Certificates, Series
            2008-C1";

                  (vi) an original or copy of any related Security Agreement (if
            such item is a document separate from the Mortgage) and the
            originals or copies of any intervening assignments thereof from the
            applicable Mortgage Loan Originator of the Trust Mortgage Loan to
            the applicable Mortgage Loan Seller;

                  (vii) an original assignment of any related Security Agreement
            (if such item is a document separate from the Mortgage and to the
            extent not already assigned pursuant to clause (iii) above), from
            the applicable Mortgage Loan Seller or the applicable Mortgage Loan
            Originator, either in blank or to "Wells Fargo Bank, N.A., as
            trustee for the registered Holders of Credit Suisse First Boston
            Mortgage Securities Corp., Commercial Mortgage Pass-Through
            Certificates, Series 2008-C1," which assignment may be included as
            part of an omnibus assignment covering other documents relating to
            the Trust Mortgage Loan; provided that such omnibus assignment is
            effective under applicable law;

                  (viii) originals or copies of all (A) assumption agreements,
            (B) modifications, (C) written assurance agreements and (D)
            substitution agreements, together with any evidence of recording
            thereon or in the form submitted for recording, when appropriate, in
            those instances where the terms or provisions of the Mortgage, Note
            or any related security document have been modified or the Trust
            Mortgage Loan has been assumed;

                  (ix) the original lender's title insurance policy or a copy
            thereof (together with all endorsements or riders that were issued
            with or subsequent to the issuance of such policy), or if the policy
            has not yet been issued, the original or a copy of a binding written
            commitment (which may be a pro forma or specimen title insurance
            policy which has been accepted or approved in writing by the related
            title insurance company, or escrow instructions binding on the title
            insurer irrevocably obligating the title insurer to issue such title
            insurance policy) or interim binder, relating to the Trust Mortgage
            Loan;

                  (x) the original or a counterpart of any guaranty of the
            obligations of the Borrower under the Trust Mortgage Loan;

                  (xi) certified or other copies of all UCC Financing Statements
            and continuation statements which show the filing or recording
            thereof (including the filing number or other similar filing
            information) or copies thereof in the form submitted for filing or
            recording (including, without limitation, evidence of such filed or
            recorded UCC financing statement as shown on a written UCC search
            report from a reputable search firm, such as LSC/Lexis Nexis
            Document Solutions, Corporation Service Company, CT Corporation
            System and the like or printouts of on-line confirmations from such
            UCC filing or recording offices or authorized agents thereof)
            sufficient to perfect (and maintain the perfection of) the security
            interest held by the Mortgage Loan Originator (and each assignee of
            record prior to the Trustee) in and to the personalty of the
            Borrower at the Mortgaged Property that is described in the related
            Mortgage or a separate security agreement, and original UCC
            Financing Statement assignments in a form suitable for filing or
            recording, sufficient to transfer such to the Trustee;

                  (xii) the original or copy of the power of attorney (with
            evidence of recording thereon) granted by the Borrower if the
            Mortgage, Note or other document or instrument referred to above was
            not signed by the Borrower;

                  (xiii) with respect to any debt of a Borrower permitted under
            the Trust Mortgage Loan, an original or copy of the subordination
            agreement, standstill agreement or other intercreditor, co-lender or
            similar agreement relating to such other debt, if any, including (if
            and as applicable) any Intercreditor Agreement, mezzanine loan
            documents or preferred equity documents, together with, if the Trust
            Mortgage Loan is an A Loan, a copy of the Note for each related B
            Loan;

                  (xiv) with respect to any Cash Collateral Accounts and
            Lock-Box Accounts, an original or copy of any related cash
            collateral control agreement or lock-box control agreement, as
            applicable, and a copy of the UCC Financing Statements, if any,
            submitted for filing with respect to the applicable Mortgage Loan
            Seller's security interest in the Cash Collateral Accounts and
            Lock-Box Accounts and all funds contained therein (together with UCC
            Financing Statement assignments in a form suitable for filing or
            recording, sufficient to transfer such to the Trustee on behalf of
            the Certificateholders);

                  (xv) an original or copy of any related Loan Agreement (if
            separate from the related Mortgage) and an original or copy of any
            related Lock-Box Agreement or Cash Collateral Agreement (if separate
            from the related Mortgage and Loan Agreement);

                  (xvi) the originals of Letters of Credit, if any, relating to
            the Trust Mortgage Loan, provided that in connection with the
            delivery of the Mortgage File to the Trust, such originals shall be
            delivered to the Master Servicer and copies thereof shall be
            delivered to the Trustee;

                  (xvii) any Environmental Insurance Policies and any
            environmental guaranty or indemnity agreements or copies thereof;

                  (xviii) the original Ground Lease, Ground Lease estoppels and
            any amendments thereto, if any, or a copy thereof;

                  (xix) copies of franchise agreements and franchisor comfort
            letters, if any, for hospitality properties and any applicable
            transfer or assignment documents;

                  (xx) any additional documents required to be added to the
            Mortgage File pursuant to this Agreement; and

                  (xxi) the checklist of the related Mortgage Loan Documents, if
            any, that is included in the Mortgage File for the related Trust
            Mortgage Loan.

            Whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee, such term shall not be deemed to include such
documents and instruments required to be included therein unless they are
actually so received. If any B Loan is being serviced and administered
hereunder, the Mortgage File for the related Trust Mortgage Loan shall also
constitute the Mortgage File for such B Loan. The Mortgage File with respect to
the 450 Lexington Avenue Loan, shall consist of the related original executed
promissory note and the other items referred to in clause (i), a copy of the
executed 450 Lexington Avenue Intercreditor Agreement and copies of the mortgage
file held by the 450 Lexington Avenue Master Servicer.

            "Mortgage Interest Accrual Period": With respect to any Mortgage
Loan, the period during which interest payable on any particular related Due
Date accrues pursuant to the related Note.

            "Mortgage Loan": Any Trust Mortgage Loan or any B Loan, in each
case, to the extent being serviced hereunder. For the avoidance of doubt, the
450 Lexington Avenue Loan will not be serviced hereunder, but rather under the
450 Lexington Avenue Servicing Agreement, and as such, the term "Mortgage Loan"
shall exclude the 450 Lexington Avenue Loan with respect to any servicing
obligation of the Master Servicer or Special Servicer hereunder, unless the
context clearly indicates otherwise.

            "Mortgage Loan Combination": Any CBA A/B Mortgage Loan Combination.

            "Mortgage Loan Combination Custodial Account": With respect to any
Mortgage Loan Combination, the segregated account or accounts (or, subject to
Section 3.04(h), the sub-account) created and maintained by the Master Servicer
pursuant to Section 3.04(e) in the name of the Trustee on behalf of the
Certificateholders and B Loan Holder, as applicable, which, subject to Section
3.04(h), shall be entitled substantially as follows: "KeyCorp Real Estate
Capital Markets, Inc. [or the name of any successor Master Servicer], as Master
Servicer, in trust for Wells Fargo Bank, N.A., as Trustee, on behalf of Holders
of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2008-C1 and [name of the related B Loan
Holder], as their interests may appear." Each Mortgage Loan Combination
Custodial Account shall be an Eligible Account (or, subject to Section 3.04(h),
a sub-account of an Eligible Account) and, only to the extent of amounts therein
relating to the subject A Loan, shall be part of REMIC I.

            "Mortgage Loan Documents": With respect to each Mortgage Loan, to
the extent applicable, the Loan Agreement, the Mortgage, the Note, the
Assignment of Leases (if separate from the Mortgage), the Security Agreement,
any cash management agreement, any Ground Lease, any Letters of Credit, escrow
or reserve account information relating to the Additional Collateral Trust
Mortgage Loans, any UCC Financing Statements, the title insurance policy (or
escrow instructions binding on the title insurer irrevocably obligating the
title insurer to issue such title insurance policy), all surveys, all insurance
policies, any environmental liability agreements, any escrow agreements for
improvements or lease-up, any guaranties related to such Mortgage Loan, any
prior assignments of Mortgage in the event that the applicable Mortgage Loan
Seller is not the originator of record, any collateral assignments of property
management agreements and other servicing agreements required by the applicable
commitment and other loan documents, any preferred equity and mezzanine loan
documents and all modification, consolidation and extension agreements, if any.

            "Mortgage Loan Originator": Any institution that originated a
Mortgage Loan.

            "Mortgage Loan Purchase Agreements": As defined in the Preliminary
Statement hereto.

            "Mortgage Loan Seller": Column, KeyBank and National City,
individually or collectively, as the context may require.

            "Mortgage Pool": All of the Trust Mortgage Loans and any successor
REO Trust Mortgage Loans, collectively, as of any particular date of
determination. The Mortgage Pool shall not include the B Loans or the 450
Lexington Avenue Companion Loan.

            "Mortgage Rate": With respect to: (i) any Trust Mortgage Loan on or
prior to its Maturity Date, the annual rate at which interest is scheduled (in
the absence of a default and without giving effect to any Revised Rate) to
accrue on such Trust Mortgage Loan from time to time in accordance with the
related Note and applicable law; (ii) any Trust Mortgage Loan after its Maturity
Date, the annualized rate described in clause (i) above determined without
regard to the passage of such Maturity Date; and (iii) any REO Mortgage Loan,
the annualized rate described in clause (i) or (ii), as applicable, above,
determined as if the predecessor Mortgage Loan had remained outstanding.

            "Mortgaged Property": The underlying real property (including any
REO Property) that secures a Mortgage Loan, in each case consisting of a parcel
or parcels of land improved by a commercial and/or multifamily building or
facility, together with any personal property (to the extent the same are owned
by the Borrower and necessary in connection with the operation of the related
property), fixtures, leases and other property or rights pertaining thereto.

            "Mortgagee": The holder of legal title to any Mortgage Loan,
together with any third parties through which such holder takes actions with
respect to such Mortgage Loan.

            "National City": As defined in the Preliminary Statement hereto.

            "National City Mortgage Loan Purchase Agreement": As defined in the
Preliminary Statement hereto.

            "National City Trust Mortgage Loans": As defined in the Preliminary
Statement hereto.

            "Net Investment Earnings": (i) With respect to any of the Collection
Account, any Mortgage Loan Combination Custodial Account, any Lock-Box Account,
any Cash Collateral Account, any Servicing Account or the REO Account, for any
Collection Period, and (ii) with respect to any of the Distribution Account, the
Excess Liquidation Proceeds Account, the Excess Interest Distribution Account
and the Interest Reserve Account, for any one-month period ending on a
Distribution Date, the amount, if any, by which the aggregate of all interest
and other income realized during such period on funds relating to the Trust Fund
held in such account (and which is not required to be paid to the related
Borrower) exceeds the aggregate of all losses, if any, incurred during such
period in connection with the investment of such funds in accordance with
Section 3.06.

            "Net Investment Loss": (i) With respect to any of the Collection
Account, any Mortgage Loan Combination Custodial Account, any Lock-Box Account,
any Cash Collateral Account, any Servicing Account or the REO Account, for any
Collection Period and (ii) with respect to any of the Distribution Account, the
Excess Liquidation Proceeds Account, the Excess Interest Distribution Account,
the Floating Rate Account and the Interest Reserve Account, for any one-month
period ending on a Distribution Date, the amount, if any, by which the aggregate
of all losses, if any, incurred during such period in connection with the
investment of funds relating to the Trust Fund held in such account (and which
investment is not directed by the related Borrower) in accordance with Section
3.06 exceeds the aggregate of all interest and other income realized during such
period on such funds.

            "Net Liquidation Proceeds": The excess, if any, of (a) all
Liquidation Proceeds actually received by the Trust with respect to any
Specially Serviced Trust Mortgage Loan or REO Property, over (b) the amount of
all Liquidation Expenses incurred with respect thereto.

            "Net Mortgage Pass-Through Rate":

            (A) With respect to any Trust Mortgage Loan (or any successor REO
Mortgage Loan with respect thereto) that accrues interest on a 30/360 Basis, for
any Distribution Date, an annual rate equal to the Original Net Mortgage Rate
for such Trust Mortgage Loan; and

            (B) With respect to any Trust Mortgage Loan (or any successor REO
Trust Mortgage Loan with respect thereto) that accrues interest on an Actual/360
Basis, for any Distribution Date, an annual rate generally equal to twelve times
a fraction, expressed as a percentage:

            (1)   the numerator of which fraction is, subject to adjustment as
                  described below in this definition, an amount of interest
                  equal to the product of (a) the number of days in the related
                  Interest Accrual Period (disregarding the last sentence of the
                  definition of Interest Accrual Period), multiplied by (b) the
                  Stated Principal Balance of such Trust Mortgage Loan (or such
                  REO Mortgage Loan) immediately preceding such Distribution
                  Date, multiplied by (c) 1/360, multiplied by (d) the Original
                  Net Mortgage Rate for such Trust Mortgage Loan; and

            (2)   the denominator of which is the Stated Principal Balance of
                  such Trust Mortgage Loan (or such REO Mortgage Loan)
                  immediately preceding that Distribution Date.

            Notwithstanding the foregoing, if the subject Distribution Date
occurs during January, except during a leap year, or February of any year
subsequent to 2008 (unless the Final Distribution Date occurs in such month),
then the amount of interest referred to in the fractional numerator described in
clause (B)(1) above will be decreased to reflect any Withheld Amounts with
respect to the subject Trust Mortgage Loan (or REO Trust Mortgage Loan)
transferred from the Distribution Account to the Interest Reserve Account in
such calendar month. Furthermore, if the subject Distribution Date occurs during
March of any year subsequent to 2008 (or February, if the Final Distribution
Date occurs in such month), then the amount of interest referred to in the
fractional numerator described in clause (B)(1) above will be increased to
reflect any Withheld Amounts with respect to the subject Trust Mortgage Loan (or
REO Trust Mortgage Loan) transferred from the Interest Reserve Account to the
Distribution Account for distribution on such Distribution Date.

            "Net Mortgage Rate": With respect to any Trust Mortgage Loan or REO
Trust Mortgage Loan, as of any date of determination, a per annum rate equal to
the related Trust Mortgage Rate minus the related Administrative Fee Rate.

            "Net Operating Income": With respect to any Mortgaged Property, for
any twelve-month period, the total operating revenues derived from such
Mortgaged Property during such period, minus the total operating expenses
incurred in respect of such Mortgaged Property during such period, other than
(i) non-cash items such as depreciation, (ii) amortization, (iii) actual capital
expenditures and (iv) debt service on the related Mortgage Loan.

            "New Lease": Any lease of REO Property (other than REO Property
related to the 450 Lexington Avenue Loan) entered into at the direction of the
Special Servicer on behalf of the Trust, including any lease renewed, modified
or extended on behalf of the Trust, if the Trust Fund has the right to
renegotiate the terms of such lease.

            "NMWHFIT" has the meaning set forth in Section 12.5.

            "Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance or any portion thereof.

            "Nonrecoverable P&I Advance": The portion of any P&I Advance
previously made or proposed to be made in respect of a Trust Mortgage Loan or an
REO Trust Mortgage Loan (including any P&I Advance that constitutes a
Workout-Delayed Reimbursement Amount) which, in the judgment (in accordance with
the Servicing Standard in the case of judgment by the Master Servicer or the
Special Servicer) of the Master Servicer, the Special Servicer or the Trustee,
as applicable, will not be ultimately recoverable, together with any accrued and
unpaid interest thereon (paid at the Reimbursement Rate), from Late Collections
or any other recovery on or in respect of such Trust Mortgage Loan or REO Trust
Mortgage Loan. The determination by the Master Servicer, the Special Servicer or
the Trustee, as applicable, that it has made (or, in the case of a determination
made by the Special Servicer, that the Master Servicer or Trustee has made) a
Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would
constitute a Nonrecoverable P&I Advance, shall be evidenced by an Officer's
Certificate delivered (i) to the Trustee and the Special Servicer, in the case
of the Master Servicer, (ii) to the Master Servicer and the Trustee in the case
of the Special Servicer, (iii) to the Depositor, the Master Servicer and the
Special Servicer, in the case of the Trustee, and (iv) in each case, to the
Series 2008-C1 Directing Certificateholder, each B Loan Holder or its designee
(if any Mortgage Loan Combination or any related REO Trust Mortgage Loan is
involved) and to any Requesting Subordinate Certificateholder (at the expense of
such Requesting Subordinate Certificateholder) setting forth such determination
of nonrecoverability and the considerations of the Master Servicer, the Special
Servicer or the Trustee, as applicable, forming the basis of such determination
(which shall include but shall not be limited to information, to the extent
available, such as related income and expense statements, rent rolls, occupancy
status, property inspections, and shall include an Appraisal (provided that if
an Appraisal has been obtained within the past 12 months, no new Appraisal is
required) of the related Mortgaged Property, the cost of which Appraisal shall,
subject to Section 3.03(c), be advanced by the Master Servicer and reimbursed to
the Master Servicer as a Servicing Advance). Such Officer's Certificate shall be
accompanied by the Appraisal and all other supporting documentation relevant to
the subject parties' nonrecoverability determination. The Trustee shall be
entitled to conclusively rely on the Master Servicer's determination that a P&I
Advance is nonrecoverable. The Master Servicer and the Trustee shall
conclusively rely on the Special Servicer's affirmative determination that a P&I
Advance is nonrecoverable; provided, however, that in the absence of such
determination by the Special Servicer, the Master Servicer will be entitled to
make its own determination that a P&I Advance is nonrecoverable, and in no event
shall a determination by the Special Servicer that a previously made or proposed
P&I Advance would be recoverable be binding on the Master Servicer. Any
determination made by the 450 Lexington Avenue Master Servicer regarding the
nonrecoverability of any advance of principal and interest made by it with
respect to the 450 Lexington Avenue Loan shall be binding on the Trust Fund
unless and until the Master Servicer consults with the 450 Lexington Avenue
Master Servicer in accordance with the 450 Lexington Avenue Intercreditor
Agreement; provided, however, that if the 450 Lexington Avenue Master Servicer
is not a servicer approved by any Rating Agency, the Master Servicer shall be
required to make its own nonrecoverability determination.

            "Nonrecoverable Servicing Advance": The portion of any Servicing
Advance previously made or proposed to be made in respect of a Mortgage Loan or
REO Property (including any Servicing Advance that constitutes a Workout-Delayed
Reimbursement Amount) which, in the judgment (in accordance with the Servicing
Standard in the case of judgment by the Master Servicer or the Special Servicer)
of the Master Servicer, the Special Servicer or the Trustee, as the case may be,
will not be ultimately recoverable, together with any accrued and unpaid
interest thereon (paid at the Reimbursement Rate), from Late Collections or any
other recovery on or in respect of such Mortgage Loan or REO Property. In making
such recoverability determination, the Master Servicer, the Special Servicer and
the Trustee, as applicable, may (in the case of the Master Servicer and the
Special Servicer, consistent with the Servicing Standard) (i) give due regard to
the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement
Amount with respect to other Mortgage Loans, the recovery of which, at the time
of such consideration, is being deferred or delayed, in light of the fact that
proceeds on the related Mortgage Loan are a source of recovery not only for the
Servicing Advances under consideration, but also as a potential source of
recovery for the P&I Advances, Nonrecoverable Advances or Workout-Delayed
Reimbursement Amounts which are being or may be deferred or delayed and (ii)
consider (among other things) the obligations of the Borrower under the terms of
the related Mortgage Loan (or the related Mortgage Loan Combination, as
applicable), the related Mortgaged Properties in their "as is" or then current
conditions and occupancies (as modified by such party's assumptions regarding
the possibility and effects of future adverse change with respect to such
Mortgaged Properties), estimated future expenses and estimated timing of
recoveries. "Nonrecoverable Servicing Advance" shall also include any
Workout-Delayed Reimbursement Amounts when the Person making such determination
in accordance with the procedures specified for Nonrecoverable Servicing
Advances or Nonrecoverable P&I Advances, as applicable, has determined that such
amounts constitute Nonrecoverable Advances. The determination by the Master
Servicer, the Special Servicer or the Trustee, as the case may be, that it has
made (or, in the case of a determination made by the Special Servicer, that the
Master Servicer, the Special Servicer or the Trustee has made) a Nonrecoverable
Servicing Advance or that any proposed Servicing Advance, if made, would
constitute a Nonrecoverable Servicing Advance, shall be evidenced by an
Officer's Certificate delivered (i) to the Trustee and the Special Servicer, in
the case of the Master Servicer, (ii) to the Master Servicer and the Trustee in
the case of the Special Servicer, (iii) to the Depositor, the Special Servicer
and the Master Servicer, in the case of the Trustee, and (iv) and in each case,
to the Series 2008-C1 Directing Certificateholder, to each B Loan Holder or its
designee (if any Mortgage Loan Combination or any related REO Property is
involved) and to any Requesting Subordinate Certificateholder (at the expense of
such Requesting Subordinate Certificateholder). The Officer's Certificate shall
set forth such determination of nonrecoverability and the considerations of the
Master Servicer, the Special Servicer or the Trustee, as applicable, forming the
basis of such determination (which shall include but shall not be limited to
information, to the extent available, such as related income and expense
statements, rent rolls, occupancy status and property inspections, and shall
include an Appraisal (provided that if an Appraisal has been obtained within the
past 12 months, no new Appraisal is required) of the related Mortgaged Property,
the cost of which Appraisal shall, subject to Section 3.03(c), be advanced by
the Master Servicer and reimbursed to the Master Servicer as a Servicing
Advance). Such Officer's Certificate shall be accompanied by the Appraisal and
all other supporting documentation relevant to the subject parties'
nonrecoverability determination. The Trustee will be entitled to conclusively
rely on the Master Servicer's determination that a Servicing Advance is
nonrecoverable. The Master Servicer and the Trustee shall conclusively rely on
the Special Servicer's affirmative determination that a Servicing Advance is a
Nonrecoverable Servicing Advance; provided however, that in the absence of such
determination by the Special Servicer, the Master Servicer will be entitled to
make its own determination that a Servicing Advance is nonrecoverable, and in no
event shall a determination by the Special Servicer that a previously made or
proposed Servicing Advance would be recoverable be binding on the Master
Servicer.

            "Non-Registered Certificate": Any Certificate that has not been
subject to registration under the Securities Act. As of the Closing Date, the
Class A-2FL, Class A-X, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S,
Class R, Class LR and Class V Certificates will constitute Non-Registered
Certificates.

            "Non-United States Tax Person": Any Person other than a United
States Tax Person.

            "Note": The original executed note (or, if applicable, multiple
notes collectively) evidencing the indebtedness of a Borrower under a Mortgage
Loan, together with any rider, addendum or amendment thereto.

            "Notional Balance": For any date of determination, the Class A-X
Notional Amount.

            "Officer's Certificate": A certificate signed by a Servicing Officer
of the Master Servicer or the Special Servicer, or a Responsible Officer of the
Trustee, as the case may be.

            "Opinion of Counsel": A written opinion of counsel, who may be
salaried counsel for the Depositor, the Master Servicer or the Special Servicer,
acceptable in form and delivered to the Trustee, except that any opinion of
counsel relating to (a) the qualification of either REMIC Pool as a REMIC or any
Grantor Trust Pool as a Grantor Trust, (b) compliance with the REMIC Provisions
or Grantor Trust Provisions or (c) the resignation of the Depositor, the Master
Servicer or the Special Servicer pursuant to Section 6.04 must be an opinion of
counsel that is Independent of the Depositor, such Master Servicer or the
Special Servicer, as applicable.

            "Optimal Interest Distribution Amount": As to any Distribution Date
and any Class of Regular Certificates (other than the Class A-2FL Certificates)
and the Class A-2FL Regular Interest, the sum of the Monthly Interest
Distribution Amount and the Unpaid Interest Shortfall Amount for such Class for
such Distribution Date.

            "Original Certificate Balance": With respect to any Class of Regular
Certificates (other than the Class A-X Certificates) and the Class A-2FL Regular
Interest, the initial aggregate principal amount thereof as of the Closing Date,
in each case as specified in the Preliminary Statement hereto.

            "Original Net Mortgage Rate": With respect to any Mortgage Loan, the
Net Mortgage Rate in effect for such Mortgage Loan as of the Closing Date (or,
in the case of any Mortgage Loan substituted in replacement of another Mortgage
Loan pursuant to or as contemplated by the related Mortgage Loan Purchase
Agreement, as of the date of substitution).

            "Original REMIC I Principal Amount": With respect to any Class of
Uncertificated REMIC I Interests, the principal amount thereof as of the Closing
Date, in each case as specified in the Preliminary Statement hereto.

            "Original Trust Mortgage Loans": As defined in the Preliminary
Statement hereto.

            "OTS": The Office of Thrift Supervision or any successor thereto.

            "Ownership Interest": In the case of any Certificate, any ownership
or security interest in such Certificate as the Holder thereof and any other
interest therein, whether direct or indirect, legal or beneficial, as owner or
as pledgee.

            "P&I Advance": As to any Trust Mortgage Loan or REO Trust Mortgage
Loan, any advance made by the Master Servicer or the Trustee, as applicable,
pursuant to Section 4.03 or Section 7.05.

            "Pass-Through Rate": With respect to each Class of Certificates and
the Class A-2FL Regular Interest, the respective per annum rate listed below:

            Class A-1:                 Class A-1 Pass-Through Rate
            Class A-2:                 Class A-2 Pass-Through Rate
            Class A-AB:                Class A-AB Pass-Through Rate
            Class A-3:                 Class A-3 Pass-Through Rate
            Class A-1-A:               Class A-1-A Pass-Through Rate
            Class A-2FL:               Class A-2FL Pass-Through Rate
            Class A-2FL Regular        Class A-2FL Regular Interest
            Interest:                  Pass-Through Rate
            Class A-X:                 Class A-X Pass-Through Rate
            Class A-M:                 Class A-M Pass-Through Rate
            Class A-J:                 Class A-J Pass-Through Rate
            Class B:                   Class B Pass-Through Rate
            Class C:                   Class C Pass-Through Rate
            Class D:                   Class D Pass-Through Rate
            Class E:                   Class E Pass-Through Rate
            Class F:                   Class F Pass-Through Rate
            Class G:                   Class G Pass-Through Rate
            Class H:                   Class H Pass-Through Rate
            Class J:                   Class J Pass-Through Rate
            Class K:                   Class K Pass-Through Rate
            Class L:                   Class L Pass-Through Rate
            Class M:                   Class M Pass-Through Rate
            Class N:                   Class N Pass-Through Rate
            Class O:                   Class O Pass-Through Rate
            Class P:                   Class P Pass-Through Rate
            Class Q:                   Class Q Pass-Through Rate
            Class S:                   Class S Pass-Through Rate

            "Paying Agent": The Paying Agent appointed pursuant to Section 5.07.

            "PCAOB": The Public Company Accounting Oversight Board.

            "Penalty Charges": The Default Interest and/or late payment charges
that are paid or payable, as the context may require, in respect of any Mortgage
Loan or REO Mortgage Loan.

            "Percentage Interest": As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made with respect to
the related Class. With respect to any Regular Certificate, the percentage
interest equal to the denomination of such Certificate divided by the initial
Certificate Balance (or, in the case of the Class A-X Certificates, the related
Notional Balance) of such Class of Certificates as of the Closing Date. With
respect to a Class V or Residual Certificate, the percentage interest as set
forth on the face thereof.

            "Performance Certification": As defined in Section 12.08.

            "Performing Mortgage Loan": Any Performing Trust Mortgage Loan or
any B Loan as to which the related Trust Mortgage Loan is a Performing Trust
Mortgage Loan.

            "Performing Party": As defined in Section 12.14.

            "Performing Trust Mortgage Loan": As of any date of determination,
any Trust Mortgage Loan as to which no Servicing Transfer Event then exists as
described in the definition of "Servicing Transfer Event."

            "Permitted Investments": Any one or more of the following
obligations or securities, regardless whether issued by the Depositor, the
Master Servicer, the Special Servicer or the Trustee or any of their respective
Affiliates and having the required ratings, if any, provided for in this
definition:

                  (i) direct obligations of, and obligations fully guaranteed as
            to timely payment of principal and interest by, the United States of
            America, FNMA, FHLMC or any agency or instrumentality of the United
            States of America; provided that such obligations have a remaining
            term to maturity of one year or less from the date of acquisition
            and which are backed by the full faith and credit of the United
            States of America; provided, further, that any obligation of, or
            guarantee by, FNMA or FHLMC, other than an unsecured senior debt
            obligation of FNMA or FHLMC, shall be a Permitted Investment only if
            such investment would not result in an Adverse Rating Event with
            respect to any Class of Rated Certificates, as confirmed in writing
            by each Rating Agency;

                  (ii) time deposits, unsecured certificates of deposit or
            bankers' acceptances that mature in one year or less after the date
            of issuance and are issued or held by any depository institution or
            trust company incorporated or organized under the laws of the United
            States of America or any State thereof and subject to supervision
            and examination by federal or state banking authorities, so long as
            the commercial paper or other short-term debt obligations of such
            depository institution or trust company are rated in the highest
            short-term debt rating category of each Rating Agency or such other
            ratings as will not result in an Adverse Rating Event with respect
            to any Class of Rated Certificates, as confirmed in writing by each
            Rating Agency;

                  (iii) repurchase agreements or obligations with respect to any
            security described in clause (i) above where such security has a
            remaining maturity of one year or less and where such repurchase
            obligation has been entered into with a depository institution or
            trust company (acting as principal) described in clause (ii) above;

                  (iv) debt obligations maturing in one year or less from the
            date of acquisition bearing interest or sold at a discount issued by
            any corporation incorporated under the laws of the United States of
            America or any state thereof, which securities have (A) ratings in
            the highest long-term unsecured debt rating category of each Rating
            Agency or (B) such other ratings as will not result in an Adverse
            Rating Event with respect to any Class of Rated Certificates, as
            confirmed in writing by each Rating Agency; provided, however, that
            securities issued by any particular corporation will not be
            Permitted Investments to the extent that investment therein will
            cause the then outstanding principal amount of securities issued by
            such corporation and held in the accounts established hereunder to
            exceed 10% of the sum of the aggregate principal balance and the
            aggregate principal amount of all Permitted Investments in such
            accounts;

                  (v) commercial paper (including both non-interest-bearing
            discount obligations and interest-bearing obligations) payable on
            demand or on a specified date maturing in one year or less after the
            date of issuance thereof and which is rated in the highest
            short-term unsecured debt rating category of each Rating Agency;

                  (vi) units of investment funds that maintain a constant net
            asset value and money market funds having the highest rating from
            each Rating Agency for money market funds; and

                  (vii) any other demand, money market or time deposit,
            obligation, security or investment, with respect to which each
            Rating Agency shall have confirmed in writing that such investment
            will not result in an Adverse Rating Event with respect to any Class
            of Rated Certificates;

provided that such instrument or security qualifies as a "cashflow investment"
pursuant to Section 860G(a)(6) of the Code; and provided, further, that in each
case, (a) it shall have a predetermined fixed dollar of principal due at
maturity that cannot vary or change and (b) any such investment that provides
for a variable rate of interest must have an interest rate that is tied to a
single interest rate index plus a fixed spread, if any, and move proportionately
with such index; and provided further, that, in the case of any Permitted
Investment described in clause (ii) above as to which the related rated entity
is the Federal Home Loan Bank of Cincinnati, such entity shall be required to
have the ratings from S&P set forth in clause (ii) above, and, if rated by
Fitch, shall be required to have the rating from Fitch set forth in clause (ii)
above.

            "Permitted Mezzanine Loan Holder": With respect to any Mezzanine
Loan, the related Mortgage Loan Seller, any Institutional Lender/Owner or any
other Mezzanine Loan Holder (i) permitted by the related Mortgage Loan Documents
or intercreditor agreement or (ii) with respect to which each Rating Agency has
confirmed in writing to the Master Servicer, the Special Servicer and the
Trustee that the holding of such Mezzanine Loan by such Person would not cause
an Adverse Rating Event with respect to any Class of Rated Certificates.

            "Permitted Transferee": Any Transferee of a Class R or Class LR
Certificate other than a Disqualified Organization, a Non-United States Tax
Person or a foreign permanent establishment or fixed base (each within the
meaning of the applicable income tax treaty) of a United States Tax Person;
provided, however, that if a Transferee is classified as a partnership under the
Code, such Transferee shall only be a Permitted Transferee if all of its direct
or indirect (except through a U.S. corporation) beneficial owners are United
States Tax Persons and the governing documents of the Transferee prohibit a
transfer of any interest in the Transferee to any Non-United States Tax Person.

            "Person": Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

            "Phase I Environmental Assessment": A "Phase I assessment" as
described in and meeting the criteria of the American Society for Testing and
Materials, Designation E-1527.

            "Plan": Any of those retirement plans and other employee benefit
plans, including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
are subject to Title I of ERISA, Section 4975 of the Code or Similar Law.

            "Plurality Residual Certificateholder": As to any taxable year of
(i) REMIC I or (ii) REMIC II, the Holder of Certificates evidencing the largest
Percentage Interest in the (i) Class LR Certificates or (ii) Class R
Certificates, respectively.

            "PNC" shall mean PNC Bank, National Association.

            "Prepayment Assumption": With respect to all Trust Mortgage Loans
other than the ARD Trust Mortgage Loans, the assumption that all payments
required to be made on such Trust Mortgage Loans according to their contractual
terms (including repayment in full on their respective maturity dates) are so
made. With respect to all ARD Trust Mortgage Loans, the assumption that the ARD
Trust Mortgage Loans will be fully prepaid on their related Anticipated
Repayment Dates.

            "Prepayment Interest Excess": With respect to any Distribution Date,
for each Trust Mortgage Loan that was subject to Principal Prepayment in full or
in part, or as to which Insurance and Condemnation Proceeds or Liquidation
Proceeds were received by the Master Servicer or Special Servicer for
application to such Trust Mortgage Loan, in each case after the Due Date in the
month of such Distribution Date and on or prior to the related Determination
Date, the amount of interest accrued at the related Net Mortgage Rate for such
Trust Mortgage Loan, on the amount of such Principal Prepayment or, insofar as
they represent an early collection of principal, such Insurance and Condemnation
Proceeds or Liquidation Proceeds (net of any portion of such interest that
represents Penalty Charges or Excess Interest) after the end of the Mortgage
Interest Accrual Period relating to such Due Date and accruing in the manner set
forth in the Mortgage Loan Documents relating to such Trust Mortgage Loan, to
the extent such interest is collected by or remitted to the Master Servicer or
the Special Servicer.

            "Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Trust Mortgage Loan that was subject to a Principal Prepayment in
full or in part, or as to which Insurance and Condemnation Proceeds or
Liquidation Proceeds were received by the Master Servicer or Special Servicer
for application to such Trust Mortgage Loan, in each case after the
Determination Date in the calendar month preceding such Distribution Date but
prior to the Due Date in the related Collection Period to the extent not
collected from the borrower, the amount of uncollected interest that would have
accrued at the Net Mortgage Rate for such Trust Mortgage Loan, plus the Trustee
Fee Rate, on the amount of such Principal Prepayment or, insofar as they
represent an early collection of principal, such Insurance and Condemnation
Proceeds or Liquidation Proceeds (net of any portion of such interest that
represents Penalty Charges or Excess Interest) during the period commencing on
the date as of which such Principal Prepayment, Insurance and Condemnation
Proceeds or Liquidation Proceeds were applied to the unpaid principal balance of
the Trust Mortgage Loan and ending on (and including) the day immediately
preceding such Due Date.

            "Primary Servicer": Any initial master servicer or any other
subservicer specifically identified as a "Primary Servicer" hereunder or in a
Sub-Servicing Agreement dated as of April 1, 2008 between the Master Servicer
and such subservicer, in its capacity as a primary servicer, or any successors
thereto.

            "Primary Servicing Agreement": Each of the Sub-Servicing Agreements
dated as of April 1, 2008, by and between the Master Servicer and a Primary
Servicer.

            "Primary Servicing Fee": With respect to each Mortgage Loan, the fee
payable to the related Primary Servicer under the Primary Servicing Agreement or
to the Master Servicer pursuant to Section 3.11(a), based on the Primary
Servicing Fee Rate.

            "Primary Servicing Fee Rate": With respect to each Mortgage Loan, a
rate as set forth in the Trust Mortgage Loan Schedule.

            "Prime Rate": The "prime rate" published in the "Money Rates"
section of The Wall Street Journal, as such "prime rate" may change from time to
time. If The Wall Street Journal ceases to publish the "prime rate," then the
Trustee, in its sole discretion, shall select an equivalent publication that
publishes such "prime rate"; and if such "prime rate" is no longer generally
published or is limited, regulated or administered by a governmental or
quasi-governmental body, then the Trustee shall select a comparable interest
rate index. In either case, such selection shall be made by the Trustee in its
sole discretion and the Trustee shall notify the Master Servicer and the Special
Servicer in writing of its selection.

            "Principal Balance Certificate": Any of the Class A-1, Class A-2,
Class A-2FL Regular Interest, Class A-AB, Class A-3, Class A-1-A, Class A-M,
Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S
Certificates.

            "Principal Prepayment": Any payment of principal made by the
Borrower on a Mortgage Loan that is received (including, in the case of the 450
Lexington Avenue Loan, by the 450 Lexington Avenue Master Servicer or the 450
Lexington Avenue Special Servicer on behalf of the Trust) in advance of its
scheduled Due Date and that is not accompanied by an amount of interest (without
regard to any Yield Maintenance Charge and/or Excess Interest that may have been
collected) representing scheduled interest due on any date or dates in any month
or months subsequent to the month of prepayment; provided that "Principal
Prepayment" shall not include any such payment of principal made out of
Insurance and Condemnation Proceeds or Liquidation Proceeds.

            "Privileged Person": Any of the following: a party to this
Agreement, an Underwriter, a Mortgage Loan Seller, the Series 2008-C1 Directing
Certificateholder, each B Loan Holder, a Rating Agency, a designee of the
Depositor, a Certificateholder, a Certificate Owner or, to the extent identified
as such by a Certificateholder or a Certificate Owner, a prospective purchaser
(or licensed or registered investment advisor acting on their behalf) of a
Certificate or any interest therein.

            "Prohibited Party": Any party that (i) is listed on the Depositor's
Do Not Hire List or (ii) is a proposed Servicing Function Participant for which
the Master Servicer, the Special Servicer or the Trustee that seeks to retain
such Servicing Function Participant has actual knowledge that such party at any
point prior to such hiring, assignment or transfer failed to comply in all
material respects with the Servicing Function Participant's obligations under
Regulation AB with respect to any other securitization.

            "Proposed Plan": As defined in Section 3.17(a).

            "Prospectus": The Base Prospectus and the Prospectus Supplement,
together.

            "Prospectus Supplement": That certain prospectus supplement dated
March 28, 2008, relating to the Registered Certificates, that is a supplement to
the Base Prospectus.

            "PTCE": Prohibited Transaction Class Exemption.

            "PTE": Prohibited Transaction Exemption.

            "Purchase Price": With respect to any Trust Mortgage Loan to be
purchased (a) by the related Mortgage Loan Seller pursuant to Section 7 of the
related Mortgage Loan Purchase Agreement (or, in the case of any Column Trust
Mortgage Loan, by the Column Performance Guarantor pursuant to the Column
Performance Guarantee), (b) by the Series 2008-C1 Directing Certificateholder
pursuant to Section 3.18(b), the Special Servicer pursuant to or as contemplated
by Section 3.18(c), or an assignee or Affiliate of either thereof, in any case,
pending determination of Fair Value, (c) by the related B Loan Holder with
respect to any Mortgage Loan Combination pursuant to the related Intercreditor
Agreement, or (d) by the holders of more than 50% of the Percentage Interests in
the Controlling Class, the Special Servicer or the Master Servicer pursuant to
Section 9.01, a price equal to the sum of the following, without duplication:

                  (i) the outstanding principal balance of such Trust Mortgage
            Loan as of the date of purchase;

                  (ii) all accrued and unpaid interest on such Trust Mortgage
            Loan (exclusive of Default Interest, Excess Interest and Yield
            Maintenance Charges, if any) to but not including the Due Date in
            the Collection Period of purchase (which includes unpaid Master
            Servicing Fees) and all related Special Servicing Fees accrued with
            respect to such Trust Mortgage Loan;

                  (iii) all related unreimbursed Servicing Advances (or such
            Advances reimbursed by the Trust Fund) plus accrued and unpaid
            interest on related Advances at the Reimbursement Rate;

                  (iv) if such Trust Mortgage Loan is being repurchased by the
            related Mortgage Loan Seller pursuant to Section 7 of the related
            Mortgage Loan Purchase Agreement (or, in the case of any Column
            Trust Mortgage Loan, by the Column Performance Guarantor pursuant to
            the Column Performance Guarantee), following the expiration of the
            applicable cure period (as it may be extended), the amount of the
            Liquidation Fee payable to the Special Servicer;

                  (v) if such Trust Mortgage Loan is being purchased by the
            Series 2008-C1 Directing Certificateholder pursuant to Section
            3.18(b), the Special Servicer pursuant to or as contemplated by
            Section 3.18(c), or an assignee or Affiliate of either thereof, the
            amount of the Liquidation Fee payable to the Special Servicer, if
            the purchase option is being exercised by the Series 2008-C1
            Directing Certificateholder or an Affiliate thereof more than 90
            days after the related Trust Mortgage Loan becomes a Specially
            Serviced Trust Mortgage Loan or by an unaffiliated third-party
            assignee of the Series 2008-C1 Directing Certificateholder or of the
            Special Servicer;

                  (vi) if such Trust Mortgage Loan is being purchased by the
            related B Loan Holder pursuant to the related Intercreditor
            Agreement, the amount of the Liquidation Fee payable to the Special
            Servicer, if such purchase occurs after 90 days of the related Trust
            Mortgage Loan becoming a Specially Serviced Trust Mortgage Loan; and

                  (vii) if such Trust Mortgage Loan is being purchased by the
            related Mortgage Loan Seller pursuant to Section 7 of the related
            Mortgage Loan Purchase Agreement (or, in the case of any Column
            Trust Mortgage Loan, by the Column Performance Guarantor pursuant to
            the Column Performance Guarantee), all reasonable out-of-pocket
            expenses reasonably incurred or to be incurred by the Master
            Servicer, the Special Servicer, the Depositor and the Trustee in
            respect of the Breach or Defect giving rise to the repurchase
            obligation, including any expenses arising out of the enforcement of
            the repurchase obligation and any Trust Fund expenses incurred prior
            to such purchase date with respect to such Trust Mortgage Loan.

With respect to any Defaulted Trust Mortgage Loan to be purchased by the Series
2008-C1 Directing Certificateholder (or any Affiliate or assignee thereof) or
the Special Servicer (or any Affiliate or assignee thereof) pursuant to Section
3.18(b) or 3.18(c) following determination of Fair Value, the Purchase Price
will equal the Fair Value of such Defaulted Trust Mortgage Loan (which shall
include a Liquidation Fee, if the purchase option is being exercised by the
Series 2008-C1 Directing Certificateholder or an Affiliate thereof more than 90
days after the related Trust Mortgage Loan becomes a Specially Serviced Trust
Mortgage Loan or by an unaffiliated third-party assignee of the Series 2008-C1
Directing Certificateholder or of the Special Servicer). With respect to any REO
Property to be sold pursuant to Section 3.18(e), the Purchase Price will equal
the amount calculated in accordance with the second preceding sentence in
respect of the related REO Trust Mortgage Loan (or, if such REO Property relates
to any Mortgage Loan Combination, in respect of all of the related REO Mortgage
Loans and treating the B Loans as if they were Trust Mortgage Loans).

            "Qualified Appraiser": In connection with the appraisal of any
Mortgaged Property or REO Property, an Independent MAI-designated appraiser with
at least five years of experience in respect of the relevant geographic location
and property type.

            "Qualified Institutional Buyer" or "QIB": A "qualified institutional
buyer" within the meaning of Rule 144A under the Securities Act.

            "Qualified Insurer": (i) With respect to any Mortgage Loan,
Mortgaged Property or REO Property, an insurance company or security or bonding
company qualified to write the related Insurance Policy in the relevant
jurisdiction and that has a claims paying ability that is rated (or is
guaranteed or backed in writing by an entity with long-term unsecured debt that
is rated) at least "A" by S&P and Fitch (or, if not then rated by Fitch, an
equivalent rating thereto from at least one nationally recognized statistical
rating agency in addition to S&P or a rating of "A:IX" or better from A.M.
Best's Key Rating Guide), (ii) with respect to the fidelity bond and errors and
omissions Insurance Policy required to be maintained pursuant to Section
3.07(c), an insurance company that has a claims paying ability that is rated (or
is guaranteed or backed by an entity with long-term unsecured debt that is
rated) no lower than two ratings (without regard to pluses or minuses (in the
case of S&P and Fitch)) below the rating assigned to the then highest rated
outstanding Certificate, but in no event lower than "A-" by S&P and Fitch (or,
if not then rated by Fitch, an equivalent rating thereto from at least one
nationally recognized statistical rating agency in addition to S&P or a rating
of "A:IX" or better from A.M. Best's Key Rating Guide) or, in the case of
clauses (i) and (ii), such other rating as each Rating Agency shall have
confirmed in writing will not cause such Rating Agency to downgrade, qualify or
withdraw the then current rating assigned to any of the Certificates that are
then currently being rated by such Rating Agency.

            "Qualified Mortgage": A qualified mortgage within the meaning of
Section 860G(a)(3) of the Code.

            "Qualified Substitute Trust Mortgage Loan": A mortgage loan which
must, on the date of substitution: (i) have an outstanding principal balance,
after application of all scheduled payments of principal and interest due during
or prior to the month of substitution, not in excess of the Stated Principal
Balance of the Deleted Trust Mortgage Loan as of the Due Date in the calendar
month during which the substitution occurs; (ii) have a Mortgage Rate not less
than the Mortgage Rate of the Deleted Trust Mortgage Loan; (iii) have the same
Due Date as the Deleted Trust Mortgage Loan; (iv) accrue interest on the same
Interest Accrual Period as the Deleted Trust Mortgage Loan; (v) have a remaining
term to stated maturity not greater than, and not more than two years less than,
the remaining term to stated maturity of the Deleted Trust Mortgage Loan; (vi)
have an original Loan-to-Value Ratio not higher than that of the Deleted Trust
Mortgage Loan and a current Loan-to-Value Ratio not higher than the then current
Loan-to-Value Ratio of the Deleted Trust Mortgage Loan; (vii) materially comply
as of the date of substitution with all of the representations and warranties
set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an
Environmental Assessment that indicates no material adverse environmental
conditions with respect to the related Mortgaged Property and which will be
delivered as a part of the related Mortgage File; (ix) have an original Debt
Service Coverage Ratio of not less than the original Debt Service Coverage Ratio
of the Deleted Trust Mortgage Loan and a current Debt Service Coverage Ratio of
not less than the then current Debt Service Coverage Ratio of the Deleted Trust
Mortgage Loan; (x) be determined by an Opinion of Counsel (at the applicable
Mortgage Loan Seller's expense) to be a "qualified replacement mortgage" within
the meaning of Section 860G(a)(4) of the Code; (xi) not have a maturity date
after the date two years prior to the Rated Final Distribution Date; (xii) not
be substituted for a Deleted Trust Mortgage Loan unless the Trustee has received
prior confirmation in writing by each Rating Agency that such substitution will
not result in an Adverse Rating Event with respect to any Class of Rated
Certificates (the cost, if any, of obtaining such confirmation to be paid by the
applicable Mortgage Loan Seller); (xiii) have been approved by the Series
2008-C1 Directing Certificateholder in its sole discretion; (xiv) prohibit
defeasance within two years of the Closing Date and (xv) not be substituted for
a Deleted Trust Mortgage Loan if it would result in the termination of the REMIC
status of either REMIC Pool established under this Agreement or the imposition
of tax on any of such REMIC Pool other than a tax on income expressly permitted
or contemplated to be received by the terms of this Agreement, as determined by
an Opinion of Counsel. In the event that one or more mortgage loans are
substituted for one or more Deleted Trust Mortgage Loans, then the amounts
described in clause (i) shall be determined on the basis of aggregate principal
balances and the rates described in clause (ii) above and the remaining term to
stated maturity referred to in clause (v) above shall be determined on a
weighted average basis; provided that no interest rate on any individual
Qualified Substitute Trust Mortgage Loan, less the related Master Servicing Fee
Rate, Primary Servicing Fee Rate and the Trustee Fee Rate, may be less than the
lowest fixed Pass-Through Rate on any Class of Principal Balance Certificates
that is not subject to a cap equal to the Weighted Average Net Mortgage
Pass-Through Rate. When a Qualified Substitute Trust Mortgage Loan is
substituted for a Deleted Trust Mortgage Loan, the applicable Mortgage Loan
Seller shall certify that such Trust Mortgage Loan meets all of the requirements
of the above definition and shall send such certification to the Trustee.

            "Rated Certificate": Any of the Certificates to which a rating has
been assigned by either Rating Agency at the request of the Depositor.

            "Rated Final Distribution Date": The Distribution Date in February
2041.

            "Rating Agency": Each of S&P and Fitch.

            "Realized Loss": With respect to:

                  (1) each defaulted Trust Mortgage Loan as to which a Final
            Recovery Determination has been made, or with respect to any
            successor REO Trust Mortgage Loan as to which a Final Recovery
            Determination has been made as to the related REO Property, or with
            respect to a Corrected Mortgage Loan upon payment in full, an amount
            (not less than zero) equal to (a) the unpaid principal balance of
            such Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may
            be, as of the commencement of the Collection Period in which the
            Final Recovery Determination was made, plus (b) without taking into
            account the amount described in subclause (1)(c) of this definition,
            all unpaid interest accrued at the Mortgage Rate in respect of such
            Trust Mortgage Loan or REO Trust Mortgage Loan, as the case may be,
            to but not including the related Due Date in the Collection Period
            in which the Final Recovery Determination was made, exclusive,
            however, of any portion of such unpaid interest that constitutes
            Default Interest or, in the case of an ARD Trust Mortgage Loan after
            its Anticipated Repayment Date, Excess Interest, plus (c) any
            expenses (including Additional Trust Fund Expenses, unpaid Servicing
            Advances and Advance Interest), Special Servicing Fees, Workout
            Fees, Liquidation Fees incurred in connection with such Mortgage
            Loan that have been paid or are payable or reimbursable to any
            person, minus (d) all payments and proceeds, if any, received in
            respect of such Trust Mortgage Loan or REO Trust Mortgage Loan, as
            the case may be, during the Collection Period in which such Final
            Recovery Determination was made;

                  (2) each defaulted Trust Mortgage Loan as to which any portion
            of the principal or past due interest payable thereunder was
            canceled in connection with a bankruptcy, insolvency or similar
            proceeding involving the related Borrower or a modification, waiver
            or amendment of such Trust Mortgage Loan granted or agreed to by the
            Master Servicer or the Special Servicer pursuant to Section 3.20,
            the amount of such principal or past due interest (other than any
            Default Interest and, in the case of an ARD Trust Mortgage Loan
            after its Anticipated Repayment Date, Excess Interest) so canceled;
            and

                  (3) each defaulted Trust Mortgage Loan as to which the
            Mortgage Rate thereon has been permanently reduced and not
            recaptured for any period in connection with a bankruptcy,
            insolvency or similar proceeding involving the related Borrower or a
            modification, waiver or amendment of such Trust Mortgage Loan
            granted or agreed to by the Master Servicer or the Special Servicer
            pursuant to Section 3.20, the amount of any consequent reduction in
            the interest portion of each successive Monthly Payment due thereon
            (each such Realized Loss to be deemed to have been incurred on the
            Due Date for each affected Monthly Payment).

            "Record Date": With respect to any Distribution Date, the last
Business Day of the month immediately preceding the month in which such
Distribution Date occurs.

            "Registered Certificate": Any Certificate that has been subject to
registration under the Securities Act. As of the Closing Date, the Class A-1,
Class A-2, Class A-AB, Class A-3 and Class A-1-A Certificates constitute
Registered Certificates.

            "Regular Certificate": Any Class of Certificates other than the
Residual Certificates and Class V Certificates.

            "Regulation AB": Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss. 229.1100-229.1123, as such may be amended from
time to time, and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1631 (Jan. 7, 2005)) or
by the staff of the Commission, or as may be provided by the Commission or its
staff from time to time.

            "Regulation S": Regulation S under the Securities Act.

            "Regulation S Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside of the United
States in reliance on Regulation S, a single global Certificate, or multiple
global Certificates collectively, in definitive, fully registered form without
interest coupon, each of which Certificates bears a Regulation S Legend.

            "Regulation S Legend": With respect to any Class of Book-Entry
Non-Registered Certificates offered and sold outside the United States in
reliance on Regulation S, a legend generally to the effect that such
Certificates may not be offered, sold, pledged or otherwise transferred in the
United States or to a United States Securities Person prior to the Release Date
except pursuant to an exemption from the registration requirements of the
Securities Act.

            "Reimbursement Rate": The rate per annum applicable to the accrual
of interest on Servicing Advances in accordance with Section 3.03(d) and P&I
Advances in accordance with Section 4.03(d), which rate per annum shall equal
the Prime Rate.

            "Release Date": With respect to any Class of Non-Registered
Certificates (other than the Class R, Class LR and Class V Certificates), the
date that is 40 days following the later of (i) the commencement of the offering
of such Non-Registered Certificates to Persons other than distributors in
reliance upon Regulation S under the Securities Act and (ii) the date of closing
of such offering.

            "Relevant Servicing Criteria": The Servicing Criteria applicable to
each Reporting Servicer (as set forth, with respect to the Master Servicer, the
Special Servicer and the Trustee, on Exhibit U attached hereto). For
clarification purposes, multiple Reporting Servicers can have responsibility for
the same Relevant Servicing Criteria, and some of the Servicing Criteria will
not be applicable to certain Reporting Servicers. With respect to a Servicing
Function Participant engaged by the Trustee, the Master Servicer or the Special
Servicer, the term "Relevant Servicing Criteria" refers to the items of the
Relevant Servicing Criteria applicable to the Trustee, the Master Servicer or
the Special Servicer that engaged such Servicing Function Participant that are
applicable to such Servicing Function Participant based on the functions it has
been engaged to perform.

            "Remaining Principal Distribution Amount": As to any Distribution
Date and any Class of Subordinate Certificates, the amount, if any, by which the
Total Principal Distribution Amount for such Distribution Date exceeds the
aggregate amount distributed in respect of Total Principal Distribution Amounts
on such Distribution Date to all Classes senior to such Class.

            "REMIC": A "real estate mortgage investment conduit" as defined in
Section 860D of the Code.

            "REMIC I": One of two separate REMICs included in the Trust Fund,
the assets of which consist of the Trust Mortgage Loans (exclusive of any Broker
Strip Interest and any Excess Interest) or any REO Property with respect thereto
(exclusive of any interest therein that a B Loan Holder may have), such amounts
related thereto as shall from time to time be held in the Collection Account,
the Interest Reserve Account, the REO Account (exclusive of any such amounts
that are allocable to a B Loan, if any), the Excess Liquidation Proceeds
Account, if any, and the REMIC I Distribution Account and, except as otherwise
provided in this Agreement, all other property included in the Trust Fund that
is not in REMIC II or designated as an asset of a Grantor Trust Pool in the
Preliminary Statement hereto.

            "REMIC I Distribution Account": The account, accounts or
sub-accounts created and maintained by the Trustee in trust for the
Certificateholders. Any such account or accounts shall be an Eligible Account or
a sub-account of an Eligible Account.

            "REMIC I Distribution Amount": As defined in Section 4.01(b).

            "REMIC I Principal Amount": With respect to any Class of
Uncertificated REMIC I Interests, (i) on or prior to the first Distribution
Date, an amount equal to the Original REMIC I Principal Amount of such Class as
specified in the Preliminary Statement hereto, and (ii) as of any date of
determination after the first Distribution Date, an amount equal to the
Certificate Balance of the Class of Related Certificates on the Distribution
Date immediately prior to such date of determination (determined as adjusted
pursuant to Section 1.03(h)).

            "REMIC II": One of two separate REMICs included in the Trust Fund,
the assets of which consist of the Uncertificated REMIC I Interests and such
amounts as shall from time to time be held in the REMIC II Distribution Account.

            "REMIC II Distribution Account": The account, accounts or
sub-account created and maintained by the Trustee in trust for the
Certificateholders. Any such account or accounts shall be an Eligible Account or
a subaccount of an Eligible Account.

            "REMIC Pool": Either of REMIC I or REMIC II.

            "REMIC Provisions": The provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of Subtitle A of the Code, and
related provisions, and proposed, temporary and final Treasury regulations and
any published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.

            "Rents from Real Property": With respect to any REO Property (other
than REO Property related to the 450 Lexington Avenue Loan), gross income of the
character described in Section 856(d) of the Code.

            "REO Account": A segregated custodial account or accounts created
and maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders and any related B Loan Holder(s),
which shall be entitled "[name of Special Servicer], as Special Servicer, in
trust for Wells Fargo Bank, N.A., as Trustee, for Holders of Credit Suisse First
Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates
and any related B Loan Holder(s), as their interests may appear, Series 2008-C1
REO Account." Any such account or accounts shall be an Eligible Account.

            "REO Acquisition": With respect to any Mortgage Loan, the
acquisition of the related Mortgaged Property as REO Property (other than REO
Property related to the 450 Lexington Avenue Loan) by the Special Servicer on
behalf of the Trust Fund and/or any affected B Loan Holder.

            "REO Acquisition Date": The date of the Trust Fund's acquisition for
federal income tax purposes of any REO Property (other than REO Property related
to the 450 Lexington Avenue Loan) pursuant to Section 3.09.

            "REO B Loan": Any B note component of a Trust Mortgage Loan deemed
for purposes hereof to be outstanding (but outside the Mortgage Pool) with
respect to any REO Property in respect of a Mortgage Loan Combination. Any REO B
Loan shall be deemed to provide for monthly payments of principal and/or
interest equal to its Assumed Scheduled Payments and otherwise to have the same
terms and conditions as its predecessor B Loan (such terms and conditions to be
applied without regard to the default on such predecessor B Loan or the subject
REO Acquisition), as the case may be. Any REO B Loan shall be deemed to have an
initial unpaid principal balance equal to the unpaid principal balance of its
predecessor B Loan as of the related REO Acquisition Date. All Monthly Payments
and other amounts due and owing, or deemed to be due and owing, in respect of
any B Loan (including Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts) as of the related REO Acquisition Date, shall be deemed to continue to
be due and owing in respect of the related REO B Loan. In addition, all amounts
payable or reimbursable to the Master Servicer, the Special Servicer or the
Trustee, as applicable, in respect of any B Loan as of the related REO
Acquisition Date, including any unpaid or unreimbursed servicing compensation
and Servicing Advances (together with any related unpaid Advance Interest),
shall continue to be payable or reimbursable in the same priority and manner
pursuant to Section 3.04 and 3.11 and the related intercreditor, co-lender or
similar agreement to the Master Servicer, the Special Servicer or the Trustee,
as the case may be, in respect of the related REO B Loan.

            "REO Disposition": The sale or other disposition of the REO Property
pursuant to Section 3.18(e).

            "REO Extension": As defined in Section 3.16(a).

            "REO Mortgage Loan": Any REO Trust Mortgage Loan or REO B Loan;
provided, however, that such term shall not include the REO mortgage loan
related to the 450 Lexington Avenue Loan.

            "REO Property": A Mortgaged Property (other than REO Property
related to the 450 Lexington Avenue Loan) acquired by the Special Servicer on
behalf of and in the name of the Trustee (or its nominee) for the benefit of the
Certificateholders and, if such property relates to a Mortgage Loan Combination,
each related B Loan Holder (as a collective whole), through foreclosure,
acceptance of a deed in lieu of foreclosure or otherwise in accordance with
applicable law in connection with the default or imminent default of a Trust
Mortgage Loan. In the case of the 450 Lexington Avenue Loan, "REO Property"
shall mean the beneficial interest of the Trust Fund in the related Mortgaged
Property if it is acquired by the 450 Lexington Avenue Special Servicer, for the
benefit of the Trust Fund; provided, however, that for the purposes of any
provision of this Agreement that relates to the servicing of "REO Property"
hereunder, such term shall not include REO property related to the 450 Lexington
Avenue Loan.

            "REO Revenues": All income, rents and profits derived from the
ownership, operation or leasing of any REO Property. With respect to an REO
Property that had been security for an A Loan, the portion of the amounts
described above received with respect to such REO Property and allocable to the
related A Note pursuant to the related Intercreditor Agreement, or with respect
to the 450 Lexington Avenue Loan, "REO Revenues" shall mean the portion of such
amounts received by the Master Servicer or Special Servicer pursuant to the 450
Lexington Avenue Intercreditor Agreement from the 450 Lexington Avenue Master
Servicer or the 450 Lexington Avenue Special Servicer.

            "REO Tax": As defined in Section 3.17(a).

            "REO Trust Mortgage Loan": The mortgage loan deemed to be
outstanding and part of the Mortgage Pool with respect to each REO Property.
Each REO Trust Mortgage Loan shall be deemed to be outstanding for so long as
the related REO Property remains part of the Trust Fund, and shall be deemed to
provide for Assumed Scheduled Payments on each Due Date therefor and otherwise
have the same terms and conditions as its predecessor Trust Mortgage Loan,
including, without limitation, with respect to the calculation of the Mortgage
Rate in effect from time to time (such terms and conditions to be applied
without regard to the default on such predecessor Trust Mortgage Loan). Each REO
Trust Mortgage Loan shall be deemed to have an initial outstanding principal
balance and Stated Principal Balance equal to the outstanding principal balance
and Stated Principal Balance, respectively, of its predecessor Trust Mortgage
Loan as of the related REO Acquisition Date. All amounts due and owing in
respect of the predecessor Trust Mortgage Loan (including Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts that were repaid from
principal collections on the Trust Mortgage Loans) as of the related REO
Acquisition Date, including accrued and unpaid interest, shall continue to be
due and owing in respect of an REO Trust Mortgage Loan. All amounts payable or
reimbursable to the Master Servicer, the Special Servicer or the Trustee, as
applicable, in respect of the predecessor Trust Mortgage Loan as of the related
REO Acquisition Date, including any unpaid Master Servicing Fees (including
Primary Servicing Fees) and Special Servicing Fees and any unreimbursed
Advances, together with any interest accrued and payable to the Master Servicer
or the Trustee in respect of such Advances in accordance with Section 3.03(d) or
Section 4.03(d), shall continue to be payable or reimbursable to the Master
Servicer, the Special Servicer or the Trustee in respect of an REO Trust
Mortgage Loan.

            "Replacement Trust Mortgage Loan": Any Qualified Substitute Trust
Mortgage Loan that is substituted by a Mortgage Loan Seller (or, in the case of
any Column Trust Mortgage Loan, by the Column Performance Guarantor) for a
Defective Trust Mortgage Loan as contemplated by Section 2.03.

            "Reportable Event": As defined in Section 12.09.

            "Reporting Servicer": The Master Servicer, the Special Servicer, the
Trustee and any Servicing Function Participant, as the case may be.

            "Request for Release": A request signed by a Servicing Officer of
the Master Servicer in the form of Exhibit D-1 or the Special Servicer in the
form of Exhibit D-2 attached hereto.

            "Requesting Subordinate Certificateholder": The Holder of any of the
Class L, Class M, Class N, Class O, Class P or Class S Certificates, that
delivers notice to the Trustee, the Master Servicer and the Special Servicer
indicating that such Holder is a "Requesting Subordinate Certificateholder."

            "Residual Certificate": Any Class R Certificate or Class LR
Certificate issued, authenticated and delivered hereunder.

            "Responsible Officer": (i) Any officer of the Global Securitization
Trust Services Group of the Trustee (and, in the event that the Trustee is the
Certificate Registrar or the Paying Agent, of the Certificate Registrar or the
Paying Agent, as applicable) and (ii) when used with respect to the initial
Trustee, any Vice President, Assistant Vice President, corporate trust officer
or assistant corporate trust officer of the Trustee having direct responsibility
for the administration of this Agreement, and with respect to any successor
Trustee, any officer or assistant officer in the corporate trust department of
the Trustee or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers to whom a
particular matter is referred by the Trustee because of such officer's knowledge
of and familiarity with the particular subject.

            "Restricted Master Servicer Reports": Collectively, to the extent
not filed with the Commission, the CMSA Servicer Watch List, the CMSA Operating
Statement Analysis Report, the CMSA NOI Adjustment Worksheet, CMSA Financial
File and the CMSA Comparative Financial Status Report.

            "Revised Rate": With respect to any ARD Mortgage Loan, the increased
interest rate after the related Anticipated Repayment Date (in the absence of a
default) for such ARD Mortgage Loan, as calculated and as set forth in the
related Mortgage Loan Documents.

            "Rule 144A Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates, a single global Certificate, or multiple
global Certificates collectively, registered in the name of the Depository or
its nominee, in definitive, fully registered form without interest coupons, each
of which Certificates bears a Qualified Institutional Buyer CUSIP number and
does not bear a Regulation S Legend.

            "S&P": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors in interest. If neither such
rating agency nor any successor remains in existence, "S&P" shall be deemed to
refer to such other nationally recognized statistical rating agency or other
comparable Person designated by the Depositor, notice of which designation shall
be given to the other parties hereto, and specific ratings of Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc. herein
referenced shall be deemed to refer to the equivalent ratings of the party so
designated; provided, however, that if such designated party has not then
assigned a rating to a depository institution, insurer or any other Person or
item, then any failure to satisfy a requirement under this Agreement to meet or
maintain such equivalent rating shall not be deemed an Event of Default or
breach of the Servicing Standard solely as a result of such failure. References
herein to "applicable rating category" (other than such references to "highest
applicable rating category") shall, in the case of S&P, be deemed to refer to
such applicable rating category of S&P, without regard to any plus or minus or
other comparable rating qualification.

            "Sarbanes-Oxley Act": The Sarbanes-Oxley Act of 2002 and the rules
and regulations of the Commission promulgated thereunder (including any
interpretations thereof by the Commission's staff).

            "Sarbanes-Oxley Certification": As defined in Section 12.08.

            "Securities Act": The Securities Act of 1933, as amended, and the
rules and regulations thereunder.

            "Security Agreement": With respect to any Mortgage Loan, any
security agreement or equivalent instrument, whether contained in the related
Mortgage or executed separately, creating in favor of the holder of such
Mortgage a security interest in the personal property constituting security for
repayment of such Mortgage Loan.

            "Senior Certificates": Collectively, the Class A-P&I Certificates
and the Interest Only Certificates.

            "Senior Principal Distribution Cross-Over Date": The first
Distribution Date as of which the aggregate Certificate Balance of the Class
A-P&I Certificates outstanding immediately prior thereto equals or exceeds the
sum of (a) the aggregate Stated Principal Balance of the Mortgage Pool that will
be outstanding immediately following such Distribution Date, plus (b) the lesser
of (i) the Total Principal Distribution Amount for such Distribution Date and
(ii) the portion of the Available Distribution Amount for such Distribution Date
that will remain after all distributions of interest to be made on the Senior
Certificates on such Distribution Date pursuant to Section 4.01(a) have been so
made.

            "Sequential Pay Certificates": Any of the Class A-1, Class A-2,
Class A-2FL Regular Interest, Class A-AB, Class A-3, Class A-1-A, Class A-M,
Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S
Certificates.

            "Series 2008-C1 Directing Certificateholder": The particular Holder
or its designee (or, in the case of a Class of Book-Entry Certificates, the
particular Certificate Owner) of Certificates (or its designee) of the
Controlling Class selected by the Holders (or, in the case of a Class of
Book-Entry Certificates, the Certificate Owners) of Certificates representing
more than 50% of the Percentage Interests in the Controlling Class (which
selection shall be evidenced by notice delivered by the Series 2008-C1 Directing
Certificateholder to the parties hereto and the prior Series 2008-C1 Directing
Certificateholder, if any); provided, however, that until a Series 2008-C1
Directing Certificateholder is so selected or after receipt of a notice from the
Holders (or, in the case of a Class of Book-Entry Certificates, the Certificate
Owners) of Certificates representing more than 50% of the Percentage Interests
in the Controlling Class that a Series 2008-C1 Directing Certificateholder is no
longer designated, the particular Certificateholder (or, in the case of a Class
of Book-Entry Certificates, the particular Certificate Owner) that beneficially
owns Certificates of the Controlling Class that represents the largest aggregate
Percentage Interest in the Controlling Class shall be the Series 2008-C1
Directing Certificateholder. The initial Series 2008-C1 Directing
Certificateholder will be Hillenbrand Capital, LLC. No appointment of any Person
as a Series 2008-C1 Directing Certificateholder shall be effective until such
Person provides the Trustee, the Master Servicer and the Special Servicer with
written confirmation of its acceptance of such appointment, an address and
telecopy number for the delivery of notices and other correspondence and a list
of officers or employees of such Person with whom the parties to this Agreement
may deal (including their names, titles, work addresses and telecopy numbers).
If no Person is appointed as Series 2008-C1 Directing Certificateholder, the
Master Servicer, the Special Servicer and the Trustee shall not be required to
recognize the particular Certificateholder (or, in the case of a Class of
Book-Entry Certificates, the particular Certificate Owner) that beneficially
owns Certificates of the Controlling Class that represent the largest aggregate
Percentage Interest in the Controlling Class as the Series 2008-C1 Directing
Certificateholder until such Certificateholder or Certificate Owner, as the case
may be, provides an address and telecopy number for the delivery of notices and
other correspondence and a list of officers or employees of such Person with
whom the parties to this Agreement may deal (including their names, titles, work
addresses and telecopy numbers).

            "Serviced Loan Combinations": With respect to each CBA A/B Mortgage
Loan Combination, upon a "Material Default" under the related CBA A/B
Intercreditor Agreement, such CBA A/B Mortgage Loan Combination.

            "Service(s)(ing)": In accordance with Regulation AB, the act of
servicing and administering the Trust Mortgage Loans or any other assets of the
Trust by an entity that meets the definition of "servicer' set forth in Item
1101 of Regulation AB and, with respect to this transaction, is subject to the
disclosure requirements set forth in 1108 of Regulation AB. For clarification
purposes, any uncapitalized occurrence of this term shall have the meaning
commonly understood by participants in the commercial mortgage-backed
securitization market.

            "Servicing Account": The account or accounts created and maintained
pursuant to Section 3.03.

            "Servicing Advances": All customary, reasonable and necessary
"out-of-pocket" costs and expenses, including attorneys' fees and expenses and
fees of real estate brokers, paid or to be paid, as the context requires, out of
its own funds, by the Master Servicer or the Special Servicer (or, if
applicable, the Trustee) in connection with the servicing of a Mortgage Loan as
to which a default, delinquency or other unanticipated event has occurred or is
reasonably foreseeable, or in connection with the administration of any REO
Property, including (1) any such costs and expenses associated with (a)
compliance with the obligations of the Master Servicer and/or the Special
Servicer set forth in Sections 2.03, 3.03(c) and 3.09, (b) the preservation,
insurance, restoration, protection and management of a Mortgaged Property,
including the cost of any "force placed" insurance policy purchased by the
Master Servicer or the Special Servicer to the extent such cost is allocable to
a particular Mortgaged Property that the Master Servicer or the Special Servicer
is required to cause to be insured pursuant to Section 3.07, (c) obtaining any
Insurance and Condemnation Proceeds or Liquidation Proceeds in respect of any
such Mortgage Loan or any REO Property, (d) any enforcement or judicial
proceedings with respect to any such Mortgage Loan, including foreclosures and
similar proceedings, (e) the operation, leasing, management, maintenance and
liquidation of any REO Property, (f) obtaining any Appraisal required to be
obtained hereunder, and (g) UCC filings (to the extent that the costs thereof
are not reimbursed by the related Borrower), (2) the reasonable and direct
out-of-pocket travel expenses incurred by the Special Servicer in connection
with performing inspections pursuant to Section 3.19, and (3) any other
expenditure which is expressly designated as a Servicing Advance herein;
provided that, notwithstanding anything to the contrary, "Servicing Advances"
shall not include (A) allocable overhead of the Master Servicer or the Special
Servicer, such as costs for office space, office equipment, supplies and related
expenses, employee salaries and related expenses and similar internal costs and
expenses, (B) costs incurred by either such party or any Affiliate thereof in
connection with its purchase of any Mortgage Loan or REO Property pursuant to or
as contemplated by any provision of this Agreement or (C) costs or expenses
expressly required under this Agreement to be borne by the Master Servicer or
the Special Servicer. In no event shall the Master Servicer be required to make
any Servicing Advance that such Person determines, in accordance with the
Servicing Standard, would be, if made, a Nonrecoverable Servicing Advance.

            "Servicing Criteria": The criteria set forth in paragraph (d) of
Item 1122 of Regulation AB as such may be amended from time to time.

            "Servicing File": Any documents, certificates, opinions and reports
(other than documents required to be part of the related Mortgage File)
delivered by the related Borrower, or otherwise in the possession of the Master
Servicer in connection with, or relating to the origination and servicing of any
Mortgage Loan or which are reasonably required for the ongoing administration of
the Mortgage Loan, including appraisals, surveys, engineering reports,
environmental reports, financial statements, leases, rent rolls and tenant
estoppels, together with copies of documents required to be part of the related
Mortgage File.

            "Servicing Function Participant": Any Person, other than the Master
Servicer, the Special Servicer and the Trustee, that is, within the meaning of
Item 1122 of Regulation AB, performing activities that address the Servicing
Criteria, unless such Person's activities relate only to 5% or less of the Trust
Mortgage Loans (calculated by Stated Principal Balance) or the Master Servicer
takes responsibility for the servicing criteria, as permissible under Regulation
AB.

            "Servicing Officer": Any officer and/or employee of the Master
Servicer or the Special Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans, whose name and specimen
signature appear on a list of servicing officers furnished by such Master
Servicer or the Special Servicer, as applicable, to the Trustee and the
Depositor on the Closing Date as such list may be amended from time to time
thereafter.

            "Servicing Standard": As defined in Section 3.01(a).

            "Servicing Transfer Event": With respect to any Mortgage Loan, the
occurrence of any of the following events:

                  (i) in the case of a Balloon Mortgage Loan, a payment default
            shall have occurred on such Mortgage Loan at its Maturity Date, or
            if the Master Servicer has received evidence prior to its Maturity
            Date that the related Borrower has obtained a firm commitment to
            refinance such Mortgage Loan and continues to pay the Assumed
            Scheduled Payment, such default continues unremedied beyond the
            earlier of (A) 90 days after its Maturity Date or (B) the expiration
            of such commitment; or

                  (ii) any Monthly Payment (other than a Balloon Payment) on
            such Mortgage Loan is 60 days or more delinquent; or

                  (iii) the Master Servicer or the Special Servicer reasonably
            determines that a payment default or material non-monetary default
            with respect to such Mortgage Loan has occurred or, in each case, is
            imminent and is not likely to be cured by the related Borrower
            within 60 days (or in the case of a payment default or imminent
            payment default described in (i) or (ii) above, for the time period
            described therein) (provided that any such determination by the
            Special Servicer that a payment default or other non-monetary
            default is imminent shall not be the basis for a Servicing Transfer
            Event unless the Series 2008-C1 Directing Certificateholder
            concurs); or

                  (iv) a decree or order of a court or agency or supervisory
            authority having jurisdiction in the premises in an involuntary case
            under any present or future federal or state bankruptcy, insolvency
            or similar law or the appointment of a conservator or receiver or
            liquidator in any insolvency, readjustment of debt, marshaling of
            assets and liabilities or similar proceedings, or for the winding-up
            or liquidation of its affairs is entered against the related
            Borrower and such decree or order remains in force, undismissed,
            undischarged or unstayed for a period of 60 days; provided that if
            such decree or order is discharged or stayed within 60 days of being
            entered, such Mortgage Loan shall not be a Specially Serviced
            Mortgage Loan (and no Special Servicing Fees, Workout Fees or
            Liquidation Fees will be payable with respect thereto); or

                  (v) the related Borrower shall file for or consent to the
            appointment of a conservator or receiver or liquidator in any
            insolvency, readjustment of debt, marshaling of assets and
            liabilities or similar proceedings of or relating to such Borrower
            or of or relating to all or substantially all of its property; or

                  (vi) the related Borrower shall admit in writing its inability
            to pay its debts generally as they become due, file a petition to
            take advantage of any applicable insolvency or reorganization
            statute, make an assignment for the benefit of its creditors, or
            voluntarily suspend payment of its obligations; or

                  (vii) the Master Servicer or the Special Servicer has received
            notice of the foreclosure or proposed foreclosure of any lien on the
            related Mortgaged Property unless the obligation secured by such
            lien has been discharged and the foreclosure action has been
            discontinued, which decision shall be made in the Master Servicer's
            sole discretion in accordance with the Servicing Standard; or

                  (viii) any other default (exclusive of an Acceptable Insurance
            Default) that, in the reasonable judgment of the Master Servicer or
            the Special Servicer, has materially and adversely affected the
            value of such Mortgage Loan has occurred and has continued
            unremedied for 60 days (irrespective of any applicable grace period
            specified in the related Mortgage Loan Documents).

A Servicing Transfer Event for any Mortgage Loan in a Mortgage Loan Combination
shall constitute a Servicing Transfer Event for all Mortgage Loans in such
Mortgage Loan Combination until all such Mortgage Loans become Corrected
Mortgage Loans. Notwithstanding the foregoing, a Servicing Transfer Event will
not occur based upon a default with respect to any Mortgage Loan as to which
default the holder of any related B Loan may exercise cure rights, unless and
until the applicable cure period has elapsed without any exercise of such cure.

            A Servicing Transfer Event with respect to any Mortgage Loan shall
cease to exist:

            (w) in the case of the circumstances described in clause (ii) above,
      if and when the related Borrower has made three consecutive full and
      timely Monthly Payments under the terms of such Mortgage Loan (as such
      terms may be changed or modified in connection with a bankruptcy or
      similar proceeding involving the related Borrower or by reason of a
      modification, waiver or amendment granted or agreed to by the Master
      Servicer or the Special Servicer pursuant to Section 3.20);

            (x) in the case of the circumstances described in clauses (iii),
      (iv), (v) and (vi) above, if and when such circumstances cease to exist in
      the reasonable judgment of the Special Servicer;

            (y) in the case of the circumstances described in clause (vii)
      above, if any, when the proceedings are terminated; and

            (z) in the case of the circumstances described in clause (viii)
      above, if and when such default is cured in the reasonable judgment of the
      Special Servicer.

            "Significant Trust Mortgage Loan": At any time, (a) any Trust
Mortgage Loan (i) whose principal balance is $35,000,000 or more at such time
or, with respect to a waiver of a "due-on-encumbrance" clause referred to in
Section 3.08(b), $20,000,000 or more, or (ii) that is (x) a Trust Mortgage Loan,
(y) part of a group of Crossed Trust Mortgage Loans or (z) part of a group of
Trust Mortgage Loans made to affiliated Borrowers that, in each case, in the
aggregate, represents 5% or more of the aggregate outstanding principal balance
of the Mortgage Pool at such time or, with respect to a waiver of
"due-on-encumbrance" clause referred to in Section 3.08(b), 2% or more of the
aggregate outstanding Principal Balance of the Mortgage Pool at such time, or
(b) any one of the ten largest Trust Mortgage Loans (which for the purposes of
this definition shall include groups of Crossed Trust Mortgage Loans and groups
of Trust Mortgage Loans made to affiliated Borrowers) by outstanding principal
balance at such time.

            "Similar Law": Any federal, state or local law materially similar to
the provisions of Title I of ERISA or Section 4975 of the Code.

            "Single-Purpose Entity" or "SPE": A person, other than an
individual, whose organizational documents provide (with such exceptions as may
be approved by the Master Servicer or the Special Servicer in their respective
discretion, in each case in accordance with the Servicing Standard) that it is
formed solely for the purpose of owning and pledging Defeasance Collateral
relating to one or more Defeasance Mortgage Loans; shall not engage in any
business unrelated to such Defeasance Collateral; shall not have any assets
other than those related to its interest in the Defeasance Collateral and may
not incur any indebtedness other than as required to assume the defeased
obligations under the related Note or Notes that have been defeased; shall
maintain its own books, records and accounts, in each case which are separate
and apart from the books, records and accounts of any other Person; shall hold
regular meetings, as appropriate, to conduct its business, and shall observe all
entity level formalities and record-keeping; shall conduct business in its own
name and use separate stationery, invoices and checks; may not guarantee or
assume the debts or obligations of any other Person; shall not commingle its
assets or funds with those of any other Person; shall pay its obligations and
expenses and the salaries of its own employees from its own funds and allocate
and charge reasonably and fairly any common employees or overhead shared with
Affiliates; shall prepare separate tax returns and financial statements or, if
part of a consolidated group, shall be shown as a separate member of such group;
shall transact business with Affiliates on an arm's-length basis pursuant to
written agreements; shall hold itself out as being a legal entity, separate and
apart from any other Person; if such entity is a limited partnership, shall have
as its only general partners, general partners which are Single-Purpose Entities
which are corporations; if such entity is a corporation, at all relevant times,
has and will have at least one Independent Director; the board of directors of
such entity shall not take any action requiring the unanimous affirmative vote
of 100% of the members of the board of directors unless all of the directors,
including without limitation all Independent Directors, shall have participated
in such vote; shall not fail to correct any known misunderstanding regarding the
separate identity of such entity; if such entity is a limited liability company,
shall have at least one member that is a Single-Purpose Entity which is a
corporation, and such corporation shall be the managing member of such limited
liability company; shall hold its assets in its own name; except for the pledge
of such Defeasance Collateral, shall not pledge its assets for the benefit of
any other person or entity; shall not make loans or advances to any person or
entity; shall not identify its partners, members or shareholders, or any
affiliates of any of them as a division or part of it; if such entity is a
limited liability company, such entity shall dissolve only upon the bankruptcy
of the managing member, and such entity's articles of organization, certificate
of formation and/or operating agreement, as applicable, shall contain such
provision; if such entity is a limited liability company or limited partnership,
and such entity has one or more managing members or general partners, as
applicable, then such entity shall continue (and not dissolve) for so long as a
solvent managing member or general partner, as applicable, exists and such
entity's organizational documents shall contain such provision. The SPE's
organizational documents shall further prohibit any dissolution and winding up
and provide that any insolvency filing for such entity requires the unanimous
consent of all partners, directors (including without limitation all Independent
Directors) or members, as applicable, and that such documents may not be amended
with respect to the Single-Purpose Entity requirements so long as any
Certificates are outstanding.

            "Special Servicer": Midland, in its capacity as special servicer
hereunder with respect to the Mortgage Pool (other than the 450 Lexington Avenue
Loan) and any related REO Properties (other than any REO Property related to the
450 Lexington Avenue Loan), or any successor special servicer appointed as
herein provided.

            "Special Servicer Employees": As defined in Section 3.07(c).

            "Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and REO Mortgage Loan, the fee payable to the Special Servicer
pursuant to the first paragraph of Section 3.11(b).

            "Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan and each REO Mortgage Loan, 0.25% per annum.

            "Specially Designated Servicing Action": Any of the following
actions:

                  (i) any modification, waiver or amendment of a monetary term
            of a Mortgage Loan (other than a waiver of Penalty Charges) or a
            material non-monetary term (excluding any waiver of a "due-on-sale"
            or "due-on-encumbrance" clause, which is addressed in clause (viii)
            below and excluding the actions set forth in Section 3.20(a)(i) and
            Section 3.08(e)) of any (a) Specially Serviced Mortgage Loan or (b)
            Performing Trust Mortgage Loan with a Stated Principal Balance of
            $2,500,000 or more (or any Performing Trust Mortgage Loan (without
            regard to Stated Principal Balance) as to which the proposed
            modification is an extension of maturity);

                  (ii) any proposed or actual foreclosure upon or comparable
            conversion (which may include acquisition of an REO Property) of the
            ownership of properties securing such of the Specially Serviced
            Mortgage Loans as come into and continue in default;

                  (iii) any proposed or actual sale of an REO Property (other
            than in connection with the termination of the Trust Fund);

                  (iv) any determination to bring a Mortgaged Property securing
            a Specially Serviced Mortgaged Loan or an REO Property into
            compliance with applicable environmental laws or to otherwise
            address Hazardous Materials located at such Mortgaged Property or
            REO Property;

                  (v) any release of material real property collateral for a
            Specially Serviced Mortgage Loan or Performing Trust Mortgage Loan
            with a Stated Principal Balance of $2,500,000 or more (other than in
            each case in accordance with the terms of, or upon satisfaction in
            full of, such Mortgage Loan excluding any action set forth in
            Section 3.20(a)(i) and Section 3.08(e) or in connection with a
            defeasance or a pending or threatened condemnation action or a
            routine leasing action);

                  (vi) any acceptance of substitute or additional real property
            collateral for any Mortgage Loan (other than circumstances involving
            a Performing Trust Mortgage Loan with a Stated Principal Balance of
            less than $2,500,000 or where the acceptance of the substitute or
            additional collateral is not conditioned on obtaining the consent of
            the lender and is otherwise in accordance with the terms of the
            Mortgage Loan, in which event notice to the Series 2008-C1 Directing
            Certificateholder shall be required);

                  (vii) any releases of earn-out reserve funds or related
            letters of credit with respect to a Mortgaged Property securing a
            Mortgage Loan (other than in circumstances involving a Performing
            Trust Mortgage Loan with a Stated Principal Balance of less than
            $2,500,000 or such release is not conditioned on obtaining the
            consent of the lender and is otherwise in accordance with the terms
            of that Mortgage Loan, in which event notice to the Series 2008-C1
            Directing Certificateholder shall be required);

                  (viii) any acceptance of a discounted payoff with respect to a
            Specially Serviced Mortgage Loan;

                  (ix) any waiver of a "due-on-sale" or "due-on-encumbrance"
            clause with respect to any Specially Serviced Mortgage Loan or
            Performing Trust Mortgage Loan with a Stated Principal Balance of
            $2,500,000 or more; and/or

                  (x) any acceptance of an assumption agreement releasing a
            Borrower from liability under a Mortgage Loan.

            "Specially Serviced Mortgage Loan": As defined in Section 3.01(a).

            "Specially Serviced Trust Mortgage Loan": As defined in Section
3.01(a).

            "Startup Day": The Closing Date.

            "State Tax Laws": The state and local tax laws of the state in which
the office of the Trustee from which the Trust is administered or located, and
any other state, the applicability of which to the Trust Fund or either REMIC
Pool shall have been confirmed to the Trustee in writing either by the delivery
to the Trustee of an Opinion of Counsel to such effect (which Opinion of Counsel
shall not be at the expense of the Trustee), or by the delivery to the Trustee
of a written notification to such effect by the taxing authority of such state.

            "Stated Principal Balance": With respect to any Mortgage Loan (and
any successor REO Mortgage Loan), a principal balance which (a) initially shall
equal the unpaid principal balance thereof as of the related Due Date in April
2008 or, in the case of any Replacement Trust Mortgage Loan, as of the related
date of substitution, in any event after application of all payments of
principal due thereon on or before such date, whether or not received, and (b)
shall be permanently reduced on each subsequent Distribution Date (to not less
than zero) by (i) that portion, if any, of the Total Principal Distribution
Amount for such Distribution Date attributable to such Mortgage Loan (or
successor REO Mortgage Loan), and (ii) any Realized Loss incurred in respect of
such Mortgage Loan (or successor REO Mortgage Loan) during the related
Collection Period; provided that, if a Liquidation Event occurs in respect of
any Mortgage Loan or REO Property, then the "Stated Principal Balance" of such
Mortgage Loan or of the related REO Mortgage Loan, as the case may be, shall be
zero commencing as of the Distribution Date in the Collection Period next
following the Collection Period in which such Liquidation Event occurred.

            "Static Prepayment Premium": A form of prepayment consideration
payable in connection with any voluntary or involuntary principal prepayment
that is calculated solely as a specified percentage of the amount prepaid, which
percentage may change over time.

            "Sub-Servicer": Any Person engaged by the Master Servicer or the
Special Servicer to perform Servicing with respect to one or more Trust Mortgage
Loans or REO Properties, including any Primary Servicer.

            "Sub-Servicing Agreement": The subservicing agreements (as may be
amended from time to time) between the Master Servicer or the Special Servicer,
as the case may be, and any Sub-Servicer relating to servicing and
administration of Mortgage Loans by such Sub-Servicer as provided in Section
3.22, including any Primary Servicing Agreement.

            "Subordinate Certificate": Any of the Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O, Class P, Class Q, Class S, Class R, Class LR and
Class V Certificates.

            "Substitution Shortfall Amount": With respect to a substitution
pursuant to Section 2.03(b) hereof, an amount equal to the excess, if any, of
the Purchase Price of the Trust Mortgage Loan being replaced calculated as of
the date of substitution over the Stated Principal Balance of the related
Qualified Substitute Trust Mortgage Loan as of the date of substitution. In the
event that one or more Qualified Substitute Trust Mortgage Loans are substituted
(at the same time) for one or more Deleted Trust Mortgage Loans, the
Substitution Shortfall Amount shall be determined as provided in the preceding
sentence on the basis of the aggregate Purchase Prices of the Trust Mortgage
Loan or Trust Mortgage Loans being replaced and the aggregate Stated Principal
Balances of the related Qualified Substitute Trust Mortgage Loan or Qualified
Substitute Trust Mortgage Loans.

            "Successor Manager": As defined in Section 3.19(b).

            "Swap Agreement" shall mean the 1992 ISDA (Multi-Currency
Cross-Border) Master Agreement together with the related schedule, confirmation
and any annexes thereto, dated as of April 18, 2008, by and among the Swap
Counterparty and the Trustee, solely in its capacity as Trustee, on behalf of
the Trust, or any replacement interest rate swap agreement entered into by the
Trustee in accordance with the terms of Section 3.35.

            "Swap Counterparty" shall mean Morgan Stanley Capital Services Inc.
and its successors in interest or any swap counterparty under a replacement Swap
Agreement.

            "Swap Default" shall mean any failure on the part of the Swap
Counterparty to (i) make a required payment under the Swap Agreement as and when
due thereunder, (ii) post acceptable collateral or find an acceptable
replacement Swap Counterparty or (iii) find an acceptable replacement Swap
Counterparty after a ratings downgrade has occurred as required (with respect to
clauses (ii) and (iii) of this definition) by Part 1, Section (h)2 of the
Schedule to the Master Agreement in the related Swap Agreement.

            "Swap Upfront Payment" shall mean any payment made by the Swap
Counterparty to the Trustee (on behalf of the Depositor) on the Closing Date,
representing amounts due from the Swap Counterparty to the Depositor.

            "Swap Termination Fees" shall mean any fees, costs or expenses
payable by the Swap Counterparty to the Trust in connection with a Swap Default,
termination of the Swap Agreement or liquidation of the Swap Agreement, as
specified in the Swap Agreement

            "Tax Matters Person": With respect to either REMIC Pool, the Person
designated as the "tax matters person" of such REMIC Pool in the manner provided
under Treasury Regulations Section 1.860F-4(d) and temporary Treasury
Regulations Section 301.6231(a)(7)-1T, which Person shall, pursuant to Section
10.01(c), be the Plurality Residual Certificateholder.

            "Tax Returns": The federal income tax return on IRS Form 1066, U.S.
Real Estate Mortgage Investment Conduit Income (REMIC) Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holder of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed on
behalf of each REMIC Pool due to its classification as a REMIC under the REMIC
Provisions, and the federal income tax or information return on IRS Form 1041 or
IRS Form 1099, as applicable, or any successor form, to be filed on behalf of
either Grantor Trust Pool, together with any and all other information, reports
or returns that may be required to be furnished to the Certificateholders or
filed with the IRS under any applicable provisions of federal tax law or any
other governmental taxing authority under applicable state or local tax laws.

            "Termination Notice": As defined in Section 7.01(b).

            "Termination Price": As defined in Section 9.01.

            "Total Principal Distribution Adjustment Amount": As to any
Distribution Date, the sum of (i) the amount of any Nonrecoverable Advance that
was reimbursed to the Master Servicer, Special Servicer or Trustee and that was
deemed to have been reimbursed out of the Total Principal Distribution Amount,
in each case, with interest on such Advance, during the period since the
preceding Distribution Date, (ii) any Workout-Delayed Reimbursement Amount that
was reimbursed to the Master Servicer, Special Servicer or Trustee and that was
deemed to have been reimbursed out of the Total Principal Distribution Amount,
in each case, with interest on such Advance, during the period since the
preceding Distribution Date and (iii) if any Insurance and Condemnation Proceeds
or Liquidation Proceeds were received with respect to any Mortgage Loan or REO
Property, and/or any Mortgage Loan or REO Property is otherwise liquidated
(including by means of a Final Recovery Determination or the receipt of full,
partial, or discounted payoff), during the related Collection Period, an amount
equal to any Workout Fees and/or Liquidation Fees payable in connection
therewith.

            "Total Principal Distribution Amount": An amount equal to:

            (a) with respect to any Distribution Date prior to the Final
Distribution Date, the aggregate (without duplication) of the following--

                  (i) all payments of principal (including Principal
            Prepayments) received by or on behalf of the Trust with respect to
            the Trust Mortgage Loans during the related Collection Period, in
            each case net of any portion of the particular payment that
            represents a Late Collection of principal for which a P&I Advance
            was previously made for a prior Distribution Date or that represents
            the principal portion of a Monthly Payment due on or before the
            related Due Date in April 2008 or on a Due Date subsequent to the
            end of the related Collection Period,

                  (ii) all scheduled payments of principal due in respect of the
            Trust Mortgage Loans for their respective Due Dates occurring during
            the related Collection Period that were received by or on behalf of
            the Trust (other than as part of a Principal Prepayment) prior to
            the related Collection Period,

                  (iii) all Insurance and Condemnation Proceeds and Liquidation
            Proceeds received by or on behalf of the Trust with respect to any
            of the Trust Mortgage Loans during the related Collection Period
            that were identified and applied as recoveries of principal of such
            Trust Mortgage Loans in accordance with Section 1.03, in each case
            net of any portion of such proceeds that represents a Late
            Collection of principal due on or before the related Due Date in
            April 2008 or for which a P&I Advance was previously made for a
            prior Distribution Date,

                  (iv) all Insurance and Condemnation Proceeds, Liquidation
            Proceeds and REO Revenues received by or on behalf of the Trust in
            respect of any REO Properties during the related Collection Period
            that were identified and applied as recoveries of principal of the
            related REO Trust Mortgage Loans in accordance with Section 1.03, in
            each case net of any portion of such proceeds and/or revenues that
            represents a Late Collection of principal due on or before the
            related Due Date in April 2008 or for which a P&I Advance was
            previously made for a prior Distribution Date,

                  (v) the respective principal portions of all P&I Advances made
            in respect of the Trust Mortgage Loans and any REO Trust Mortgage
            Loans with respect to such Distribution Date; and

            (b) with respect to the Final Distribution Date, the aggregate
      Stated Principal Balance of the entire Mortgage Pool outstanding
      immediately prior to the Final Distribution Date.

            Notwithstanding the foregoing, (i) the Total Principal Distribution
Amount will be reduced for any Loan Group as to which funds were used therefrom
to reimburse Nonrecoverable Advances or Workout-Delayed Reimbursement Amounts
(as described in Section 1.05) on any Distribution Date by an amount equal to
the Total Principal Distribution Adjustment Amount calculated with respect to
such Distribution Date and (ii) the Total Principal Distribution Amount will be
increased for any Loan Group as to which funds were used therefrom to reimburse
Nonrecoverable Advances or Workout-Delayed Reimbursement Amounts on any
Distribution Date by the amount of any recovery occurring during the related
Collection Period of an amount that was previously advanced with respect to a
Trust Mortgage Loan if such Nonrecoverable Advance or any Workout-Delayed
Reimbursement Amount was previously reimbursed from Total Principal Distribution
Amounts from such Loan Group in a manner that resulted in a Total Principal
Distribution Adjustment Amount for such Loan Group on a prior Distribution Date.

            "Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.

            "Transfer Affidavit and Agreement": As defined in Section 5.02(d).

            "Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.

            "Transferor": Any Person who is disposing by Transfer any Ownership
Interest in a Certificate.

            "Trust": The trust created hereby.

            "Trust Fund": All of the assets of all the REMIC Pools, the Grantor
Trust Pools and the Cash Reserve Fund.

            "Trust Mortgage Loan": Each of the mortgage loans transferred and
assigned to the Trustee pursuant to Section 2.01, and from time to time held in
the Trust Fund, including any Replacement Trust Mortgage Loan. As used herein,
the term "Trust Mortgage Loan" includes the related Note, Mortgage and other
documents contained in the related Mortgage File and any related agreements.
Each mortgage loan identified on the Trust Mortgage Loan Schedule shall
constitute a single Trust Mortgage Loan, regardless of the number of promissory
notes that collectively evidence the same.

            "Trust Mortgage Loan Schedule": The list of Trust Mortgage Loans
transferred on the Closing Date to the Trustee as part of the Trust Fund,
attached hereto as Exhibits B-1, B-2 and B-3, collectively, which list sets
forth the following information with respect to each Trust Mortgage Loan:

                  (i) the loan number (as specified in Exhibit A-1 to the
            Prospectus Supplement);

                  (ii) the property name;

                  (iii) the street address (including city, state and zip code)
            of the related Mortgaged Property;

                  (iv) the Mortgage Rate in effect at the Cut-off Date;

                  (v) the Net Mortgage Rate in effect at the Cut-off Date;

                  (vi) the original principal balance;

                  (vii) the Cut-off Date Principal Balance;

                  (viii) the (a) remaining term to stated maturity, (b) Maturity
            Date and (c) with respect to each ARD Trust Mortgage Loan, the
            Anticipated Repayment Date;

                  (ix) the original and remaining amortization terms;

                  (x) the amount of the Monthly Payment due on the first Due
            Date following the Cut-off Date;

                  (xi) the number of units, pads, rooms or square footage with
            respect to the Mortgaged Property;

                  (xii) the Interest Accrual Period;

                  (xiii) the applicable Primary Servicing Fee Rate and the
            Master Servicing Fee Rate;

                  (xiv) the Due Date;

                  (xv) whether such loan is an ARD Trust Mortgage Loan;

                  (xvi) whether the Trust Mortgage Loan is subject to
            lockout/defeasance;

                  (xvii) whether the related Mortgaged Property was covered by
            earthquake insurance at the time of origination, or if the loan
            documents require such insurance;

                  (xviii) whether such Trust Mortgage Loan has the benefit of an
            Environmental Insurance Policy;

                  (xix) whether such Trust Mortgage Loan is secured by the
            related Borrower's interest in Ground Leases;

                  (xx) whether such Trust Mortgage Loan is secured by a Letter
            of Credit; and

                  (xxi) which Loan Group includes such Trust Mortgage Loan.

            Such Trust Mortgage Loan Schedule also shall set forth the aggregate
of the amounts described under clause (vii) above for all of the Trust Mortgage
Loans. Such list may be in the form of more than one list, collectively setting
forth all of the information required.

            "Trustee": Wells Fargo Bank, N.A., in its capacity as trustee and
its successors in interest, or any successor trustee appointed as herein
provided.

            "Trustee Account": As defined in Section 3.06(a).

            "Trustee Exception Report": As defined in Section 2.02(e).

            "Trustee Fee": The fee to be paid to the Trustee as compensation for
the Trustee's activities under this Agreement.

            "Trustee Fee Rate": 0.0026% per annum.

            "Trustee Report": As defined in Section 4.02(a).

            "UCC": The Uniform Commercial Code, as enacted in each applicable
state.

            "UCC Financing Statement": A financing statement filed or to be
filed pursuant to the UCC, as in effect in the relevant jurisdiction.

            "Uncertificated REMIC I Interests": Any of the Class LA-1, Class
LA-2, Class LA-2FL, Class LA-AB, Class LA-3, Class LA-M, Class LA-J, Class
LA-1-A, Class LB, Class L Class LD, Class LE, Class LF, Class LG, Class LH,
Class LJ, Class LK, Class LL, Class LM, Class LN, Class LO, Class LP, Class LQ
and Class LS Uncertificated Interests.

            "Uncovered Prepayment Interest Shortfall": As to any Distribution
Date and any Trust Mortgage Loan as to which a Principal Prepayment is made, the
excess, if any, of (i) the Prepayment Interest Shortfall relating to a Principal
Prepayment, if any, for such Trust Mortgage Loan as of such Distribution Date,
over (ii) the deposits made by the Master Servicer to the Trustee pursuant to
Section 3.02(c).

            "Uncovered Prepayment Interest Shortfall Amount": As to any
Distribution Date, the amount, if any, by which (i) the sum of the Uncovered
Prepayment Interest Shortfalls, if any, for such Distribution Date exceeds (ii)
the aggregate amount of Prepayment Interest Excesses, if any, on all Trust
Mortgage Loans for such Distribution Date.

            "Underwriters": Collectively, Credit Suisse, Morgan Stanley and
Deutsche Bank Securities Inc. (in the case of Deutsche Bank Securities Inc.,
other than with respect to the Class A-2 Certificates).

            "United States Securities Person": Any "U.S. person" as defined in
Rule 902(k) of Regulation S.

            "United States Tax Person": A citizen or resident of the United
States, a corporation, partnership (except to the extent provided in applicable
Treasury regulations), or other entity (including any entity treated as a
corporation or partnership for federal income tax purposes) created or organized
in, or under the laws of, the United States, any State or the District of
Columbia, or an estate whose income is includible in gross income for United
States federal income tax purposes regardless of its source, or a trust if a
court within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States Tax Persons have the
authority to control all substantial decisions of the trust, all within the
meaning of Section 7701(a)(30) of the Code (including certain trusts in
existence on August 20, 1996 that are eligible to elect to be treated as United
States Tax Persons).

            "Unpaid Interest Shortfall Amount": As to the first Distribution
Date and any Class of Regular Certificates, zero. As to any Distribution Date
after the first Distribution Date and any Class of Regular Certificates, the
amount, if any, by which the sum of the Interest Shortfall Amounts for such
Class for prior Distribution Dates exceeds the sum of the amounts distributed on
such Class on prior Distribution Dates in respect of such Interest Shortfall
Amounts.

            "Unrestricted Master Servicer Reports": Collectively, the CMSA
Delinquent Loan Status Report, CMSA Historical Loan Modification and Corrected
Mortgage Loan Report, CMSA Historical Liquidation Report, CMSA REO Status Report
and, if and to the extent filed with the Commission, such reports and files as
would, but for such filing, constitute Restricted Master Servicer Reports.

            "Voting Rights": The portion of the voting rights of all of the
Certificates, which is allocated to any Certificate. At all times during the
term of this Agreement and for any date of determination, the Voting Rights
shall be allocated among the various Classes of Certificateholders as follows:
(i) 1% in the case of the Class A-X Certificates; (ii) in the case of any Class
of Principal Balance Certificates (so long as any such Class of Certificates has
been transferred by Credit Suisse or an Affiliate thereof as part of the initial
offering of the Certificates and therefore such Class of Certificates is not
part of Credit Suisse's unsold allotment and so long as such Class of
Certificates is not being held by a Mortgage Loan Seller or any Affiliate
thereof), a percentage equal to the product of 99% and a fraction, the numerator
of which is equal to the then Class Principal Balance of such Class, and the
denominator of which is equal to the then aggregate Certificate Balance of the
Principal Balance Certificates and (iii) 0% for any Class of Principal Balance
Certificates for as long as any such Class of Certificates has not been
transferred by Credit Suisse or an Affiliate thereof as part of the initial
offering of the Certificates (and therefore such Class of Certificates is part
of Credit Suisse's unsold allotment) and for so long as such Class of
Certificates is being held by a Mortgage Loan Seller or any Affiliate thereof.
The Class R, Class LR and Class V Certificates will not be entitled to any
Voting Rights. Voting Rights allocated to a Class of Certificateholders shall be
allocated among such Certificateholders in proportion to the Percentage
Interests evidenced by their respective Certificates.

            "Website": Any of the internet website maintained by the Trustee
(initially located at "www.ctslink.com"), the website maintained by the Master
Servicer (initially located at www.keybank.com/key2cre), the website maintained
by the Special Servicer or the website maintained by the CMSA, as applicable.

            "Weighted Average Net Mortgage Pass-Through Rate": As to any
Distribution Date, the weighted average of the Net Mortgage Pass-Through Rates
of all the Trust Mortgage Loans and REO Mortgage Loans in the Mortgage Pool,
weighted based on their respective Stated Principal Balances immediately prior
to such Distribution Date.

            "Wells Fargo": As defined in the Preliminary Statement hereto.

            "WHFIT" has the meaning set forth in Section 12.5.

            "WHFIT Regulations" has the meaning set forth in Section 12.5.

            "Withheld Amounts": As defined in Section 3.28(a).

            "Workout-Delayed Reimbursement Amount": With respect to any Mortgage
Loan, the amount of any Advance made with respect to such Mortgage Loan on or
before the date such Mortgage Loan becomes a Corrected Mortgage Loan, together
with (to the extent accrued and unpaid) interest on such Advances, to the extent
that (i) such Advance is not reimbursed to the Person who made such Advance on
or before the date, if any, on which such Mortgage Loan becomes a Corrected
Mortgage Loan and (ii) the amount of such Advance becomes an obligation of the
Borrower to pay such amount under the terms of the modified Loan Documents. The
fact that any amount constitutes all or a portion of any Workout-Delayed
Reimbursement Amount shall not in any manner limit the right of any Person
hereunder to determine that such amount instead constitutes a Nonrecoverable
Advance.

            "Workout Fee": The fee designated as such, and paid or payable, as
the context may require, to the Special Servicer with respect to each Corrected
Mortgage Loan pursuant to Section 3.11(b).

            "Workout Fee Rate": 1.0%.

            "Yield Maintenance Charge": With respect to any Mortgage Loan, any
premium, fee or other additional amount paid or payable, as the context
requires, by a Borrower in connection with a Principal Prepayment on, or other
early collection of principal of, a Mortgage Loan, calculated, in whole or in
part, pursuant to a yield maintenance formula or otherwise pursuant to a formula
that reflects the lost interest, including a Yield Maintenance Minimum Amount.

            "Yield Maintenance Minimum Amount": With respect to a Mortgage Loan
that provides for a Yield Maintenance Charge to be paid in connection with any
Principal Prepayment thereon or other early collection of principal thereof, any
specified amount or specified percentage of the amount prepaid which constitutes
the minimum amount that such Yield Maintenance Charge may be.

            "Yield Rate": "With respect to any Trust Loan, a rate equal to a per
annum rate calculated by the linear interpolation of the yields, as reported in
the most recent "Federal Reserve Statistical Release H.15 - Selected Interest
Rates" under the heading U.S. Government Securities/Treasury constant maturities
published prior to the date of the relevant prepayment of any Loan, of U.S.
Treasury constant maturities with maturity dates (one longer, one shorter) most
nearly approximating the maturity date (or, with respect to ARD Mortgage Loans,
the Anticipated Repayment Date) of the Trust Mortgage Loan being prepaid or the
monthly equivalent of such rate. If Federal Reserve Statistical Release H.15 -
Selected Interest Rates is no longer published, the Master Servicer, on behalf
of the Trustee, will select a comparable publication to determine the Yield
Rate.

                  Section 1.02 General Interpretive Principles

            For purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

                  (i) the terms defined in this Agreement include the plural as
            well as the singular, and the use of any gender herein shall be
            deemed to include the other gender;

                  (ii) accounting terms not otherwise defined herein have the
            meanings assigned to them in accordance with GAAP as in effect from
            time to time;

                  (iii) references herein to "Articles," "Sections,"
            "Subsections," "Paragraphs" and other subdivisions without reference
            to a document are to designated Articles, Sections, Subsections,
            Paragraphs and other subdivisions of this Agreement;

                  (iv) a reference to a Subsection without further reference to
            a Section is a reference to such Subsection as contained in the same
            Section in which the reference appears, and this rule shall also
            apply to Paragraphs and other subdivisions;

                  (v) the words "herein," "hereof," "hereunder," "hereto,"
            "hereby" and other words of similar import refer to this Agreement
            as a whole and not to any particular provision; and

                  (vi) the terms "include" and "including" shall mean without
            limitation by reason of enumeration.

                  Section 1.03 Certain Calculations in Respect of the Mortgage
      Loans

            (a) All amounts collected by or on behalf of the Trust in respect of
any Cross-Collateralized Group, including any payments from Borrowers, Insurance
and Condemnation Proceeds and Liquidation Proceeds, shall be applied among the
Trust Mortgage Loans constituting such Cross-Collateralized Group in accordance
with the express provisions of the related Mortgage Loan Documents and, in the
absence of such express provisions, in accordance with the Servicing Standard.
All amounts collected by or on behalf of the Trust in respect of any Mortgage
Loan Combination, including any payments from Borrowers, Insurance and
Condemnation Proceeds and Liquidation Proceeds, shall be applied between the
related A Loan and B Loan in accordance with the express provisions of the
related Intercreditor Agreement. All amounts collected by or on behalf of the
Trust in respect of or allocable to any particular Trust Mortgage Loan (whether
or not such Trust Mortgage Loan is an A Loan or constitutes part of a
Cross-Collateralized Group), including any payments from Borrowers, Insurance
and Condemnation Proceeds or Liquidation Proceeds, shall be applied to amounts
due and owing under the related Mortgage Loan Documents (including for principal
and accrued and unpaid interest) in accordance with the express provisions of
the related Mortgage Loan Documents and, in the absence of such express
provisions or if and to the extent that such terms authorize the lender to use
its discretion, shall be applied as follows (net of portions thereof to be
payable to the Master Servicer, the Special Servicer or the Trustee pursuant to
the provisions of this Agreement): first, as a recovery of any related and
unreimbursed Servicing Advances and unreimbursed Nonrecoverable Advances and, if
applicable, unpaid Liquidation Expenses; second, as a recovery of accrued and
unpaid interest on such Trust Mortgage Loan to, but not including, the date of
receipt by or on behalf of the Trust (or, in the case of a full Monthly Payment
from any Borrower, through the related Due Date), exclusive, however, of any
portion of such accrued and unpaid interest that constitutes Default Interest
or, in the case of an ARD Trust Mortgage Loan after its Anticipated Repayment
Date, that constitutes Excess Interest, third, as a recovery of any related
Nonrecoverable Advances (and Advance Interest thereon) and Workout-Delayed
Reimbursement Amounts that were paid from principal collections on the Trust
Mortgage Loans; fourth, as a recovery of principal of such Trust Mortgage Loan
then due and owing, including by reason of acceleration of the Trust Mortgage
Loan following a default thereunder (or, if a Liquidation Event has occurred in
respect of such Trust Mortgage Loan, as a recovery of principal to the extent of
its entire remaining unpaid principal balance); fifth, unless a Liquidation
Event has occurred in respect of such Trust Mortgage Loan, as a recovery of
amounts to be currently applied to the payment of, or escrowed for the future
payment of, real estate taxes, assessments, insurance premiums, ground rents (if
applicable) and similar items; sixth, as a recovery of any Penalty Charges then
due and owing under such Trust Mortgage Loan; seventh, as a recovery of any
Yield Maintenance Charge then due and owing under such Trust Mortgage Loan;
eighth, as a recovery of any assumption fees and modification fees then due and
owing under such Trust Mortgage Loan; ninth, as a recovery of any other amounts
then due and owing under such Trust Mortgage Loan other than remaining unpaid
principal and, in the case of an ARD Trust Mortgage Loan after its Anticipated
Repayment Date, other than Excess Interest; tenth, as a recovery of any
remaining principal of such Trust Mortgage Loan to the extent of its entire
remaining unpaid principal balance; and, eleventh, in the case of an ARD Trust
Mortgage Loan after its Anticipated Repayment Date, as a recovery of accrued and
unpaid Excess Interest on such ARD Trust Mortgage Loan to but not including the
date of receipt by or on behalf of the Trust.

            (b) Collections by or on behalf of the Trust in respect of each REO
Property (exclusive of amounts to be applied to the payment of the costs of
operating, managing, maintaining and disposing of such REO Property and, if such
REO Property relates to a Mortgage Loan Combination, exclusive of amounts
payable to the related B Loan Holder in accordance with the related
Intercreditor Agreement, and net of portions of such collections to be payable
to the Master Servicer, the Special Servicer or the Trustee pursuant to the
provisions of this Agreement) shall be treated: first, as a recovery of any
related and unreimbursed Servicing Advances and unreimbursed Nonrecoverable
Advances and, if applicable, unpaid Liquidation Expenses; second, as a recovery
of accrued and unpaid interest on the related REO Trust Mortgage Loan to, but
not including, the Due Date in the Collection Period of receipt by or on behalf
of the Trust, exclusive, however, of any portion of such accrued and unpaid
interest that constitutes Default Interest or, in the case of an REO Trust
Mortgage Loan that relates to an ARD Trust Mortgage Loan after its Anticipated
Repayment Date, that constitutes Excess Interest; third, as a recovery of any
related Nonrecoverable Advances (and Advance Interest thereon) and
Workout-Delayed Reimbursement Amounts that were paid from principal collections
on the Trust Mortgage Loans; fourth, as a recovery of principal of the related
REO Trust Mortgage Loan to the extent of its entire unpaid principal balance;
fifth, as a recovery of any Penalty Charges deemed to be due and owing in
respect of the related REO Trust Mortgage Loan; sixth, as a recovery of any
Yield Maintenance Charge deemed to be due and owing in respect of the related
REO Trust Mortgage Loan; seventh, as a recovery of any other amounts deemed to
be due and owing in respect of the related REO Trust Mortgage Loan (other than,
in the case of an REO Trust Mortgage Loan that relates to an ARD Trust Mortgage
Loan after its Anticipated Repayment Date, accrued and unpaid Excess Interest);
and eighth, in the case of an REO Trust Mortgage Loan that relates to an ARD
Trust Mortgage Loan after its Anticipated Repayment Date, as a recovery of any
accrued and unpaid Excess Interest on such REO Trust Mortgage Loan to but not
including the date of receipt by or on behalf of the Trust.

            (c) For the purposes of this Agreement, Excess Interest on an ARD
Trust Mortgage Loan or a successor REO Trust Mortgage Loan with respect thereto
shall be deemed not to constitute principal or any portion thereof and shall not
be added to the unpaid principal balance or Stated Principal Balance of such ARD
Trust Mortgage Loan or successor REO Trust Mortgage Loan, notwithstanding that
the terms of the related loan documents so permit. To the extent any Excess
Interest is not paid on a current basis, it shall be deemed to be deferred
interest.

            (d) The foregoing applications of amounts received in respect of any
Mortgage Loan, Mortgage Loan Combination or REO Property shall be determined by
the Master Servicer and reflected in the appropriate monthly report from the
Master Servicer and in the appropriate monthly Trustee Report as provided in
Section 4.02.

            (e) [Reserved]

            (f) Any Mortgage Loan payment is deemed to be received on the date
such payment is actually received by the Master Servicer, the Special Servicer
or the Trustee; provided, however, that for purposes of calculating
distributions on the Certificates, (i) any voluntary Principal Prepayment made
on a date other than the related Due Date and in connection with which the
Master Servicer has collected interest thereon through the end of the related
Mortgage Interest Accrual Period shall be deemed to have been made, and the
Master Servicer shall apply such Principal Prepayment to reduce the outstanding
principal balance of the related Mortgage Loan as if such Principal Prepayment
had been received, on the following Due Date (so long as such next following Due
Date is in the same Collection Period as the actual date of receipt) and (ii)
all other Principal Prepayments with respect to any Mortgage Loan are deemed to
be received on the date they are applied to reduce the outstanding principal
balance of such Mortgage Loan.

            (g) Notwithstanding the terms of any Trust Mortgage Loan, the Master
Servicer shall be entitled to the payment of any Penalty Charge actually
collected on each Trust Mortgage Loan (other than the 450 Lexington Avenue
Mortgage Loan) during the period that such Trust Mortgage Loan is not a
Specially Serviced Mortgage Loan, but only to the extent that (A) all amounts
then due and payable with respect to such Trust Mortgage Loan (including
outstanding interest on all Advances accrued with respect to such Trust Mortgage
Loan) have been paid, (B) the Trust Fund has been reimbursed with respect to any
Advances made with respect to such Trust Mortgage Loan, together with interest
thereon if such interest was paid to the Master Servicer, Special Servicer or
the Trustee, as applicable, from a source of funds other than Penalty Charges
collected on such Trust Mortgage Loan and (C) the Trust Fund has been reimbursed
for any Additional Trust Fund Expenses incurred since the Closing Date with
respect to the Mortgage Pool including any previously paid from a source other
than Penalty Charges on all of the Trust Mortgage Loans in the Mortgage Pool.

            (h) Any reference to the Certificate Balance of any Class of
Certificates or the Class A-2FL Regular Interest on or as of a Distribution Date
shall refer to the Certificate Balance of such Class of Certificates or such
Class A-2FL Regular Interest on such Distribution Date after giving effect to
(a) any distributions made on such Distribution Date pursuant to Section 4.01(a)
and (b) any Realized Loss allocated to such Class on such Distribution Date
pursuant to Section 4.04.

                  Section 1.04 Crossed Trust Mortgage Loans

            Notwithstanding anything herein to the contrary, it is hereby
acknowledged that the groups of Trust Mortgage Loans identified on the Trust
Mortgage Loan Schedule as being cross-collateralized with each other are, in the
case of each such particular group of Trust Mortgage Loans, by their terms,
cross-defaulted and cross-collateralized with each other. For purposes of
reference only in this Agreement, and without in any way limiting the servicing
rights and powers of the Master Servicer and/or the Special Servicer, with
respect to any Crossed Trust Mortgage Loan (or successor REO Trust Mortgage
Loan), the Mortgaged Property (or REO Property) that relates or corresponds
thereto shall be the property identified in the Trust Mortgage Loan Schedule as
corresponding thereto. The provisions of this Agreement, including each of the
defined terms set forth in Section 1.01, shall be interpreted in a manner
consistent with this Section 1.04; provided that, if there exists with respect
to any Cross-Collateralized Group only one original of any document referred to
in the definition of "Mortgage File" covering all the Trust Mortgage Loans in
such Cross-Collateralized Group, then the inclusion of the original of such
document in the Mortgage File for any of the Trust Mortgage Loans constituting
such Cross-Collateralized Group shall be deemed an inclusion of such original in
the Mortgage File for each such Trust Mortgage Loan.

                  Section 1.05 Certain Adjustments to the Principal
      Distributions on the Certificates

(a) If, in accordance with the provisions of this Agreement, any party hereto is
reimbursed out of general collections (but solely principal collections with
respect to Workout-Delayed Reimbursement Amounts) on the Mortgage Pool on
deposit in the Collection Account for any Nonrecoverable Advance or any
Workout-Delayed Reimbursement Amount (in each case, together with interest
accrued and payable thereon), then (for purposes of calculating distributions on
the Certificates) such reimbursement and payment of interest shall be deemed to
have been made:

            first, out of any amounts then on deposit in the Collection Account
      that represent payments or other collections of principal received by the
      Trust with respect to the Mortgage Pool that, but for their application to
      reimburse a Nonrecoverable Advance or Workout-Delayed Reimbursement
      Amount, as applicable, and/or to pay interest thereon, would be included
      in the Available Distribution Amount for any subsequent Distribution Date;

            second, out of any amounts representing payments or other
      collections of principal received by the Trust with respect to the other
      Loan Group that, but for their application to reimburse a Nonrecoverable
      Advance or Workout-Delayed Reimbursement Amount and/or to pay interest
      thereon, would be included in the Available Distribution Amount for any
      subsequent Distribution Date;

            third, out of any amounts (but solely principal collections with
      respect to Workout-Delayed Reimbursement Amounts unless it has been
      determined in accordance with this Agreement that such Workout-Delayed
      Reimbursement Amounts are Nonrecoverable Advances) representing any other
      payments or other collections received by the Trust with respect to the
      Loan Group to which such Trust Mortgage Loan generating the Nonrecoverable
      Advance or Workout-Delayed Reimbursement Amount belongs that, but for
      their application to reimburse a Nonrecoverable Advance or Workout-Delayed
      Reimbursement Amount and/or to pay interest thereon, would be included in
      the Available Distribution Amount for any subsequent Distribution Date;

            fourth, out of any amounts (but solely principal collections with
      respect to Workout-Delayed Reimbursement Amounts unless it has been
      determined in accordance with this Agreement that such Workout-Delayed
      Reimbursement Amounts are Nonrecoverable Advances) representing any other
      payments or other collections received by the Trust with respect to the
      other Loan Group that, but for their application to reimburse a
      Nonrecoverable Advance or Workout-Delayed Reimbursement Amount and/or to
      pay interest thereon, would be included in the Available Distribution
      Amount for any subsequent Distribution Date; and

            fifth, out of any other amounts (but solely principal collections
      with respect to Workout-Delayed Reimbursement Amounts unless it has been
      determined in accordance with this Agreement that such Workout-Delayed
      Reimbursement Amounts are Nonrecoverable Advances) that may be available
      in the Collection Accounts, as a collective whole, and/or the Distribution
      Account to reimburse the subject Nonrecoverable Advance or Workout-Delayed
      Reimbursement Amount and/or to pay interest thereon.

            (b) If and to the extent that any payment or other collection of
principal of any Trust Mortgage Loan or REO Trust Mortgage Loan is deemed to be
applied in accordance with clauses first and/or second of the preceding
paragraph to reimburse a Nonrecoverable Advance or Workout-Delayed Reimbursement
Amount, as applicable, or in each case, to pay interest thereon (and further, if
and to the extent that such payment or other collection of principal constitutes
part of the Total Principal Distribution Amount for any Distribution Date, then
the Total Principal Distribution Amount for such Distribution Date shall be
reduced by the portion, if any, of such payment or other collection of principal
that, but for the application of this paragraph, would have been included as
part of such Total Principal Distribution Amount), then (for purposes of
calculating distributions on the Certificates) such reimbursement and/or such
payment of interest shall be deemed to have been made out of any amounts then on
deposit in the Distribution Account that represent payments or other collections
of principal received by the Trust, first, from such principal payments or
collections that are allocated to the Loan Group to which such Trust Mortgage
Loan generating the Nonrecoverable Advance or Workout-Delayed Reimbursement
Amount belongs, and second, from such principal payments or collections
allocated to the other Loan Group that, in either case, but for their
application to reimburse a Nonrecoverable Advance or Workout-Delayed
Reimbursement Amount and/or to pay interest thereon, would be included in the
Available Distribution Amount for any Distribution Date.

            (c) If and to the extent that any Advance is determined to be a
Nonrecoverable Advance or Workout-Delayed Reimbursement Amount, as applicable,
such Advance is reimbursed out of general collections on the Mortgage Pool as
contemplated by Section 1.05(a) and the particular item for which such
Nonrecoverable Advance or Workout-Delayed Reimbursement Amount was originally
made is subsequently collected out of payments or other collections in respect
of the related Trust Mortgage Loan, then the Total Principal Distribution Amount
for the Distribution Date that corresponds to the due period in which such item
was recovered shall be increased by an amount equal to the lesser of (A) the
amount of such item and (B) any previous reduction in the Total Principal
Distribution Amount for a prior Distribution Date pursuant to Section 1.05(b)
resulting from the reimbursement of the subject Advance and/or the payment of
interest thereon.

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

                  Section 2.01 Conveyance of Original Trust Mortgage Loans

            (a) It is the intention of the parties hereto that a common law
trust be established under the laws of the State of New York pursuant to this
Agreement and, further, that such trust be designated as "Credit Suisse First
Boston Mortgage Securities Trust 2008-C1." Wells Fargo is hereby appointed, and
does hereby agree to act, as Trustee hereunder and, in such capacity, to hold
the Trust Fund in trust for the exclusive use and benefit of all present and
future Certificateholders and B Loan Holders (as their interests may appear). It
is not intended that this Agreement create a partnership or a joint-stock
association.

            The Depositor, concurrently with the execution and delivery hereof,
does hereby assign, sell, transfer, set over and otherwise convey to the
Trustee, without recourse, for the benefit of the Certificateholders all the
right, title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in, to and under (i) the Original
Trust Mortgage Loans, (ii) the Mortgage Loan Purchase Agreements and (iii) all
other assets included or to be included in the Trust Fund. Such assignment
includes all interest and principal received or receivable on or with respect to
the Original Trust Mortgage Loans (other than payments of principal and interest
due and payable on the Original Trust Mortgage Loans on or before the Cut-off
Date and Principal Prepayments paid on or before the Cut-off Date). The transfer
of the Original Trust Mortgage Loans and the related rights and property
accomplished hereby is absolute and, notwithstanding Section 11.07, is intended
by the parties to constitute a sale.

            Under GAAP, the Depositor shall report and cause all of its records
to reflect: (i) its acquisition of the Column Trust Mortgage Loans from Column,
pursuant to the Column Mortgage Loan Purchase Agreement, as a purchase of such
Trust Mortgage Loans from Column, (ii) its acquisition of the KeyBank Trust
Mortgage Loans from KeyBank, pursuant to the KeyBank Mortgage Loan Purchase
Agreement, as a purchase of such Trust Mortgage Loans from KeyBank, (iii) its
acquisition of the National City Trust Mortgage Loans from National City,
pursuant to the National City Mortgage Loan Purchase Agreement, as a purchase of
such Trust Mortgage Loans from National City, and (iv) its transfer of the
Original Trust Mortgage Loans to the Trust, pursuant to this Section 2.01(a), as
a sale of such Trust Mortgage Loans to the Trust; provided that, in the case of
the transactions described in clauses (i) through (iv) of this sentence, the
Depositor shall do so only upon the sale of Certificates representing at least
10% of the aggregate fair value of all the Certificates to parties that are not
Affiliates of the Depositor. Regardless of its treatment of the transfer of the
Original Trust Mortgage Loans to the Trust under GAAP, the Depositor shall at
all times following the Closing Date cause all of its records and financial
statements and any relevant consolidated financial statements of any direct or
indirect parent clearly to reflect that the Original Trust Mortgage Loans have
been transferred to the Trust and are no longer available to satisfy claims of
the Depositor's creditors.

            (b) In connection with the Depositor's assignment pursuant to
Section 2.01(a), the Depositor shall direct, and hereby represents and warrants
that it has directed, each Mortgage Loan Seller pursuant to the related Mortgage
Loan Purchase Agreement to deliver to and deposit with, or cause to be delivered
to and deposited with, the Trustee, on or before the Closing Date, the Mortgage
File (except item (xx) of the definition of "Mortgage File") for each Original
Trust Mortgage Loan so assigned.

            Notwithstanding the foregoing, if any Mortgage Loan Seller cannot
deliver, or cause to be delivered as to any Trust Mortgage Loan, the original
Note, such Mortgage Loan Seller shall deliver a copy or duplicate original of
such Note, together with an affidavit and indemnity substantially in the form
attached as Exhibit J hereto, certifying that the original thereof has been lost
or destroyed.

            Notwithstanding the foregoing, if any Mortgage Loan Seller cannot
deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents
and/or instruments referred to in clauses (ii), (iv), (viii), (xi) (other than
assignments of UCC Financing Statements to be filed in accordance with the
transfer contemplated by the related Mortgage Loan Purchase Agreement), (xii)
and (xiv) (other than assignments of UCC Financing Statements to be filed in
accordance with the transfer contemplated by the related Mortgage Loan Purchase
Agreement) of the definition of "Mortgage File," with evidence of recording or
filing thereon, solely because of a delay caused by the public recording or
filing office where such document or instrument has been delivered for
recordation or filing, the delivery requirements of the related Mortgage Loan
Purchase Agreement and this Section 2.01(b) shall be deemed to have been
satisfied and such non-delivered document or instrument shall be deemed to have
been included in the Mortgage File if: (i) a photocopy or duplicate original of
such non-delivered document or instrument (certified by the applicable public
recording or filing office, the applicable title insurance company or such
Mortgage Loan Seller to be a true and complete copy of the original thereof
submitted for recording or filing) is delivered to the Trustee, on or before the
Closing Date; and (ii) either the original of such non-delivered document or
instrument, or a photocopy thereof (certified by the appropriate public
recording or filing office to be a true and complete copy of the original
thereof submitted for recording or filing), with evidence of recording or filing
thereon, is delivered to the Trustee within 120 days of the Closing Date, which
period may be extended up to two times, in each case for an additional period of
45 days (provided that the related Mortgage Loan Seller, as certified in writing
to the Trustee prior to each such 45-day extension, is in good faith attempting
to obtain from the appropriate county recorder's office such original or
photocopy).

            Notwithstanding the foregoing, if any Mortgage Loan Seller cannot
deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents
and/or instruments referred to in clauses (ii), (iv), (viii), (xi) (other than
assignments of UCC Financing Statements to be filed in accordance with the
transfer contemplated by the related Mortgage Loan Purchase Agreement), (xii)
and (xiv) (other than assignments of UCC Financing Statements to be filed in
accordance with the transfer contemplated by the related Mortgage Loan Purchase
Agreement) of the definition of "Mortgage File," with evidence of recording or
filing thereon, for any other reason, including, without limitation, that such
non-delivered document or instrument has been lost, the delivery requirements of
the related Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be
deemed to have been satisfied and such non-delivered document or instrument
shall be deemed to have been included in the Mortgage File if a photocopy of
such non-delivered document or instrument (with evidence of recording or filing
thereon and certified by the appropriate recording or filing office to be a true
and complete copy of the original thereof submitted for recording or filing) is
delivered to the Trustee on or before the Closing Date.

            Notwithstanding the foregoing, if any Mortgage Loan Seller fails to
deliver a UCC Financing Statement assignment on or before the Closing Date as
required above solely because the related UCC Financing Statement has not been
returned to such Mortgage Loan Seller by the applicable filing office and such
Mortgage Loan Seller has so notified the Trustee, such Mortgage Loan Seller
shall not be in breach of its obligations with respect to such delivery;
provided that such Mortgage Loan Seller promptly forwards such UCC Financing
Statement to the Trustee upon its return, together with the related original UCC
Financing Statement assignment in a form appropriate for filing.

            None of the Trustee, the Master Servicer or the Special Servicer
shall be liable for any failure by any Mortgage Loan Seller or the Depositor to
comply with the delivery requirements of the Mortgage Loan Purchase Agreements
and this Section 2.01(b).

            (c) At the expense of the related Mortgage Loan Seller, the Trustee
(directly or through its designee) shall, as to each Trust Mortgage Loan, use
its best efforts to promptly (and in any event no later than the later of (i)
120 days after the Closing Date (or, in the case of a Replacement Trust Mortgage
Loan, the related date of substitution) and (ii) 60 days from receipt of
documents in form suitable for recording or filing, as applicable, including,
without limitation, all necessary recording and filing information) cause to be
submitted for recording or filing, as the case may be, each assignment referred
to in clauses (iii) and (v) of the definition of "Mortgage File" and each UCC
Financing Statement assignment to the Trustee referred to in clauses (xi) and
(xiv) of the definition of "Mortgage File." Unless otherwise indicated on any
documents provided to the Trustee, the Trustee shall file each such UCC
Financing Statement assignment in the state of incorporation or organization of
the related Borrower; provided that the related Mortgage Loan Seller shall have
filed, if necessary, an initial UCC Financing Statement under the Revised
Article 9 in lieu of continuation in such jurisdiction. Each such assignment
shall reflect that it should be returned by the public recording office to the
Trustee following recording, and each such UCC Financing Statement assignment
shall reflect that the file copy thereof should be returned to the Trustee
following filing. If any such document or instrument is lost or returned
unrecorded or unfiled because of a defect therein, the Trustee shall prepare or
cause to be prepared a substitute therefor or cure such defect, as the case may
be, and thereafter the Trustee shall upon receipt thereof cause the same to be
duly recorded or filed, as appropriate. The respective Mortgage Loan Purchase
Agreements provide for the reimbursement of the Trustee, in each case by the
related Mortgage Loan Seller, for the Trustee's costs and expenses incurred in
performing its obligation under this Section 2.01(c).

            Notwithstanding the foregoing, any Mortgage Loan Seller may elect,
at its sole cost and expense, to engage a third party contractor to prepare or
complete in proper form for filing and recording any and all of the assignments
described in the immediately preceding paragraph, with respect to the Trust
Mortgage Loans conveyed by it to the Depositor (or, in the case of a Replacement
Trust Mortgage Loan, to the Trustee) under the applicable Mortgage Loan Purchase
Agreement, to submit such assignments for filing and recording, as the case may
be, in the applicable public filing and recording offices and to deliver such
assignments to the Trustee or its designee as such assignments (or certified
copies thereof) are received from the applicable filing and recording offices
with evidence of such filing or recording indicated thereon.

            (d) In connection with the Depositor's assignment pursuant to
Section 2.01(a), the Depositor shall direct, and hereby represents and warrants
that it has directed, each Mortgage Loan Seller pursuant to the related Mortgage
Loan Purchase Agreement to deliver to and deposit with, or cause to be delivered
to and deposited with, the Master Servicer, within 10 Business Days after the
Closing Date, all documents and records in the Depositor's or the applicable
Mortgage Loan Seller's possession relating to the Trust Mortgage Loans
(including reserve and escrow agreements, rent rolls, leases, environmental and
engineering reports, third-party underwriting reports, appraisals, surveys,
legal opinions, financial statements, operating statements and any other
information provided by the respective Borrower from time to time and any other
documents in the related Servicing File, but excluding any draft documents,
attorney/client privileged communications and documents prepared by such
Mortgage Loan Seller or any of its Affiliates solely for internal communication,
credit underwriting or due diligence analyses, except for the underwriting
information contained in the underwriting memorandum or asset summary report
prepared by the such Mortgage Loan Seller in connection with the preparation of
Exhibit A-1 to the Prospectus Supplement) that are not required to be a part of
a Mortgage File in accordance with the definition thereof, and all such items
shall be held by the Master Servicer on behalf of the Trustee in trust for the
benefit of the Certificateholders (and, insofar as such items relate to a B
Loan, the related B Loan Holder).

            In addition, with respect to each Mortgage Loan under which any
Additional Collateral is in the form of a Letter of Credit as of the Closing
Date, the Depositor hereby represents and warrants that it has contractually
obligated the related Mortgage Loan Seller to cause to be prepared, executed and
delivered to the issuer of each such Letter of Credit such notices, assignments
and acknowledgments as are required under such Letter of Credit to assign,
without recourse, to (and vest in) the Trustee such party's rights as the
beneficiary thereof and drawing party thereunder, such assignment to be
evidenced by an acknowledgement of the issuer or a reissued letter of credit
delivered to the Master Servicer or the Trustee.

            (e) In connection with the Depositor's assignment pursuant to
Section 2.01(a), the Depositor shall deliver, and hereby represents and warrants
that it has delivered, to the Trustee, the Master Servicer and the Special
Servicer, on or before the Closing Date, a fully executed original counterpart
or copy of each Mortgage Loan Purchase Agreement, as in full force and effect,
without amendment or modification, on the Closing Date.

            (f) The Depositor shall use reasonable efforts to require that,
promptly after the Closing Date, but in all events within three Business Days
after the Closing Date, each Mortgage Loan Seller shall cause all funds on
deposit in escrow accounts maintained with respect to the Original Trust
Mortgage Loans in the name of such Mortgage Loan Seller or any other name, to be
transferred to the Master Servicer (or a Sub-Servicer at the direction of the
Master Servicer) for deposit into Servicing Accounts.

            (g) For purposes of this Section 2.01, and notwithstanding any
contrary provision hereof or of the definition of "Mortgage File," if there
exists with respect to any group of Crossed Trust Mortgage Loans only one
original or certified copy of any document or instrument described in the
definition of "Mortgage File" which pertains to all of the Crossed Trust
Mortgage Loans in such group of Crossed Trust Mortgage Loans, the inclusion of
the original or certified copy of such document or instrument in the Mortgage
File for any of such Crossed Trust Mortgage Loans and the inclusion of a copy of
such original or certified copy in each of the Mortgage Files for the other
Crossed Trust Mortgage Loans in such group of Crossed Trust Mortgage Loans shall
be deemed the inclusion of such original or certified copy in the Mortgage Files
for each such Crossed Trust Mortgage Loan.

                  Section 2.02 Acceptance by Trustee

            (a) The Trustee, by the execution and delivery of this Agreement,
acknowledges receipt by it, subject to the provisions of Sections 2.01 and
2.02(d), to any exceptions noted on the Trustee Exception Report, to the review
as of the Closing Date of an original Mortgage Note endorsed to the Trustee,
and, thereafter, to the further review provided for in Section 2.02(b), of the
Notes, a fully executed original counterpart of each Mortgage Loan Purchase
Agreement and of all other assets included in the Trust Fund, in good faith and
without notice of any adverse claim, and declares that it holds and will hold
such documents and any other documents delivered or caused to be delivered by
the Mortgage Loan Sellers constituting the Mortgage Files, and that it holds and
will hold such other assets included in the Trust Fund, in trust for the
exclusive use and benefit of all present and future Certificateholders; provided
that to the extent that a Mortgage File relates to an A Loan, the Trustee shall
also hold such Mortgage File in the trust on behalf of the related B Loan
Holders; provided, further, that the Trustee or any Custodian appointed by the
Trustee pursuant to Section 8.12 shall hold any Letter of Credit in a custodial
capacity only and shall have no obligation to maintain, extend the term of,
enforce or otherwise pursue any rights under such Letter of Credit which
obligation the Master Servicer hereby undertakes.

            (b) Within 90 days of the Closing Date, the Trustee shall review
and, subject to Sections 2.01 and 2.02(d), certify in writing (substantially in
the form attached hereto as Exhibit O) to each of the Depositor, the Master
Servicer, the Special Servicer and the related Mortgage Loan Seller that, as to
each Trust Mortgage Loan listed in the Trust Mortgage Loan Schedule (other than
any Trust Mortgage Loan paid in full and any Trust Mortgage Loan specifically
identified in any exception report annexed thereto as not being covered by such
certification), (i) all documents specified in clauses (i) through (v), (ix),
(xi), (xii), (xvi) and (xviii) of the definition of "Mortgage File" and all
documents specified on the related Mortgage Loan checklist are in its
possession, and (ii) all documents delivered or caused to be delivered by such
Mortgage Loan Seller constituting the Mortgage Files have been received, appear
to have been executed, appear to be what they purport to be, purport to be
recorded or filed (if recordation or filing is specified for such document in
the definition of "Mortgage File") and have not been torn, mutilated or
otherwise defaced, and that such documents appear to relate to the Trust
Mortgage Loans identified on the Trust Mortgage Loan Schedule.

            (c) The Trustee shall review each of the Mortgage Loan Documents
received after the Closing Date; and, on or about 90 days following the Closing
Date, 180 days following the Closing Date, the first anniversary of the Closing
Date, 180 days following the first anniversary of the Closing Date, 270 days
following the first anniversary of the Closing Date and on the second
anniversary of the Closing Date, the Trustee shall, subject to Sections 2.01 and
2.02(d), certify in writing to each of the Depositor, the Master Servicer, the
Special Servicer and the related Mortgage Loan Seller that, as to each Trust
Mortgage Loan listed on the Trust Mortgage Loan Schedule (other than the 450
Lexington Avenue Loan) (excluding any Trust Mortgage Loan as to which a
Liquidation Event has occurred or any Trust Mortgage Loan specifically
identified in any exception report annexed thereto as not being covered by such
certification), (i) all documents specified in clauses (i) through (v), (ix),
(xi), (xii), (xvi) and (xviii) of the definition of "Mortgage File" are in its
possession and all documents specified on the related Mortgage Loan checklist,
(ii) it has received either a recorded original of each of the assignments
specified in clause (iii) and clause (v) of the definition of "Mortgage File,"
or, insofar as an unrecorded original thereof had been delivered or caused to be
delivered by such Mortgage Loan Seller, a copy of such recorded original
certified by the applicable public recording office to be true and complete, and
(iii) all such Mortgage Loan Documents have been received, have been executed,
appear to be what they purport to be, purport to be recorded or filed (if
recordation or filing is specified for such document in the definition of
"Mortgage File") and have not been torn, mutilated or otherwise defaced, and
that such documents relate to the Trust Mortgage Loans identified on the Trust
Mortgage Loan Schedule. Further, with respect to the documents described in
clause (xi) of the definition of the Mortgage File, the Trustee may assume, for
purposes of the certification delivered pursuant to this Section 2.02(c), that
the related Mortgage File should include one state level UCC Financing Statement
filing in the state of incorporation of the related Borrower for each Mortgaged
Property, or, with respect to any Mortgage Loan that has two or more Borrowers,
one state level UCC Financing Statement filing in the state of incorporation of
each such Borrower. The Trustee shall, upon request, provide the Master Servicer
with recording and filing information as to recorded Mortgages, Assignments of
Lease and UCC Financing Statements to the extent that the Trustee receives them
from the related recording offices.

            With respect to the 450 Lexington Avenue Loan, within 90 days of the
Closing Date, the Trustee shall certify in writing to each of the Depositor, the
Master Servicer, the Special Servicer and the related Mortgage Loan Seller that
the original note specified in clause (i) of the definition of "Mortgage File"
(or a copy of such note, together with a lost note affidavit and indemnity
certifying that the original of such Note has been lost) and the originals of
all prior and intervening assignments and endorsements of such note and a copy
of each document specified such paragraph has been received by the Trustee or a
custodian on its behalf, appear to have been executed (if required), appear to
be what they purport to be and have not been torn, mutilated or otherwise
defaced, and that such documents appear to relate to the 450 Lexington Avenue
Mortgage Loan.

            (d) It is herein acknowledged that the Trustee is not under any duty
or obligation (i) to determine whether any of the documents specified in clauses
(vi), (vii), (viii), (x), (xiii), (xiv), (xv), (xvii) and (xix) of the
definition of "Mortgage File" and all documents specified on the related
Mortgage Loan checklist exist or are required to be delivered by the Depositor,
the applicable Mortgage Loan Seller or any other Person other than to the extent
identified on the related Trust Mortgage Loan Schedule, (ii) to inspect, review
or examine any of the documents, instruments, certificates or other papers
relating to the Trust Mortgage Loans delivered to it to determine that the same
are valid, legal, effective, in recordable form, genuine, enforceable,
sufficient or appropriate for the represented purpose or that they are other
than what they purport to be on their face or (iii) to determine whether any
omnibus assignment specified in clause (vii) of the definition of "Mortgage
File" is effective under applicable law. To the extent the Trustee has actual
knowledge or is notified of any fixture or real property UCC Financing
Statements, the Trustee shall file an assignment to the Trust with respect to
such UCC Financing Statements in the appropriate jurisdiction under the UCC at
the expense of the related Mortgage Loan Seller.

            (e) If, in the process of reviewing the Mortgage Files or at any
time thereafter, the Trustee finds that a Defect exists with respect to any
Mortgage File, the Trustee shall promptly so notify the Depositor, the Master
Servicer, the Special Servicer and the applicable Mortgage Loan Seller (and,
solely with respect to any Mortgage Loan Combination, the related B Loan
Holder(s)), by providing a written report (the "Trustee Exception Report")
setting forth for each affected Trust Mortgage Loan, with particularity, the
nature of such Defect. The Trustee shall not be required to verify the
conformity of any document with the Trust Mortgage Loan Schedule, except that
such documents have been properly executed or received, have been recorded or
filed (if recordation is specified for such document in the definition of
"Mortgage File"), appear to be related to the Trust Mortgage Loans identified on
the Trust Mortgage Loan Schedule, appear to be what they purport to be, or have
not been torn, mutilated or otherwise defaced.

            (f) Upon the second anniversary of the Closing Date, the Trustee
shall deliver a final exception report as to any remaining Defects or required
Mortgage Loan Documents that are not in its possession and that it was required
to review pursuant to Section 2.02(c).

                  Section 2.03 Representations, Warranties and Covenants of the
      Depositor; Repurchase and Substitution of Trust Mortgage Loans by the
      Mortgage Loan Sellers for Defects in Mortgage Files and Breaches of
      Representations and Warranties

            (a) The Depositor hereby represents, warrants and covenants that:

            (i) The Depositor is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Delaware, and the
      Depositor has taken all necessary corporate action to authorize the
      execution, delivery and performance of this Agreement by it, and has the
      power and authority to execute, deliver and perform this Agreement and all
      the transactions contemplated hereby, including, but not limited to, the
      power and authority to sell, assign and transfer the Original Trust
      Mortgage Loans in accordance with this Agreement; the Depositor has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement;

            (ii) Assuming the due authorization, execution and delivery of this
      Agreement by each other party hereto, this Agreement and all of the
      obligations of the Depositor hereunder are the legal, valid and binding
      obligations of the Depositor, enforceable against the Depositor in
      accordance with the terms of this Agreement, except as such enforcement
      may be limited by bankruptcy, insolvency, reorganization or other similar
      laws affecting the enforcement of creditors' rights generally, and by
      general principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at law);

            (iii) The execution and delivery of this Agreement and the
      performance of its obligations hereunder by the Depositor will not
      conflict with any provisions of any law or regulations to which the
      Depositor is subject, or conflict with, result in a breach of or
      constitute a default under any of the terms, conditions or provisions of
      the certificate of incorporation or the by-laws of the Depositor or any
      indenture, agreement or instrument to which the Depositor is a party or by
      which it is bound, or any order or decree applicable to the Depositor, or
      result in the creation or imposition of any lien on any of the Depositor's
      assets or property, which would materially and adversely affect the
      ability of the Depositor to carry out the transactions contemplated by
      this Agreement; the Depositor has obtained any consent, approval,
      authorization or order of any court or governmental agency or body
      required for the execution, delivery and performance by the Depositor of
      this Agreement;

            (iv) There is no action, suit or proceeding pending or, to the
      Depositor's knowledge, threatened against the Depositor in any court or by
      or before any other governmental agency or instrumentality which would
      materially and adversely affect the validity of the Original Trust
      Mortgage Loans or the ability of the Depositor to carry out the
      transactions contemplated by this Agreement;

            (v) The Depositor's transfer of the Original Trust Mortgage Loans to
      the Trustee as contemplated herein is not subject to any bulk transfer or
      similar law in effect in any applicable jurisdiction;

            (vi) The Depositor is not transferring the Original Trust Mortgage
      Loans to the Trustee with any intent to hinder, delay or defraud its
      present or future creditors;

            (vii) The Depositor has been solvent at all relevant times prior to,
      and will not be rendered insolvent by, its transfer of the Original Trust
      Mortgage Loans to the Trustee, pursuant to Section 2.01(a);

            (viii) After giving effect to its transfer of the Original Trust
      Mortgage Loans to the Trustee, pursuant to Section 2.01(a), the value of
      the Depositor's assets, either taken at their present fair saleable value
      or at fair valuation, will exceed the amount of the Depositor's debts and
      obligations, including contingent and unliquidated debts and obligations
      of the Depositor, and the Depositor will not be left with unreasonably
      small assets or capital with which to engage in and conduct its business;

            (ix) The Depositor does not intend to, and does not believe that it
      will, incur debts or obligations beyond its ability to pay such debts and
      obligations as they mature;

            (x) No proceedings looking toward merger, liquidation, dissolution
      or bankruptcy of the Depositor are pending or contemplated;

            (xi) Immediately prior to the transfer of the Original Trust
      Mortgage Loans to the Trustee for the benefit of the Certificateholders
      pursuant to this Agreement, the Depositor had such right, title and
      interest in and to each Original Trust Mortgage Loan as was transferred to
      it by the related Mortgage Loan Seller pursuant to the related Mortgage
      Loan Purchase Agreement;

            (xii) The Depositor has not transferred any of its right, title and
      interest in and to the Original Trust Mortgage Loans to any Person other
      than the Trustee;

            (xiii) The Depositor is transferring all of its right, title and
      interest in and to the Original Trust Mortgage Loans to the Trustee for
      the benefit of the Certificateholders free and clear of any and all liens,
      pledges, charges, security interests and other encumbrances created by or
      through the Depositor;

            (xiv) Except for any actions that are the express responsibility of
      another party hereunder or under any Mortgage Loan Purchase Agreement, and
      further except for actions that the Depositor is expressly permitted to
      complete subsequent to the Closing Date, the Depositor has taken all
      actions required under applicable law to effectuate the transfer of all of
      its right, title and interest in and to the Original Trust Mortgage Loans
      by the Depositor to the Trustee; and

            (xv) Following consummation of the conveyance of the Original Trust
      Mortgage Loans by the Depositor to the Trustee, the Depositor shall take
      no action inconsistent with the Trust Fund's ownership of the Original
      Trust Mortgage Loans, and if a third party, including a potential
      purchaser of the Original Trust Mortgage Loans, should inquire, the
      Depositor shall promptly indicate that the Original Trust Mortgage Loans
      have been sold and shall claim no ownership interest therein.

            (b) If any Certificateholder, the Master Servicer, the Special
Servicer or the Trustee discovers (without implying any duty of such person to
make, or attempt to make, such discovery) or receives notice of a Defect or a
Breach with respect to any Trust Mortgage Loan, it shall give notice to the
Master Servicer, the Special Servicer and the Trustee. If the Master Servicer or
the Special Servicer determines that such Defect or Breach materially and
adversely affects the value of any Trust Mortgage Loan or the interests of the
Certificateholders therein (any such Defect or Breach, a "Material Defect" and a
"Material Breach," respectively), it shall give prompt written notice of such
Material Defect or Material Breach to the Depositor, the Trustee, the Master
Servicer, the Special Servicer and the applicable Mortgage Loan Seller and shall
request that the applicable Mortgage Loan Seller, not later than 90 days from
the receipt by such Mortgage Loan Seller of such request (subject to the second
succeeding paragraph, the "Initial Resolution Period"), (i) cure such Material
Defect or Material Breach in all material respects, (ii) repurchase the affected
Trust Mortgage Loan at the applicable Purchase Price in accordance with the
related Mortgage Loan Purchase Agreement, or (iii) substitute a Qualified
Substitute Trust Mortgage Loan for such affected Trust Mortgage Loan (provided
that in no event shall such substitution occur later than the second anniversary
of the Closing Date) and pay to the Master Servicer for deposit into the
Collection Account any Substitution Shortfall Amount in connection therewith in
accordance with the related Mortgage Loan Purchase Agreement; provided, however,
that if (i) such Material Defect or Material Breach is capable of being cured
but not within the Initial Resolution Period, (ii) such Material Defect or
Material Breach is not related to any Trust Mortgage Loan's not being a
"qualified mortgage" within the meaning of the REMIC Provisions, and (iii) the
applicable Mortgage Loan Seller has commenced and is diligently proceeding with
the cure of such Material Defect or Material Breach within the Initial
Resolution Period, then the applicable Mortgage Loan Seller shall have an
additional 90 days to cure such Material Defect or Material Breach (provided
that the applicable Mortgage Loan Seller has delivered to the Master Servicer,
the Special Servicer, the Rating Agencies and the Trustee an officer's
certificate from an officer of such Mortgage Loan Seller that describes the
reasons that the cure was not effected within the Initial Resolution Period and
the actions that it proposes to take to effect the cure and that states that it
anticipates that the cure will be effected within the additional 90-day period).

            Any of the following will cause a document in the Mortgage File to
be deemed to have a "Defect" and to be conclusively presumed to materially and
adversely affect the interests of Certificateholders in a Trust Mortgage Loan
and the value of a Trust Mortgage Loan: (a) the absence from the Mortgage File
of the original signed Note, unless the Mortgage File contains a signed lost
note affidavit and indemnity; (b) the absence from the Mortgage File of the
original signed Mortgage, unless there is included in the Mortgage File a
certified copy of the Mortgage as recorded or as sent for recordation, together
with a certificate stating that the original signed Mortgage was sent for
recordation, or a copy of the Mortgage and the related recording information;
(c) the absence from the Mortgage File of the item called for by paragraph (ix)
of the definition of Mortgage File; (d) the absence from the Mortgage File of
any intervening assignment required to create an effective assignment to the
Trustee on behalf of the Trust, unless there is included in the Mortgage File a
certified copy of the intervening assignment as recorded or as sent for
recordation, together with a certificate stating that the original intervening
assignment was sent for recordation; (e) the absence from the Mortgage File of
any required original Letter of Credit (unless such original has been delivered
to the Master Servicer and a copy thereof is part of the Mortgage File) provided
that such Defect may be cured by the provision of a substitute Letter of Credit
or a cash reserve on behalf of the related Borrower; or (f) the absence from the
Mortgage File of the original or a copy of any required Ground Lease. The
absence of a document checklist from a Mortgage File shall in no event
constitute a Material Defect.

            Any Defect or Breach which causes any Trust Mortgage Loan not to be
a "qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code)
shall be deemed to materially and adversely affect the interest of the
Certificateholders therein and the Initial Resolution Period for the affected
Trust Mortgage Loan shall be 90 days following the earlier of (i) notice to the
related Mortgage Loan Seller of the discovery of such Defect or Breach by any
party to this Agreement and (ii) the related Mortgage Loan Seller's discovery of
such Defect or Breach (which period shall not be subject to extension).

            If any affected Trust Mortgage Loan is to be repurchased by reason
of a Material Breach or a Material Defect with respect thereto, the Master
Servicer shall designate the Collection Account as the account into which funds
in the amount of the Purchase Price are to be deposited by wire transfer.

            If (x) a Trust Mortgage Loan is to be repurchased or substituted for
as contemplated above, (y) such Trust Mortgage Loan is a Crossed Trust Mortgage
Loan and (z) the applicable Defect or Breach does not otherwise constitute a
Material Defect or a Material Breach, as the case may be, as to any related
Crossed Trust Mortgage Loan, then the applicable Defect or Breach shall be
deemed to constitute a Material Defect or a Material Breach as to any related
Crossed Trust Mortgage Loan for purposes of the above provisions, and the
related Mortgage Loan Seller shall be required to repurchase or substitute for
any related Crossed Trust Mortgage Loan in accordance with the provisions above
unless the Crossed Trust Mortgage Loan Repurchase Criteria would be satisfied if
the related Mortgage Loan Seller were to repurchase or substitute for only the
affected Crossed Trust Mortgage Loans as to which a Material Defect or Material
Breach had occurred without regard to this paragraph, and in the case of either
such repurchase or substitution, all of the other requirements set forth in this
Section 2.03 applicable to a repurchase or substitution, as the case may be,
would be satisfied. In the event that the Crossed Trust Mortgage Loan Repurchase
Criteria would be so satisfied, the related Mortgage Loan Seller may elect
either to repurchase or substitute for only the affected Crossed Trust Mortgage
Loan as to which the Material Defect or Material Breach exists or to repurchase
or substitute for the aggregated Crossed Trust Mortgage Loans. The determination
of the Master Servicer (if the Crossed Trust Mortgage Loan is a Performing Trust
Mortgage Loan) or the Special Servicer (if the Crossed Trust Mortgage Loan is a
Specially Serviced Trust Mortgage Loan) as to whether the Crossed Trust Mortgage
Loan Repurchase Criteria have been satisfied shall be conclusive and binding in
the absence of manifest error. In the event that one or more of such other
Crossed Trust Mortgage Loans satisfy the Crossed Trust Mortgage Loan Repurchase
Criteria, the related Mortgage Loan Seller may elect either to repurchase or
substitute for only the affected Crossed Trust Mortgage Loan as to which the
related Defect or Breach exists or to repurchase or substitute for all of the
Crossed Trust Mortgage Loans. The Master Servicer (if the Crossed Trust Mortgage
Loan is a Performing Trust Mortgage Loan) or the Special Servicer (if the
Crossed Trust Mortgage Loan is a Specially Serviced Trust Mortgage Loan) will be
entitled to obtain, or direct the related Mortgage Loan Seller to (in which case
such Mortgage Loan Seller shall) cause to be delivered to the Master Servicer
(if the Crossed Trust Mortgage Loan is a Performing Trust Mortgage Loan) or the
Special Servicer (if the Crossed Trust Mortgage Loan is a Specially Serviced
Trust Mortgage Loan), an Appraisal of any or all of the related Mortgaged
Properties for purposes of determining whether clause (ii) of the definition of
Crossed Trust Mortgage Loan Repurchase Criteria has been satisfied, in each case
at the expense of the related Mortgage Loan Seller if the scope and cost of the
Appraisal is approved by such Mortgage Loan Seller (such approval not to be
unreasonably withheld).

            With respect to any Crossed Trust Mortgage Loan conveyed hereunder,
to the extent that the related Mortgage Loan Seller repurchases an affected
Crossed Trust Mortgage Loan in the manner prescribed above while the Trustee
continues to hold any related Crossed Trust Mortgage Loans, the related Mortgage
Loan Seller and the Depositor have agreed in the related Mortgage Loan Purchase
Agreement to modify, upon such repurchase or substitution, the related Mortgage
Loan Documents in a manner such that such affected Crossed Trust Mortgage Loan
repurchased or substituted by such Mortgage Loan Seller, on the one hand, and
any related Crossed Trust Mortgage Loans held by the Trustee, on the other,
would no longer be cross-defaulted or cross-collateralized with one another;
provided that the related Mortgage Loan Seller, at its expense, shall have
furnished the Trustee with an Opinion of Counsel that such modification shall
not cause an Adverse REMIC Event; provided, further, that if such Opinion cannot
be furnished, the related Mortgage Loan Seller and the Depositor have agreed in
the applicable Mortgage Loan Purchase Agreement that such repurchase or
substitution of only the affected Crossed Trust Mortgage Loan, notwithstanding
anything to the contrary herein, shall not be permitted (in which case, such
Mortgage Loan Seller will be obligated to purchase all Crossed Trust Mortgage
Loans). Any reserve or other cash collateral or Letters of Credit securing the
affected Crossed Trust Mortgage Loans shall be allocated between such Trust
Mortgage Loans in accordance with the Mortgage Loan Documents. All other terms
of the Trust Mortgage Loans shall remain in full force and effect, without any
modification thereof (unless otherwise modified in accordance with Section 3.20
hereof).

            In connection with any repurchase of or substitution for a Trust
Mortgage Loan contemplated by this Section 2.03, the Trustee, the Master
Servicer and the Special Servicer shall each tender to the related Mortgage Loan
Seller (in the event of a repurchase or substitution by such Mortgage Loan
Seller) upon delivery to each of the Trustee, the Master Servicer and the
Special Servicer of a trust receipt executed by such Mortgage Loan Seller; (i)
all portions of the Mortgage File, the Servicing File and other documents
pertaining to such Trust Mortgage Loan possessed by it, and each document that
constitutes a part of the Mortgage File that was endorsed or assigned to the
Trustee, shall be endorsed or assigned, as the case may be, to such Mortgage
Loan Seller in the same manner as provided in Section 7 of the related Mortgage
Loan Purchase Agreement, and (ii) any escrow payments and reserve funds held by
it, or on its behalf, with respect to such repurchased or replaced Trust
Mortgage Loan.

            Notwithstanding the foregoing, if there is a Material Breach or
Material Defect with respect to one or more Mortgaged Properties (but not all of
the Mortgaged Properties) with respect to a Trust Mortgage Loan, the related
Mortgage Loan Seller will not be obligated to repurchase or substitute for the
entire Trust Mortgage Loan if the Trust Mortgage Loan may, pursuant to the terms
of the related Mortgage Loan Documents, be severed to allow for the repurchase
of a portion of the Trust Mortgage Loan representing the affected Mortgaged
Property and the Mortgage Loan remaining after such severance satisfies the
requirements, if any, set forth in the Mortgage Loan Documents and (i) such
Mortgage Loan Seller provides an Opinion of Counsel to the effect that such
partial release would not cause an Adverse REMIC Event to occur, (ii) such
Mortgage Loan Seller pays (or causes to be paid) the applicable release price
required under the Mortgage Loan Documents and, to the extent not covered by
such release price, any additional amounts necessary to cover all reasonable
out-of-pocket expenses reasonably incurred by the Master Servicer, the Special
Servicer, the Trustee or the Trust Fund and (iii) such cure by release of such
Mortgaged Property is effected within the time periods specified for cures of
Material Breach or Material Defect in this Section 2.03(b).

            Whenever one or more Replacement Trust Mortgage Loans are
substituted for a Defective Trust Mortgage Loan by the related Mortgage Loan
Seller, the Master Servicer shall direct the party effecting the substitution to
deliver the related Mortgage File to the Trustee, to certify that such
Replacement Trust Mortgage Loan satisfies or such Replacement Trust Mortgage
Loans satisfy, as the case may be, all of the requirements of the definition of
"Qualified Substitute Trust Mortgage Loan" and to send such certification to the
Trustee. No mortgage loan may be substituted for a Defective Trust Mortgage
Loan, as contemplated by this Section 2.03, if the Trust Mortgage Loan to be
replaced was itself a Replacement Trust Mortgage Loan, in which case, absent a
cure of the relevant Material Breach or Material Defect in accordance herewith,
the affected Trust Mortgage Loan will be required to be repurchased as
contemplated hereby. Monthly Payments due with respect to each Replacement Trust
Mortgage Loan after the related date of substitution, and Monthly Payments due
with respect to each Trust Mortgage Loan that is being replaced thereby after
the related Due Date in April 2008 and on or prior to the related date of
substitution, shall be part of the Trust Fund. Monthly Payments due with respect
to each Replacement Trust Mortgage Loan on or prior to the related date of
substitution, and Monthly Payments due with respect to each Trust Mortgage Loan
that is being replaced thereby after the related date of substitution, shall not
be part of the Trust Fund and are to be remitted by the Master Servicer to the
party effecting the related substitution promptly following receipt.

            In the case of the Column Trust Mortgage Loans, all references in
the foregoing paragraphs of this Section 2.03(b) to "Mortgage Loan Seller" shall
be deemed to also be references to the Column Performance Guarantor (but only if
and to the extent that the Column Performance Guarantor would, pursuant to the
Column Performance Guarantee, be liable for those obligations of Column as the
mortgage loan seller under the Column Mortgage Loan Purchase Agreement that are
contemplated above in this Section 2.03(b)).

            Section 7 of the related Mortgage Loan Purchase Agreement (and, in
the case of any Column Trust Mortgage Loan, the Column Performance Guarantee)
provides the sole remedy available to the Certificateholders, or the Trustee on
behalf of the Certificateholders, respecting any Defect or Breach.

            If any Mortgage Loan Seller (and, in the case of any Column Trust
Mortgage Loan, the Column Performance Guarantor) defaults on its obligations to
repurchase any Trust Mortgage Loan as contemplated by Section 2.03(b), the
Trustee shall promptly notify the Certificateholders, the Rating Agencies, the
Master Servicer and the Special Servicer of such default. The Trustee shall
enforce the obligations of the applicable Mortgage Loan Seller under Section 7
of the related Mortgage Loan Purchase Agreement (and, in the case of a Column
Trust Mortgage Loan, the obligations of the Column Performance Guarantor under
the Column Performance Guarantee). Such enforcement, including, without
limitation, the legal prosecution of claims, shall be carried out in such form,
to such extent and at such time as if it were, in its individual capacity, the
owner of the affected Trust Mortgage Loan(s). The Trustee shall be reimbursed
for the reasonable costs of such enforcement: first, from a specific recovery of
costs, expenses or attorneys' fees against the defaulting Mortgage Loan Seller;
second, pursuant to Section 3.05(a)(ix) out of the related Purchase Price, to
the extent that such expenses are a specific component thereof; and third, if at
the conclusion of such enforcement action it is determined that the amounts
described in clauses first and second are insufficient, then pursuant to Section
3.05(a)(x) out of general collections on the Trust Mortgage Loans on deposit in
the Collection Account.

            If any Mortgage Loan Seller (or, in the case of any Column Trust
Mortgage Loan, the Column Performance Guarantor) incurs any expense in
connection with the curing of a Breach which also constitutes a default under
the related Trust Mortgage Loan, such Mortgage Loan Seller (or the Column
Performance Guarantor, as the case may be) shall have a right, and shall be
subrogated to the rights of the Trustee, as successor to the mortgagee, to
recover the amount of such expenses from the related Borrower; provided,
however, that such Mortgage Loan Seller's (or the Column Performance
Guarantor's, as the case may be) rights pursuant to this paragraph shall be
junior, subject and subordinate to the rights of the Trust Fund to recover
amounts owed by the related Borrower under the terms of such Trust Mortgage
Loan, including the rights to recover unreimbursed Advances, accrued and unpaid
interest on Advances at the Reimbursement Rate and unpaid or unreimbursed
expenses of the Trust Fund allocable to such Trust Mortgage Loan; and provided,
further, that in the event and to the extent that such expenses of such Mortgage
Loan Seller (or the Column Performance Guarantor, as the case may be) in
connection with any Trust Mortgage Loan exceed five percent of the then
outstanding principal balance of such Trust Mortgage Loan, then such Mortgage
Loan Seller's (or the Column Performance Guarantor's, as the case may be) rights
to reimbursement pursuant to this paragraph with respect to such Trust Mortgage
Loan and such excess expenses shall not be exercised until the payment in full
of such Trust Mortgage Loan (as such Trust Mortgage Loan may be amended or
modified pursuant to the terms of this Agreement). Notwithstanding any other
provision of this Agreement to the contrary, the Master Servicer shall not have
any obligation pursuant to this Agreement to collect such reimbursable amounts
on behalf of the related Mortgage Loan Seller (or the Column Performance
Guarantor, as the case may be); provided, however, that the preceding clause
shall not operate to prevent the Master Servicer from using reasonable efforts,
exercised in the Master Servicer's sole discretion, to collect such amounts to
the extent consistent with the Servicing Standard. The applicable Mortgage Loan
Seller (or the Column Performance Guarantor, as applicable) may pursue its
rights to reimbursement of such expenses directly against the Borrower, by suit
or otherwise, at the sole expense of such Mortgage Loan Seller (or the Column
Performance Guarantor, as the case may be), to the extent that such costs and
expenses are not recovered from the Borrower; provided that such Mortgage Loan
Seller will not be entitled to so pursue its rights to reimbursement until the
payment in full of such Trust Mortgage Loan (as such Trust Mortgage Loan may be
amended or modified pursuant to the terms of this Agreement).

                  Section 2.04 Issuance of Uncertificated REMIC I Interests;
      Execution of Certificates

            Subject to Sections 2.01 and 2.02, the Trustee hereby acknowledges
the assignment to it of the Trust Mortgage Loans and the delivery of the
Mortgage Files and a fully executed original counterpart of each Mortgage Loan
Purchase Agreement, together with the assignment to it of all other assets
included in the Trust Fund. Concurrently with such assignment and delivery, the
Trustee (i) hereby declares that it holds the Trust Mortgage Loans (exclusive of
Excess Interest thereon) on behalf of REMIC I and the Holders of the
Certificates, (ii) acknowledges the issuance of the Uncertificated REMIC I
Interests and, pursuant to the written request of the Depositor executed by an
officer of the Depositor acknowledges that it has caused the Authenticating
Agent to authenticate and to deliver to or upon the order of the Depositor the
Class LR Certificates, in exchange for the Trust Mortgage Loans, exclusive of
Excess Interest thereon, on behalf of REMIC I, receipt of which is hereby
acknowledged, and (iii) pursuant to the written request of the Depositor
executed by an officer of the Depositor, acknowledges that (A) in exchange for
the Uncertificated REMIC I Interests, it has issued the Class A-2FL Regular
Interest and has executed and caused the Authenticating Agent to authenticate
and to deliver to or upon the order of the Depositor, the Regular Certificates
(other than the Class A-2FL Certificates) and the Class R Certificates and (B)
it has executed and caused the Authenticating Agent to authenticate and to
deliver to or upon the order of the Depositor, in exchange for (x) the Excess
Interest, the Class V Certificates and (y) the Class A-2FL Regular Interest and
the Swap Agreement, the Class A-2FL Certificates, and the Depositor hereby
acknowledges the receipt by it or its designees, of all such Certificates.

                  Section 2.05 Acceptance of Grantor Trusts and the Cash Reserve
      Fund; Issuance of the Class V Certificates

            It is the intention of the parties hereto that (i) the segregated
pool of assets consisting of any collections of Excess Interest received on the
ARD Trust Mortgage Loans (and any successor REO Trust Mortgage Loans with
respect thereto) constitute a Grantor Trust for federal income tax purposes and,
further, that such segregated pool of assets be designated as "Grantor Trust V"
and (ii) the Class A-2FL Regular Interest, the Swap Agreement and the Floating
Rate Account, constitute a Grantor Trust for federal income tax purposes and,
further, that such segregated pool of assets be designated as "Grantor Trust
A-2FL." Grantor Trust V and Grantor Trust A-2FL are each referred to herein as a
"Grantor Trust Pool." The Trustee, by its execution and delivery hereof,
acknowledges the assignment to it of the assets of the Grantor Trust Pools and
declares that it holds and will hold such assets in trust for the exclusive use
and benefit of all present and future Holders of the Class V Certificates and
the Class A-2FL Certificates, as applicable. Concurrently with the assignment to
it of the assets included in the Grantor Trust Pools, the Trustee shall execute,
and the Certificate Registrar shall authenticate and deliver, to or upon the
order of the Depositor, the Class V Certificates and the Class A-2FL
Certificates, as applicable, in authorized denominations evidencing the entire
beneficial ownership of Grantor Trust V and Grantor Trust A-2FL, respectively.
The rights of the Holders of the Class V Certificates and the Class A-2FL
Certificates, as applicable, to receive distributions from the proceeds of
Grantor Trust V and Grantor Trust A-2FL, respectively, and all ownership
interests of such Holders in and to such distributions, shall be as set forth in
this Agreement.

            It is the intention of the parties hereto that the Cash Reserve Fund
and any amounts received by the Trust Fund pursuant to a draw from the Cash
Reserve Fund shall collectively constitute an "outside reserve fund" within the
meaning of Treasury Regulations Section 1.860G-2(h), designated as the "Cash
Reserve Fund". The Trustee, by execution and delivery hereof, acknowledges the
assignment to it of the assets of the Cash Reserve Fund and declares that it
holds and will hold such assets, through the Master Servicer, in accordance with
Section 3.19, in trust and for the benefit of the Certificateholders and Column,
as their interests may appear. Notwithstanding anything herein to the contrary,
unless there is a change in applicable law occurring after the date hereof, for
all income and franchise tax purposes, Column shall be treated and reported as
the sole beneficial owner of the Cash Reserve Fund and shall be taxable on all
income or gain with respect thereto.

                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

                  Section 3.01 Master Servicer To Act as Master Servicer;
      Special Servicer To Act as Special Servicer; Administration of the
      Mortgage Loans

            (a) Each of the Master Servicer and the Special Servicer shall
service and administer the Mortgage Loans (and, with respect to the Special
Servicer, any REO Properties) that it is obligated to service and administer
pursuant to this Agreement on behalf of the Trustee and in the best interests of
and for the benefit of the Certificateholders (as a collective whole) or, in the
case of a Mortgage Loan Combination, in the best interests and for the benefit
of the Certificateholders and the related B Loan Holder (as a collective whole)
(as determined by the Master Servicer or the Special Servicer, as the case may
be, in its reasonable judgment), in accordance with applicable law, the terms of
this Agreement, the terms of the respective Mortgage Loans and any and all
applicable intercreditor, co-lender and similar agreements and, to the extent
consistent with the foregoing, further as follows (the "Servicing Standard")--

            (i) (A) in the same manner in which, and with the same care, skill,
      prudence and diligence with which the Master Servicer or the Special
      Servicer, as the case may be, services and administers similar mortgage
      loans, specially serviced mortgage loans or REO properties, as applicable,
      for other third-party portfolios, giving due consideration to the
      customary and usual standards of practice of prudent institutional
      commercial and multifamily mortgage loan servicers servicing mortgage
      loans, specially serviced mortgage loans or REO properties, as applicable,
      for third parties, and (B) with the same care, skill, prudence and
      diligence with which the Master Servicer or the Special Servicer, as the
      case may be, services and administers commercial and multifamily mortgage
      loans, specially serviced mortgage loans or REO properties, as applicable,
      owned by the Master Servicer or the Special Servicer, as the case may be,
      whichever standard is higher;

            (ii) in the case of the Master Servicer, with a view to the timely
      collection of all scheduled payments of principal and interest under the
      subject Mortgage Loans and, in the case of the Special Servicer, if a
      Mortgage Loan becomes a Specially Serviced Mortgage Loan or an REO
      Mortgage Loan and if, in the good faith and reasonable judgment of the
      Special Servicer, no satisfactory arrangements can be made for the
      collection of the delinquent payments, the maximization of the recovery of
      principal and interest on such Mortgage Loan to the Certificateholders (as
      a collective whole) (or, in the case of a Mortgage Loan Combination, to
      the Certificateholders and the related B Loan Holder (as a collective
      whole)) (taking into consideration the subordinate nature of the B Loans)
      on a net present value basis; and

            (iii) without regard to--

                  (A) any relationship that the Master Servicer or the Special
            Servicer, as the case may be, or any Affiliate thereof, may have
            with the related Borrower, the related Mortgage Loan Seller or any
            other party to the Pooling and Servicing Agreement,

                  (B) the ownership of any Certificate or any interest in a
            mezzanine loan or a B Loan by the Master Servicer or the Special
            Servicer, as the case may be, or by any Affiliate thereof,

                  (C) the Master Servicer's obligation to make Advances,

                  (D) the Special Servicer's obligation to request that the
            Master Servicer make Servicing Advances,

                  (E) the right of the Master Servicer (or any Affiliate
            thereof) or the Special Servicer (or any Affiliate thereof), as the
            case may be, to receive reimbursement of costs, or the sufficiency
            of any compensation payable to it, or with respect to any particular
            transaction,

                  (F) the ownership, servicing or management for itself or
            others of any other mortgage loans, mortgaged properties, specially
            serviced mortgage loans or REO properties, as applicable, by the
            Master Servicer or the Special Servicer or any Affiliate of the
            Master Servicer or the Special Servicer, as applicable, or

                  (G) any debt that the Master Servicer or the Special Servicer
            or any Affiliate of the Master Servicer or Special Servicer, as
            applicable, has extended to any Borrower or any Affiliates of any
            Borrower.

            The parties hereto acknowledge that, pursuant to the 450 Lexington
Avenue Intercreditor Agreement, the 450 Lexington Avenue Whole Loan is to be
serviced and administered by the 450 Lexington Avenue Master Servicer and the
450 Lexington Avenue Special Servicer in accordance with the 450 Lexington
Avenue Servicing Agreement (provided that the Master Servicer is responsible for
performing such limited services with respect to the 450 Lexington Avenue Loan
as are specifically set forth in this Agreement).

            For so long as (i) the 450 Lexington Avenue Loan or any related REO
Mortgage Loan are part of the Mortgage Pool and (ii) the 450 Lexington Avenue
Whole Loan and/or any related REO Property are being serviced and administered
under any 450 Lexington Avenue Servicing Agreement, the Master Servicer (or, if
the Master Servicer is the same Person as the 450 Lexington Avenue Master
Servicer, the Special Servicer) shall use reasonable efforts to monitor the
performance and, to the extent that it has standing to do so, enforce the
obligations of the 450 Lexington Avenue Master Servicer and the 450 Lexington
Avenue Special Servicer, respectively, under such 450 Lexington Avenue Servicing
Agreement. Such enforcement, including the legal prosecution of claims and the
pursuit of other appropriate remedies, shall be in such form and carried out to
such an extent and at such time as the Master Servicer (or the Special Servicer,
as applicable), in its reasonable judgment, determines in accordance with the
Servicing Standard. The reasonable costs and expenses incurred by the Master
Servicer (or the Special Servicer, as applicable), in connection with such
enforcement shall be paid by, and reimbursable as, Servicing Advances. The
Master Servicer and Special Servicer shall exercise the rights of the
"Noteholder" of "Promissory Note A-2" under the 450 Lexington Avenue
Intercreditor Agreement.

            Without limiting the foregoing, subject to Section 3.21, the Special
Servicer shall be obligated to service and administer (i) any Trust Mortgage
Loans (other than the 450 Lexington Avenue Loan) as to which a Servicing
Transfer Event has occurred and is continuing (the "Specially Serviced Trust
Mortgage Loans"), together with any related B Loans that are being serviced
hereunder (collectively with the Specially Serviced Trust Mortgage Loans, the
"Specially Serviced Mortgage Loans"), and (ii) any REO Properties (other than
any REO Property related to the 450 Lexington Avenue Loan). Notwithstanding the
foregoing, the Master Servicer shall continue to make all calculations, and
prepare, and deliver to the Trustee, all reports required to be prepared by the
Master Servicer hereunder with respect to the Specially Serviced Mortgage Loans
as if no Servicing Transfer Event had occurred and with respect to the REO
Properties (and the related REO Trust Mortgage Loans) as if no REO Acquisition
had occurred, and to render such incidental services with respect to the
Specially Serviced Mortgage Loans and REO Properties as are specifically
provided for herein; provided, however, that the Master Servicer shall not be
liable for failure to comply with such duties insofar as such failure results
from a failure of the Special Servicer to provide sufficient information to the
Master Servicer to comply with such duties or a failure of the Special Servicer
to prepare and deliver to such Master Servicer data required hereunder to be
delivered by the Special Servicer to such Master Servicer. Each Trust Mortgage
Loan that becomes a Specially Serviced Trust Mortgage Loan shall continue as
such until all Servicing Transfer Events have ceased to exist with respect to
such Trust Mortgage Loan as described in the definition of "Servicing Transfer
Event." A B Loan shall cease to be a Specially Serviced Mortgage Loan at such
time as the related Trust Mortgage Loan ceases to be a Specially Serviced Trust
Mortgage Loan as described in the definition of "Servicing Transfer Event."
Without limiting the foregoing, subject to Section 3.21, the Master Servicer
shall be obligated to service and administer all Mortgage Loans that are not
Specially Serviced Mortgage Loans.

            (b) Subject only to the Servicing Standard and the terms of this
Agreement and of the respective Mortgage Loans, the Master Servicer and, with
respect to the Specially Serviced Mortgage Loans and REO Mortgage Loans, the
Special Servicer each shall have full power and authority, acting alone or
through Sub-Servicers, to do or cause to be done any and all things in
connection with its servicing and administration obligations hereunder which it
may deem necessary or desirable. Without limiting the generality of the
foregoing, each of the Master Servicer and the Special Servicer, in its own
name, is hereby authorized and empowered by the Trustee and obligated to execute
and deliver, on behalf of the Certificateholders, any affected B Loan Holder and
the Trustee or any of them, with respect to each Mortgage Loan it is obligated
to service under this Agreement, any and all financing statements, continuation
statements and other documents or instruments necessary to maintain the lien
created by the related Mortgage or other security document in the related
Mortgage File on the related Mortgaged Property and related collateral; subject
to Section 3.08, Section 3.20 and Section 3.21, any and all assumptions,
modifications, waivers, substitutions, extensions, amendments or consents to or
with respect to any documents contained in the related Mortgage File; and any
and all instruments of satisfaction or cancellation, or of partial or full
release or discharge, and all other comparable instruments. Subject to Section
3.10, the Trustee shall furnish, or cause to be furnished, to the Master
Servicer and the Special Servicer any limited powers of attorney and other
documents necessary or appropriate to enable the Master Servicer or the Special
Servicer, as the case may be, to carry out its servicing and administrative
duties hereunder; provided, however, that the Trustee shall not be held liable
for any negligence with respect to, or misuse of, any such power of attorney by
the Master Servicer or the Special Servicer.

            (c) The relationship of the Master Servicer and the Special Servicer
to the Trustee and, unless they are the same Person, to one another, under this
Agreement is intended by the parties to be that of an independent contractor and
not that of a joint venturer, partner or, except as specifically set forth
herein, agent.

            (d) In the event that there shall occur a CBA A/B Material Default
with respect to any CBA A/B Mortgage Loan Combination, and for so long as such
CBA A/B Material Default shall be continuing, the Master Servicer and/or the
Special Servicer, as applicable, shall be obligated to service, subject to the
terms and conditions of the related CBA A/B Intercreditor Agreement, the related
CBA B Loan on behalf of the related B Loan Holder, and all references herein to
"Mortgage Loan" (and, if the related CBA A Loan is a Specially Serviced Trust
Mortgage Loan, all references herein to "Specially Serviced Mortgage Loan")
shall include a CBA B Loan that is being serviced under this Agreement.

            (e) Pursuant to the related Intercreditor Agreement, each B Loan
Holder has agreed that the Master Servicer and the Special Servicer are
authorized and obligated to service and administer the subject Mortgage Loan
Combination pursuant to this Agreement. Subject to the consultation and approval
rights of the Series 2008-C1 Directing Certificateholder under this Agreement
and any consultation and approval rights of the related B Loan Holder, if any,
set forth in the related Intercreditor Agreement, the Master Servicer (or the
Special Servicer if required or permitted pursuant to, and in accordance with,
the terms of this Agreement) shall be entitled, during any period when any B
Loan that is being serviced under this Agreement does not constitute a Specially
Serviced Mortgage Loan, to exercise the rights and powers granted under the
corresponding Intercreditor Agreement(s) to the holder of the applicable Trust
Mortgage Loan or to any servicer appointed thereby or acting on its behalf,
subject to the limitations of such Intercreditor Agreement and to the rights and
powers of the related B Loan Holder(s), if any, under such Intercreditor
Agreement.

                  Section 3.02 Collection of Mortgage Loan Payments

            (a) Each of the Master Servicer and the Special Servicer, as
applicable, shall make reasonable efforts to collect all payments called for
under the terms and provisions of the Mortgage Loans it is obligated to service
hereunder, and shall follow such collection procedures as are consistent with
this Agreement (including, without limitation, the Servicing Standard).
Consistent with the foregoing, each of the Master Servicer or the Special
Servicer may in its discretion waive any Penalty Charge in connection with any
delinquent payment on a Mortgage Loan it is obligated to service hereunder;
provided that (subject to the last paragraph of Section 3.21(g)) the Master
Servicer must obtain the consent of the Series 2008-C1 Directing
Certificateholder with respect to the waiver of any Penalty Charge with respect
to the related Mortgage Loan (to the extent such Penalty Charge is then required
for the reimbursement of any Advance or Additional Trust Fund Expense) in excess
of three (3) times during any 24-month period, such consent to be deemed given
if not objected to in writing within five (5) days of receipt of notice.

            (b) If the Master Servicer or the Special Servicer receives, or
receives notice from the related Borrower that it will be receiving, Excess
Interest on any ARD Trust Mortgage Loan in any Collection Period, such Master
Servicer or the Special Servicer, as applicable, shall, to the extent Excess
Interest is not otherwise reported on the CMSA Loan Periodic Update File,
promptly notify the Trustee in writing.

            (c) The Master Servicer shall not accept a Principal Prepayment of
any Trust Mortgage Loan by the related Borrower on any date other than a Due
Date if accepting such payment would cause a Prepayment Interest Shortfall,
unless the Borrower is permitted to make such prepayment pursuant to the terms
of the related Mortgage Loan Documents, the prepayment results from a payment of
Insurance and Condemnation Proceeds, or the prepayment must be accepted under
applicable law or court order. If the Master Servicer accepts a Principal
Prepayment of any Trust Mortgage Loan by the Borrower on any date other than a
Due Date which causes a Prepayment Interest Shortfall (unless such Principal
Prepayment is in respect of (i) a Specially Serviced Trust Mortgage Loan
(provided the Special Servicer consents to such prepayment), (ii) a payment of
Insurance and Condemnation Proceeds or Liquidation Proceeds, (iii) a payment
subsequent to a default under the related Mortgage Loan Documents (provided such
Master Servicer reasonably believes that acceptance of such payment is
consistent with the Servicing Standard and such Master Servicer has obtained the
consent of the Special Servicer which shall not be unreasonably withheld or
delayed and in any event shall be deemed granted if not denied within five
Business Days after the Special Servicer's receipt of a written request and such
information as is reasonably requested by the Special Servicer), (iv) a payment
pursuant to applicable law or court order, (v) a payment the related Borrower is
permitted to make under the terms of the related Mortgage Loan Documents
(without any discretion on the part of the lender) or (vi) a payment accepted by
the Master Servicer at the request of or with the consent of the Series 2008-C1
Directing Certificateholder), such Master Servicer shall remit to the Trustee on
or before 2:00 p.m., New York City time, on the related Master Servicer
Remittance Date for deposit into the Distribution Account, immediately available
funds in an amount equal to the lesser of (i) the aggregate amount of Prepayment
Interest Shortfalls incurred in connection with Principal Prepayments received
in respect of Performing Trust Mortgage Loans during the most recently ended
Collection Period (other than as a result of the receipt of Insurance and
Condemnation Proceeds), and (ii) the aggregate of (A) with respect to such of
those Prepayment Interest Shortfalls incurred, that portion of such Master
Servicer's Master Servicing Fees (excluding Primary Servicing Fees) for the
related Collection Period that is, in the case of each and every Trust Mortgage
Loan and REO Trust Mortgage Loan for which such Master Servicing Fees are being
paid in such Collection Period, calculated at 0.02% (2 basis points) per annum,
and (B) all Prepayment Interest Excesses received by such Master Servicer during
the most recently ended Collection Period (which remittance shall fully cure any
breach under this Section 3.02(c)).

            (d) Promptly following the Closing Date, the Trustee shall send
written notice to the 450 Lexington Avenue Master Servicer and the 450 Lexington
Avenue Trustee stating that, as of the Closing Date, the Trustee is the holder
of the 450 Lexington Avenue Loan and directing the 450 Lexington Avenue Master
Servicer to remit to the Master Servicer all amounts payable to, and to forward,
deliver or otherwise make available, as the case may be, to the Master Servicer
all reports, statements, documents, communications and other information that
are to be forwarded, delivered or otherwise made available to, the holder of the
450 Lexington Avenue Loan under the 450 Lexington Avenue Intercreditor Agreement
and the 450 Lexington Avenue Servicing Agreement. In the event that the 450
Lexington Avenue Servicing Agreement is replaced by another servicing agreement
and a Responsible Officer of the Trustee is aware of such replacement, then the
Trustee shall (or, if the Master Servicer or Special Servicer is aware of such
replacement, then the Master Servicer or Special Servicer shall promptly notify
the Trustee, which in turn shall) promptly send written notice to the then
holder of the 450 Lexington Avenue Companion Loan and to the 450 Lexington
Avenue Master Servicer under such new servicing agreement. The Master Servicer
shall deposit into the Collection Account all amounts received by it from the
450 Lexington Avenue Master Servicer or any other party under any 450 Lexington
Avenue Servicing Agreement with respect to the 450 Lexington Avenue Loan, or
Mortgaged Property or any REO Property related to the 450 Lexington Avenue Loan.
In the event the Master Servicer fails to so receive any amounts due to the
holder of the 450 Lexington Avenue Loan during any calendar month under the 450
Lexington Avenue Intercreditor Agreement and any 450 Lexington Avenue Servicing
Agreement by 2:00 p.m. (New York City time) on the Master Servicer Remittance
Date in such calendar month, the Master Servicer shall (i) notify the 450
Lexington Avenue Master Servicer or other applicable party responsible for
making such remittances, that such amounts due with respect to the 450 Lexington
Avenue Loan have not been received (specifying the amount of such deficiency)
and (ii) if and to the extent that the amount in question is a Monthly Payment
or Assumed Scheduled Payment with respect to the 450 Lexington Avenue Loan or
any related REO Mortgage Loan, make a P&I Advance (to the extent such P&I
Advance is not a Nonrecoverable Advance) with respect to such amounts as
required by the terms of this Agreement in accordance with Section 4.03.
Further, in accordance with Section 4.03, in the event the Master Servicer is
required but fails to make such P&I Advance with respect to the 450 Lexington
Avenue Loan or any related REO Mortgage Loan, then the Trustee shall make such
P&I Advance by the time required pursuant to Section 4.03.

                  Section 3.03 Collection of Taxes, Assessments and Similar
      Items; Servicing Accounts

            (a) The Master Servicer shall establish and maintain one or more
accounts for the Mortgage Loans hereunder (the "Servicing Accounts"), into which
all Escrow Payments received by it with respect to the Trust Mortgage Loans
shall be deposited and retained, and shall administer such Servicing Accounts in
accordance with the related Mortgage Loan Documents. Each Servicing Account
shall be maintained in accordance with the requirements of the related Mortgage
Loan and in accordance with the Servicing Standard and to the extent not
inconsistent with the terms of the Mortgage Loans, in an Eligible Account. Funds
on deposit in the Servicing Accounts may be invested in Permitted Investments in
accordance with the provisions of Section 3.06. As and to the extent consistent
with the Servicing Standard, applicable law and the related Mortgage Loan
Documents, the Master Servicer may make withdrawals from the Servicing Accounts
maintained by it, and may apply Escrow Payments held therein with respect to any
Mortgage Loan (together with interest earned thereon), only as follows: (i) to
effect the payment of real estate taxes, assessments, insurance premiums
(including, premiums on any Environmental Insurance Policy), ground rents (if
applicable) and comparable items in respect of the related Mortgaged Property;
(ii) to reimburse such Master Servicer, the Special Servicer or the Trustee, as
applicable, for any unreimbursed Servicing Advances made thereby (together with
Advance Interest accrued thereon) with respect to such Mortgage Loan to cover
any of the items described in the immediately preceding clause (i); (iii) to
refund to the related Borrower any sums as may be determined to be overages;
(iv) to pay interest or other income, if required and as described below, to the
related Borrower on balances in the Servicing Account (or, if and to the extent
not payable to the related Borrower, to pay such interest or other income (up to
the amount of any Net Investment Earnings in respect of such Servicing Account
for each Collection Period) to the Master Servicer as Additional Servicing
Compensation); (v) to withdraw amounts deposited in error, (vi) after an event
of default, to pay the principal of, accrued interest on and any other amounts
payable with respect to such Mortgage Loan; or (vii) to clear and terminate the
Servicing Account at the termination of this Agreement in accordance with
Section 9.01. The Master Servicer shall pay or cause to be paid to the related
Borrowers interest and other income, if any, earned on the investment of funds
in Servicing Accounts maintained thereby, if and to the extent required by law
or the terms of the related Mortgage Loan Documents. If the Master Servicer
shall deposit in a Servicing Account maintained by it any amount not required to
be deposited therein, it may at any time withdraw such amount from such
Servicing Account, any provision herein to the contrary notwithstanding.
Promptly after any Escrow Payments are received by the Special Servicer from any
Borrower, and in any event within two Business Days after any such receipt, the
Special Servicer shall remit such Escrow Payments to the Master Servicer for
deposit into the applicable Servicing Account(s).

            (b) The Special Servicer, in the case of REO Properties it is
required to service, and the Master Servicer, in the case of all Mortgage Loans
it is required to service, shall maintain accurate records with respect to each
related REO Property or Mortgaged Property, as applicable, reflecting the status
of real estate taxes, assessments and other similar items that are or may become
a lien thereon (including related penalty or interest charges) and the status of
Insurance Policy premiums and any ground rents payable in respect thereof and
the status of any Letters of Credit. The Special Servicer, in the case of REO
Properties it is required to service, and the Master Servicer, in the case of
all Mortgage Loans it is required to service, shall use reasonable efforts
consistent with the Servicing Standard to obtain all bills for the payment of
such items (including renewal premiums) and shall effect payment thereof from
the REO Account or its Servicing Accounts, as applicable, and, if such amounts
are insufficient to pay such items in full, the Master Servicer shall (subject
to Section 3.04(c)) make a Servicing Advance prior to the applicable penalty or
termination date, as allowed under the terms of the related Mortgage Loan and,
in any event, consistent with the Servicing Standard. Notwithstanding anything
to the contrary in the preceding sentence, with respect to Mortgage Loans that
do not provide for escrows for the payment of taxes and assessments, the Master
Servicer shall (subject to Section 3.04(c)) make a Servicing Advance for the
payment of such items upon the earlier of (i) five Business Days after such
Master Servicer has received confirmation that such item has not been paid and
(ii) the earlier of (A) 30 days after the date such payments first become due
and (B) if applicable, five Business Days before the scheduled date of
foreclosure of any lien arising from nonpayment of such items. In no event shall
the Master Servicer or the Special Servicer be required to make any such
Servicing Advance that would, if made, be a Nonrecoverable Servicing Advance. To
the extent that a Mortgage Loan does not require a Borrower to escrow for the
payment of real estate taxes, assessments, Insurance Policy premiums, ground
rents (if applicable) and similar items, the Master Servicer and the Special
Servicer, as applicable, shall use reasonable efforts consistent with the
Servicing Standard to require that payments in respect of such items be made by
the Borrower at the time they first become due.

            (c) In accordance with the Servicing Standard and for all Mortgage
Loans and REO Properties that it is required to service, the Master Servicer
shall make a Servicing Advance with respect to each related Mortgaged Property
and each REO Property of all such funds as are necessary for the purpose of
effecting the payment of (without duplication) (i) ground rents (if applicable),
(ii) premiums on Insurance Policies, (iii) operating, leasing, managing and
Liquidation Expenses for REO Properties, (iv) environmental inspections, (v)
real estate taxes, assessments and other similar items that are or may become a
lien thereon and (vi) any other amount specifically required to be paid as a
Servicing Advance hereunder, if and to the extent monies in the Servicing
Accounts are insufficient to pay such item when due and the related Borrower has
failed to pay such item on a timely basis; provided that the Master Servicer
shall not be required to make any such advance that would, if made, constitute a
Nonrecoverable Servicing Advance.

            The Special Servicer shall give the Master Servicer and the Trustee
not less than five Business Days' written notice before the date on which the
Master Servicer is required to make any Servicing Advance with respect to any
Mortgage Loan or REO Property that the Special Servicer is required to service;
provided, however, that only two Business Days' notice shall be required in
respect of Servicing Advances required to be made on an urgent or emergency
basis (the Special Servicer to identify any such urgent or emergency basis to
the Master Servicer at the time it notifies such Master Servicer of the need to
make the Advance); and provided, further, that the Special Servicer shall not be
entitled to make such a request (other than for Servicing Advances required to
be made on an urgent or emergency basis) to the Master Servicer more frequently
than once per calendar month (although such request may relate to more than one
Servicing Advance); provided, further, that the Special Servicer may elect, but
shall not be obligated, to make Servicing Advances out of its own funds on an
emergency basis. The Master Servicer may pay the aggregate amount of such
Servicing Advances listed on a monthly request to the Special Servicer, in which
case the Special Servicer shall remit such Servicing Advances to the respective
ultimate payees. In addition, the Special Servicer shall provide the Master
Servicer and the Trustee with any information in its possession (including any
information that such Master Servicer or the Trustee, as applicable, may
reasonably request) to enable such Master Servicer or the Trustee, as
applicable, to determine whether a requested Servicing Advance would constitute
a Nonrecoverable Servicing Advance. Unless otherwise noted on such request that
the Servicing Advance is a Nonrecoverable Servicing Advance, any request by the
Special Servicer that the Master Servicer make a Servicing Advance shall be
deemed to be a determination by the Special Servicer that such requested
Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master
Servicer shall be entitled to conclusively rely on such determination; provided
that such determination shall not be binding upon such Master Servicer. On the
fourth Business Day before each Distribution Date, the Special Servicer shall
report to the Master Servicer the Special Servicer's determination as to whether
any Servicing Advance previously made by such Master Servicer with respect to a
Specially Serviced Mortgage Loan or related REO Property is a Nonrecoverable
Servicing Advance. The Master Servicer shall be entitled to conclusively rely on
such a determination; provided that such determination shall be binding upon
such Master Servicer if the Special Servicer determines that such Servicing
Advance is a Nonrecoverable Servicing Advance. The Master Servicer shall not be
responsible for any delay on the part of the Special Servicer to notify it of
any required Servicing Advance with respect to a Specially Serviced Mortgage
Loan or related REO Property.

            The Special Servicer may require the Master Servicer, and the Master
Servicer shall be obligated, out of the Master Servicer's own funds, to
reimburse the Special Servicer for any emergency Servicing Advances (other than
Nonrecoverable Servicing Advances) made by, but not previously reimbursed to,
the Special Servicer (together with Advance Interest thereon) from the date made
to, but not including, the date of reimbursement, upon the Special Servicer
providing to the Master Servicer an Officer's Certificate of the Special
Servicer, which certificate sets forth the details of the emergency Servicing
Advance and upon which the Master Servicer shall conclusively rely in
reimbursing the Special Servicer. Such reimbursement and any accompanying
payment of interest shall be made within ten Business Days of the written
request therefor by wire transfer of immediately available funds to an account
designated by the Special Servicer. The Master Servicer shall for all purposes
of this Agreement be deemed to have made such Servicing Advance on the date of
such Advance by the Special Servicer, and accordingly, the Master Servicer shall
be entitled to reimbursement for such Servicing Advance (together with Advance
Interest thereon), at the same time, in the same manner and to the same extent
as the Master Servicer would otherwise have been entitled if it had actually
made such Servicing Advance on the date of such Advance by the Special Servicer.
Notwithstanding the foregoing, the Master Servicer shall not be required to
reimburse the Special Servicer for, or to make at the direction of the Special
Servicer, any Servicing Advance if the Master Servicer determines in accordance
with the Servicing Standard that such Servicing Advance, although not
characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is
in fact a Nonrecoverable Servicing Advance. Such Master Servicer shall notify
the Special Servicer in writing of such determination and, if applicable, such
Nonrecoverable Servicing Advance shall be reimbursed to such Special Servicer
pursuant to Section 3.05(a) and in accordance with the following paragraph.

            Notwithstanding anything to the contrary set forth herein, the
Master Servicer may (or, at the direction of the Special Servicer, upon not less
than five Business Days' (or, if payment is required to be made on an urgent or
emergency basis as indicated by the Special Servicer, two Business Days') prior
written notice if a Specially Serviced Mortgage Loan or related REO Property is
involved, shall) pay directly out of the Collection Account any servicing
expense that, if advanced by the Master Servicer or the Special Servicer, would
constitute a Nonrecoverable Servicing Advance (which shall be deemed first made
from amounts distributable as principal and then from all other amounts
comprising general collections); provided that such payment shall be made only
if the Master Servicer (or the Special Servicer, if a Specially Serviced
Mortgage Loan or related REO Property is involved) has determined in accordance
with the Servicing Standard that making such payment is in the best interests of
the Certificateholders (or, in the case of a Mortgage Loan Combination, the
Certificateholders and the related B Loan Holder) (as a collective whole), as
evidenced by an Officer's Certificate (provided that no Officer's Certificate
shall be required if payment is required to be made on an urgent or emergency
basis, and in which case, the Master Servicer may rely on the Special Servicer's
request) promptly delivered by the Master Servicer or the Special Servicer, as
applicable, to the Trustee, the Master Servicer or the Special Servicer, as
applicable, the Depositor, each Rating Agency, the Series 2008-C1 Directing
Certificateholder, any Requesting Subordinate Certificateholder and any affected
B Loan Holder, setting forth the basis for such determination and accompanied by
any information that the Master Servicer or the Special Servicer may have
obtained that supports such determination; and provided, further, that, if a
Mortgage Loan Combination is involved, and if and to the extent that funds are
available in the related Mortgage Loan Combination Custodial Account, such
payment shall be made from such related Mortgage Loan Combination Custodial
Account.

            All such Servicing Advances and interest thereon shall be
reimbursable in the first instance from related collections from the Borrowers
and further as provided in Sections 3.04 and 3.05. No costs incurred by the
Master Servicer or the Special Servicer in effecting the payment of real estate
taxes, assessments and, if applicable, ground rents on or in respect of the
Mortgaged Properties shall, for purposes of calculating monthly distributions to
Certificateholders, be added to the unpaid principal balances of the related
Trust Mortgage Loans, notwithstanding that the terms of such Trust Mortgage
Loans so permit.

            If the Master Servicer is required under any provision of this
Agreement to make a Servicing Advance, but it does not do so when such Advance
is required to be made, the Trustee shall, if it has actual knowledge of such
failure on the part of such Master Servicer, give written notice of such failure
to such Master Servicer. If such Servicing Advance is not made by such Master
Servicer within three Business Days after such notice is given to such Master
Servicer, then (subject to Section 7.05) the Trustee shall, within one Business
Day thereafter, make such Servicing Advance.

            (d) In connection with its recovery of any Servicing Advance out of
the Collection Account pursuant to clauses (v) or (vi) of Section 3.05(a), from
a Mortgage Loan Combination Custodial Account pursuant to Section 3.04 or from a
Servicing Account pursuant to Section 3.03(a)(ii), the Master Servicer, the
Special Servicer and the Trustee shall each be entitled to receive, first out of
any Penalty Charges with respect to the related Mortgage Loan or REO Mortgage
Loan, and then out of any other amounts then on deposit in the Collection
Account, interest at the Reimbursement Rate in effect from time to time, accrued
on the amount of such Servicing Advance from and including the date made to, but
not including, the date of reimbursement; provided that any such interest with
respect to any Servicing Advances made or deemed made with respect to any
related B Loan or any successor REO B Loan with respect thereto that is not so
payable out of related Penalty Charges, shall be payable, after such Servicing
Advance is reimbursed, out of any other collections on such Mortgage Loan or REO
Mortgage Loan, as the case may be, on deposit in the applicable Mortgage Loan
Combination Custodial Account pursuant to Section 3.05(a) (except that this
provision is in no way intended to limit any rights that the Master Servicer,
the Special Servicer or the Trustee may have to receive payment for such
interest on such Servicing Advances from the related B Loan Holder under the
related Intercreditor Agreement); and provided, further, that any such interest
earned on any Servicing Advances made with respect to any Trust Mortgage Loan
that is part of a Mortgage Loan Combination or with respect to any REO Property
related to a Mortgage Loan Combination shall be payable out of the related
Mortgage Loan Combination Custodial Account, to the maximum extent permitted by
the related Intercreditor Agreement, before being paid out of general
collections on the Mortgage Pool on deposit in the Collection Account; and
provided, further, that the Master Servicer shall not be entitled to interest on
any Servicing Advance made thereby to the extent a payment that may be applied
to reimburse such Servicing Advance is received but is being held by or on
behalf of the Master Servicer in suspense.

            The Master Servicer shall reimburse itself, the Special Servicer or
the Trustee, as the case may be, for any outstanding Servicing Advance (together
with Advance Interest, as set forth in the preceding paragraph) made by such
Master Servicer, the Special Servicer or the Trustee as soon as practically
possible after funds available for such purpose are deposited in the Collection
Account or, if applicable, the related Mortgage Loan Combination Custodial
Account; provided that, upon a determination that a previously made Servicing
Advance is a Nonrecoverable Servicing Advance with respect to any Trust Mortgage
Loan or REO Trust Mortgage Loan, the Master Servicer may reimburse itself, the
Special Servicer or the Trustee, as applicable, immediately from general
collections in the Collection Account. Notwithstanding the foregoing, instead of
obtaining reimbursement out of general collections on the Mortgage Pool
immediately, if and to the extent that there are insufficient amounts that would
otherwise be distributable as principal to fully reimburse such Nonrecoverable
Servicing Advance, the Master Servicer, the Special Servicer or the Trustee, as
applicable, may, in its sole discretion as an accommodation to the Trust, elect
to obtain reimbursement for such Nonrecoverable Servicing Advance over a period
of time (not to exceed 12 months without the consent of the Series 2008-C1
Directing Certificateholder), with interest thereon at the Reimbursement Rate
(except that at any time after such a determination to obtain reimbursement over
time in accordance with this proviso, the Master Servicer, the Special Servicer
or the Trustee, as applicable, may, in its sole discretion, decide to obtain
reimbursement from general collections on the Mortgage Pool immediately),
provided, however, that the Master Servicer, the Special Servicer or the
Trustee, as applicable, must first reimburse itself to the extent of funds in
the Collection Account otherwise distributable as principal. The fact that a
decision to recover any Nonrecoverable Servicing Advance over time, or not to do
so, benefits some Classes of Certificateholders to the detriment of other
Classes shall not constitute a violation of the Servicing Standard by such
Master Servicer or the Special Servicer or a breach of any fiduciary duty owed
to the Certificateholders by the Trustee, or a breach of any other contractual
obligation owed to the Certificateholders by any party to this Agreement.

            (e) To the extent an operations and maintenance plan is required to
be established and executed pursuant to the terms of a Trust Mortgage Loan, the
Master Servicer or, with respect to Specially Serviced Trust Mortgage Loans, the
Special Servicer shall request from the Borrower written confirmation thereof
within a reasonable time after the later of the Closing Date and the date as of
which such plan is required to be established or completed. To the extent any
repairs, capital improvements, actions or remediations are required to have been
taken or completed pursuant to the terms of the Trust Mortgage Loan, the Master
Servicer or, with respect to Specially Serviced Trust Mortgage Loans, the
Special Servicer shall request from the Borrower written confirmation of such
actions and remediations within a reasonable time after the later of the Closing
Date and the date as of which such action or remediations are required to be or
to have been taken or completed. To the extent a Borrower fails to promptly
respond to any inquiry described in this Section 3.03(e), the Master Servicer
(with respect to Trust Mortgage Loans that are not Specially Serviced Trust
Mortgage Loans) shall determine whether the related Borrower has failed to
perform its obligations under the subject Trust Mortgage Loan and report any
such failure to the Special Servicer within a reasonable time after the date as
of which such operations and maintenance plan is required to be established or
executed or the date as of which such actions or remediations are required to be
or to have been taken or completed.

                  Section 3.04 The Collection Accounts, Distribution Account,
      Excess Interest Distribution Account, Excess Liquidation Proceeds Account,
      Floating Rate Account and Mortgage Loan Combination Custodial Accounts

            (a) The Master Servicer shall establish and maintain, or cause to be
established and maintained, a Collection Account, into which such Master
Servicer shall deposit or cause to be deposited on a daily basis (and, subject
to Section 3.04(e), in no event later than two Business Day's following receipt
of available funds), except as otherwise specifically provided herein, the
following payments and collections on the Mortgage Loans received after the
Cut-off Date (other than payments of principal and interest on the Trust
Mortgage Loans due and payable on or before the Cut-off Date, and other than
payments deposited into the Mortgage Loan Combination Custodial Account pursuant
to Section 3.04(e)) and payments on the Mortgage Loans (other than Principal
Prepayments) received by it on or prior to the Cut-off Date but allocable to a
period subsequent thereto:

            (i) all payments (from whatever source) on account of principal,
      including Principal Prepayments, on the Trust Mortgage Loans (including
      from a debt service reserve account or any party exercising cure rights);
      and

            (ii) all payments (from whatever source) on account of interest,
      including Default Interest and Excess Interest, Yield Maintenance Charges,
      Static Prepayment Premiums and late payment charges on the Trust Mortgage
      Loans (including from a debt service reserve account or any party
      exercising cure rights); and

            (iii) all Insurance and Condemnation Proceeds and Liquidation
      Proceeds received in respect of any Trust Mortgage Loan (other than
      Liquidation Proceeds that are to be deposited in the Distribution Account
      or the Excess Interest Distribution Account) together with any amounts
      representing recoveries of Workout-Delayed Reimbursement Amounts or
      Nonrecoverable Advances in respect of the related Trust Mortgage Loans;
      and

            (iv) any amounts required to be transferred to the Collection
      Account from the REO Account pursuant to Section 3.16(c) or from a
      Mortgage Loan Combination Custodial Account pursuant to Section 3.04(e);
      and

            (v) any amounts required to be deposited by such Master Servicer
      pursuant to Section 3.06 in connection with losses incurred with respect
      to Permitted Investments of funds held in such Collection Account; and

            (vi) any amounts required to be deposited by such Master Servicer or
      the Special Servicer pursuant to Section 3.07(b) in connection with losses
      resulting from a deductible clause in a blanket hazard policy or master
      single interest policy; and

            (vii) any amounts paid by any B Loan Holder or Mezzanine Loan Holder
      in respect of the related A Loan in connection with any cure or purchase
      option exercised pursuant to the terms of the related Intercreditor
      Agreement, or paid or reimbursed from the related Mortgage Loan
      Combination Custodial Account or by such B Loan Holder pursuant to Section
      3.05; and

            (viii) any amounts received by the Master Servicer with respect to
      the 450 Lexington Avenue Loan pursuant to the 450 Lexington Avenue
      Intercreditor Agreement.

            The foregoing requirements for deposit by the Master Servicer in the
Collection Account maintained by such Master Servicer shall be exclusive, it
being understood and agreed that actual payments from Borrowers in the nature of
Escrow Payments, charges for beneficiary statements or demands, assumption fees,
modification fees, extension fees, amounts collected for Borrower checks
returned for insufficient funds or other amounts that the Master Servicer or the
Special Servicer is entitled to retain as additional servicing compensation
pursuant to Section 3.11 need not be deposited by the Master Servicer in the
Collection Account. The Master Servicer shall promptly deliver to the Special
Servicer any of the foregoing items received by it, if and to the extent that
such items constitute additional special servicing compensation payable to the
Special Servicer. If the Master Servicer shall deposit in the Collection Account
any amount not required to be deposited therein, then (notwithstanding anything
herein to the contrary) it may at any time withdraw such amount from such
Collection Account.

            Within one Business Day of receipt of any of the amounts described
in clauses (i)-(iii) of the second preceding paragraph with respect to any
Specially Serviced Trust Mortgage Loan, the Special Servicer shall remit such
amounts to the Master Servicer for deposit into the Collection Account
maintained by the Master Servicer in accordance with the second preceding
paragraph (or, if such Specially Serviced Trust Mortgage Loan is part of a
Mortgage Loan Combination, into the related Mortgage Loan Combination Custodial
Account in accordance with Section 3.04(e)), unless the Special Servicer
determines, consistent with the Servicing Standard, that a particular item
should not be deposited because of a restrictive endorsement. With respect to
any such amounts paid by check to the order of the Special Servicer, the Special
Servicer shall endorse such check to the order of the Master Servicer (in its
capacity as such), without recourse, representation or warranty, unless the
Special Servicer determines, consistent with the Servicing Standard, that a
particular item cannot be so endorsed and delivered because of a restrictive
endorsement. In the event that the Special Servicer determines that any item
described in the preceding two sentences cannot be endorsed and delivered
because of a restrictive endorsement, the Special Servicer shall use reasonable
efforts, in accordance with the Servicing Standard, to promptly pursue a
non-restricted instrument for the applicable amount on behalf of and for the
benefit of the Trust. Any amounts received by the Special Servicer with respect
to an REO Property shall be deposited into the applicable REO Account and
remitted to the Master Servicer for deposit into the Collection Account (or, if
such REO Property relates to a Mortgage Loan Combination, into the related
Mortgage Loan Combination Custodial Account) pursuant to Section 3.16(c).

            (b) The Trustee shall establish and maintain the Distribution
Account in trust for the benefit of the Certificateholders. The Trustee shall
make deposits in and withdrawals from the Distribution Account in accordance
with the terms of this Agreement. The Master Servicer shall deliver to the
Trustee each month on or before 1:30 p.m., New York City time, on the related
Master Servicer Remittance Date, for deposit into the REMIC I Distribution
Account, that portion of the Available Distribution Amount (calculated without
regard to clauses (a)(iv), (a)(vii), (d), (e), (f) and (g) of the definition
thereof) for the related Distribution Date then on deposit in the Collection
Account maintained by such Master Servicer.

            Subject to Section 3.05, the Master Servicer (or, in the case of
clause (iii) below, the Master Servicer or the Special Servicer, as applicable),
shall, as and when required hereunder, deliver to the Trustee (or, in the case
of the Special Servicer, to the Master Servicer) for deposit into the REMIC I
Distribution Account:

            (i) any P&I Advances required to be made by such Master Servicer in
      accordance with Section 4.03 (or, if the Trustee succeeds to such Master
      Servicer's obligations hereunder, Section 7.05) with respect to the
      Mortgage Pool;

            (ii) any Liquidation Proceeds paid by such Master Servicer in
      connection with the purchase of all of the Trust Mortgage Loans and the
      Trust's interest in any REO Properties in the Trust Fund pursuant to
      Section 9.01 (exclusive of that portion thereof required to be deposited
      in the Collection Account or the Excess Interest Distribution Account, or
      remitted to a B Loan Holder, pursuant to Section 9.01);

            (iii) any Yield Maintenance Charges on the Trust Mortgage Loans and
      REO Trust Mortgage Loans;

            (iv) any payments required to be made by such Master Servicer
      pursuant to Section 3.02(c); and

            (v) any other amounts required to be so delivered by such Master
      Servicer for deposit into the Distribution Account pursuant to any
      provision of this Agreement.

            The Trustee shall, upon receipt, deposit in the Distribution Account
any and all amounts received by the Trustee that are required by the terms of
this Agreement to be deposited therein (including the withdrawal amount from the
Interest Reserve Account pursuant to Section 3.28(b) and such amount from the
Excess Liquidation Proceeds Account as required pursuant to Section 3.04(d)) and
any amounts required to be deposited by the Trustee pursuant to Section 3.06 in
connection with losses incurred with respect to Permitted Investments of funds
held in the Distribution Account.

            On each Distribution Date, the Trustee shall deposit or be deemed to
have withdrawn from the REMIC I Distribution Account and deposited in the REMIC
II Distribution Account an aggregate amount of immediately available funds equal
to the REMIC I Distribution Amount (with a credit for any Class A-2FL Net Fixed
Swap Payment deemed distributed on the preceding Class A-2FL Swap Payment Date
pursuant to Section 4.01(j)) and the amount of any Yield Maintenance Charges for
such Distribution Date allocated in payment of the Uncertificated REMIC I
Interests as specified in Section 4.01.

            (c) Prior to the Master Servicer Remittance Date relating to any
Collection Period in which Excess Interest is received on any ARD Trust Mortgage
Loan, the Trustee shall establish, and maintain the Excess Interest Distribution
Account, in the name of the Trustee for the benefit of the Holders of the Class
V Certificates. The Excess Interest Distribution Account shall be established
and maintained as an Eligible Account or, subject to Section 3.04(h), as a
subaccount of an Eligible Account. On or before each Master Servicer Remittance
Date, the Master Servicer shall remit to the Trustee for deposit into the Excess
Interest Distribution Account an amount equal to the Excess Interest received on
the respective ARD Trust Mortgage Loans (or any successor REO Trust Mortgage
Loans with respect thereto) during the related Collection Period. On each
Distribution Date, the Trustee shall withdraw the Excess Interest on deposit in
the Excess Interest Distribution Account for distribution pursuant to Section
4.01(f). On each Distribution Date, the Trustee shall deposit any Net Investment
Loss into the Excess Interest Distribution Account and shall be permitted to
withdraw any Net Investment Earnings from the Excess Interest Distribution
Account. Following the distribution of Excess Interest to Holders of the Class V
Certificates on the first Distribution Date after which no ARD Trust Mortgage
Loan and no successor REO Trust Mortgage Loan with respect to an ARD Trust
Mortgage Loan remains part of the Mortgage Pool, the Trustee shall terminate the
Excess Interest Distribution Account.

            (d) If any Excess Liquidation Proceeds are received, the Trustee
shall establish and maintain one or more accounts (collectively, the "Excess
Liquidation Proceeds Account") to be held in trust for the benefit of the
Certificateholders. Each account that constitutes the Excess Liquidation
Proceeds Account shall be an Eligible Account and, subject to Section 3.04(h),
may be a sub-account of the same Eligible Account as the Distribution Account.
By 2:00 p.m., New York City time, on each Master Servicer Remittance Date, the
Master Servicer shall withdraw from the Collection Account and remit to the
Trustee for deposit into the Excess Liquidation Proceeds Account all Excess
Liquidation Proceeds received by such Master Servicer during the Collection
Period ending on the Determination Date immediately prior to such Master
Servicer Remittance Date on the Mortgage Loans. If any Excess Liquidation
Proceeds received by the Master Servicer during any Collection Period relate to
any B Loan, such amount shall be deposited in the applicable Mortgage Loan
Combination Custodial Account.

            On the Business Day prior to each Distribution Date, the Trustee
shall withdraw from the Excess Liquidation Proceeds Account and deposit in the
Distribution Account, for distribution on such Distribution Date, an amount
equal to the lesser of (i) the entire amount, if any, then on deposit in the
Excess Liquidation Proceeds Account and (ii) the excess, if any, of the
aggregate amount distributable with respect to the Regular Certificates on such
Distribution Date pursuant to Sections 4.01(a) and 4.01(b), over the Available
Distribution Amount for such Distribution Date (calculated without regard to
such transfer from the Excess Liquidation Proceeds Account to the Distribution
Account); provided that on the Business Day prior to the Final Distribution
Date, the Trustee shall withdraw from the Excess Liquidation Proceeds Account
and deposit in the Distribution Account, for distribution on such Distribution
Date, any and all amounts then on deposit in the Excess Liquidation Proceeds
Account. On the Business Day prior to each Distribution Date, the Trustee shall
deposit any Net Investment Loss into the Excess Liquidation Proceeds Account and
shall be permitted to withdraw any Net Investment Earnings from the Excess
Liquidation Proceeds Account.

            (e) With respect to a CBA B Loan from and after the date, if any, on
which any CBA A/B Material Default occurs and is continuing with respect to the
subject CBA A/B Mortgage Loan Combination (and, as a result, such CBA B Loan is
being serviced hereunder), or if the Mortgaged Property securing the subject CBA
A/B Mortgage Loan Combination has become an REO Property, the Master Servicer
shall establish and maintain, or cause to be established and maintained, a
Mortgage Loan Combination Custodial Account, into which the Master Servicer
shall promptly deposit or cause to be deposited (in no event later than two
Business Day's following the receipt of available funds) (or shall transfer from
collections with respect to the related Mortgage Loan Combination on deposit in
the Collection Account maintained by such Master Servicer if any such amounts
were deposited in such account in error), except as otherwise specifically
provided herein, the following payments and collections on the applicable
Mortgage Loan Combination received after the Cut-off Date (other than payments
of principal and interest due and payable on or before the Cut-off Date) and the
following payments and collections (other than Principal Prepayments) received
on the applicable Mortgage Loan Combination by the Master Servicer on or prior
to the Cut-off Date but allocable to a period subsequent thereto:

            (i) all payments or transfers (from whatever source) on account of
      principal, including Principal Prepayments, on such Mortgage Loan
      Combination (including from a debt service reserve account or any party
      exercising cure rights); and

            (ii) all payments (from whatever source) on account of interest,
      including Default Interest and Excess Interest, Yield Maintenance Charges
      and late payment charges on such Mortgage Loan Combination (including from
      a debt service reserve account or any party exercising cure rights); and

            (iii) all Insurance and Condemnation Proceeds received in respect of
      such Mortgage Loan Combination, together with any amounts representing
      recoveries of Workout-Delayed Reimbursement Amounts or Nonrecoverable
      Advances in respect of the related Mortgage Loan Combination; and

            (iv) all Liquidation Proceeds of the type described in clauses (i)
      and (ii) of the definition of Liquidation Proceeds; and

            (v) any amounts required to be transferred to such Mortgage Loan
      Combination Custodial Account from the REO Account pursuant to Section
      3.16(c);

            (vi) any amounts required to be deposited by such Master Servicer
      pursuant to Section 3.06 in connection with losses incurred with respect
      to Permitted Investments of funds held in such Mortgage Loan Combination
      Custodial Account; and

            (vii) any amounts required to be deposited by such Master Servicer
      or the Special Servicer pursuant to Section 3.07(b) in connection with
      losses on such Mortgage Loan Combination resulting from a deductible
      clause in a blanket hazard policy or master single interest policy; and

            (viii) any amounts paid by the holder of any A Loan or any Mezzanine
      Loan Holder in connection with any purchase option exercised pursuant to
      the terms of the related Intercreditor Agreement, that are distributable
      to the related B Loan Holder.

            The foregoing requirements for deposit by the Master Servicer in a
Mortgage Loan Combination Custodial Account shall be exclusive, it being
understood and agreed that actual payments from a Borrower in the nature of
Escrow Payments, charges for beneficiary statements or demands, assumption fees,
modification fees, extension fees, amounts collected for Borrower checks
returned for insufficient funds or other amounts that the Master Servicer or the
Special Servicer is entitled to retain as additional servicing compensation
pursuant to Section 3.11 need not be deposited by the Master Servicer in such
Mortgage Loan Combination Custodial Account. If the Master Servicer shall
deposit in any Mortgage Loan Combination Custodial Account any amount not
required to be deposited therein, then such Master Servicer (notwithstanding
anything herein to the contrary) may at any time withdraw such amount from such
Mortgage Loan Combination Custodial Account.

            Within one Business Day of receipt of any of the amounts described
in clauses (i)-(iv) of the second preceding paragraph with respect to any
Specially Serviced Mortgage Loan that is part of a Mortgage Loan Combination
during the period that the related B Loan is being serviced hereunder, the
Special Servicer shall remit such amounts to the Master Servicer for deposit
into the related Mortgage Loan Combination Custodial Account pursuant to the
second preceding paragraph. Any amounts received by the Special Servicer with
respect to an REO Property that relates to a Mortgage Loan Combination shall be
deposited into the REO Account and remitted to the Master Servicer for deposit
into the related Mortgage Loan Combination Custodial Account pursuant to Section
3.16(c).

            With respect to a CBA B Loan from and after the date, if any, on
which any CBA A/B Material Default occurs and is continuing with respect to the
subject CBA A/B Mortgage Loan Combination (and, as a result, such CBA B Loan is
being serviced hereunder), or if the Mortgaged Property securing the subject CBA
A/B Mortgage Loan Combination has become an REO Property, the Master Servicer
shall, as and when required pursuant to the related Intercreditor Agreement and
Section 3.05(a) (and in any event no later than the related Master Servicer
Remittance Date), withdraw from the related Mortgage Loan Combination Custodial
Account and pay to the applicable parties hereunder such amounts as is permitted
under the related Intercreditor Agreement and this Agreement for purposes of the
reimbursement of Advances, the payment of interest on Advances, the payment of
Master Servicing Fees (including Primary Servicing Fees), Special Servicing
Fees, Workout Fees and Liquidation Fees and the payment of any other servicing
expenses and fees relating to the subject Mortgage Loan Combination or any
related REO Property and, further, pay to the Trust, as "A Note Holder" (or
similar term) under the related Intercreditor Agreement, and to the B Loan
Holder, all amounts to which each of them is entitled in respect of the subject
A Loan or B Loan, respectively, in accordance with the related Intercreditor
Agreement. The foregoing payments shall be made in accordance with the
priorities set forth in the related Intercreditor Agreement. Payments to the
Trust shall be made by transfer of the applicable funds to the Collection
Account, and payments to the B Loan Holder shall be made in accordance with the
related Intercreditor Agreement.

            The Master Servicer may pay itself monthly any Net Investment
Earnings with respect to a Mortgage Loan Combination Custodial Account with
respect to a Mortgage Loan it services.

            (f) [Reserved]

            (g) Funds on deposit in a Collection Account and any Mortgage Loan
Combination Custodial Account may be invested only in Permitted Investments in
accordance with the provisions of Section 3.06. Funds on deposit in the
Distribution Account, the Excess Interest Distribution Account and the Excess
Liquidation Proceeds Account may be invested only in Permitted Investments in
accordance with the provisions of Section 3.06. The Master Servicer shall give
notice to the Trustee, the Special Servicer, the Rating Agencies and the
Depositor of the location of its Collection Account and any Mortgage Loan
Combination Custodial Account prior to any change thereof. As of the Closing
Date (or the date such account is established, if later), the Distribution
Account, the Excess Liquidation Proceeds Account and the Excess Interest
Distribution Account shall be located at the offices of the Trustee. The Trustee
shall give notice to the Master Servicer and the Depositor of any new location
of the Distribution Account, the Excess Liquidation Proceeds Account or the
Excess Interest Distribution Account, prior to any change thereof.

            (h) Notwithstanding the foregoing or any other provision to the
contrary in this Agreement, the Master Servicer may maintain the Collection
Account and the respective Mortgage Loan Combination Custodial Accounts to be
maintained by it (if any) as multiple separate sub-accounts of a single Eligible
Account; provided that: (i) all deposits into and withdrawals from such single
Eligible Account shall be made in the same manner as would be the case if the
Collection Account and the respective Mortgage Loan Combination Custodial
Accounts were maintained as multiple separate accounts; (ii) all distributions
on the Certificates will be calculated and made in the same manner as would be
the case if such Collection Account and such respective Mortgage Loan
Combination Custodial Accounts were maintained as multiple separate accounts;
(iii) such Master Servicer shall make credits and debits to those multiple
sub-accounts in a manner consistent with the provisions of this Agreement
governing deposits and withdrawals of funds to and from the Collection Account
and the respective Mortgage Loan Combination Custodial Accounts, respectively;
(iv) such Master Servicer's maintaining such Collection Account and such
respective Mortgage Loan Combination Custodial Accounts as multiple separate
sub-accounts of a single Eligible Account (as opposed to in the form of multiple
separate Eligible Accounts) shall not materially and adversely affect any of the
Certificateholders or any B Loan Holder; and (v) such single Eligible Account
shall be entitled substantially as follows: "KeyCorp Real Estate Capital
Markets, Inc. [or the name of any successor Master Servicer], as Master
Servicer, in trust for Wells Fargo Bank, N.A., as Trustee, on behalf of Holders
of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2008-C1, and the respective B Loan Holders, as
their interests may appear, Collection/Custodial Account."

            (i) Also notwithstanding the foregoing or any other provision to the
contrary in this Agreement, the Trustee may maintain the Distribution Account,
the Excess Interest Distribution Account, the Interest Reserve Account, the
Floating Rate Account and the Excess Liquidation Proceeds Account as five
separate subaccounts of a single Eligible Account; provided that: (i) all
deposits into and withdrawals from such single Eligible Account shall be made in
the same manner as would be the case if the Distribution Account, the Excess
Interest Distribution Account, the Interest Reserve Account, the Floating Rate
Account and the Excess Liquidation Proceeds Account were maintained as five
separate accounts; (ii) all distributions on the Certificates will be calculated
and made in the same manner as would be the case if the Distribution Account,
the Excess Interest Distribution Account, the Interest Reserve Account, the
Floating Rate Account and the Excess Liquidation Proceeds Account were
maintained as five separate accounts; (iii) the Trustee shall make debits and
credits to those five subaccounts in a manner consistent with the provisions of
this Agreement governing transfers of funds between the Distribution Account,
the Excess Interest Distribution Account, the Interest Reserve Account, the
Floating Rate Account and the Excess Liquidation Proceeds Account, as the case
may be; (iv) the Trustee's maintaining the Distribution Account, the Excess
Interest Distribution Account, the Interest Reserve Account, the Floating Rate
Account and the Excess Liquidation Proceeds Account as four separate subaccounts
of a single Eligible Account (as opposed to in the form of five separate
Eligible Accounts) shall not materially and adversely affect any of the
Certificateholders; and (v) such single Eligible Account shall be entitled
"Wells Fargo Bank, N.A., as Trustee, in trust for the registered holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2008-C1, Distribution Account, Excess Interest
Distribution Account, Interest Reserve Account, the Floating Rate Account and
the Excess Liquidation Proceeds Account." The subaccount maintained for the
Distribution Account shall be further subdivided into the REMIC I Distribution
Account and the REMIC II Distribution Account, and deposits into and withdrawals
from such accounts shall be made or deemed made as provided in this Agreement.

            (j) The Trustee, on behalf of the Trust Fund, shall establish and
maintain the Floating Rate Account in trust for the benefit of the Swap
Counterparty and the Holders of the Class A-2FL Certificates. The Floating Rate
Account shall be an asset of Grantor Trust A-2FL and not of either REMIC Pool or
Grantor Trust V. The Trustee shall make or be deemed to have made deposits in
and withdrawals from the Floating Rate Account in accordance with the terms of
this Agreement. On the Business Day preceding each Distribution Date, the
Trustee shall deposit in the Floating Rate Account any amounts required to be so
deposited by the Trustee pursuant to Section 3.06 in connection with losses
incurred with respect to Permitted Investments of funds held in the Floating
Rate Account and, to the extent permitted by Section 3.06, shall be permitted to
withdraw any Net Investment Earnings from the Floating Rate Account. On each
Class A-2FL Swap Payment Date, following any deposit to the Distribution Account
on or prior to such date, the Trustee shall be deemed to deposit into the
Floating Rate Account (i) the Class A-2FL Net Fixed Swap Payment distributable
with respect to the Class LA-2FL Uncertificated Interest and the Class A-2FL
Regular Interest pursuant to Section 3.04(b) and payable to the Swap
Counterparty for such Distribution Date (such amounts to be credited against
amounts otherwise distributable in respect of the Class LA-2FL Uncertificated
Interest and the Class A-2FL Regular Interest pursuant to Section 4.01(a) and
Section 4.01(b) in respect of such Distribution Date) and (ii) all amounts
received from the Swap Counterparty under the Swap Agreement. If the Trustee
deposits in the Floating Rate Account any amount not required to be deposited
therein, it may at any time withdraw such amount from the Floating Rate Account,
any provision herein to the contrary notwithstanding.

            On the Class A-2FL Swap Payment Date preceding each Distribution
Date, the Trustee shall deliver to the Swap Counterparty, the Class A-2FL Net
Fixed Swap Payment due to the Swap Counterparty with respect to such
Distribution Date that was deposited in the Floating Rate Account pursuant to
this Section 3.04(j), and such portion shall be deemed to have been distributed
in respect of the Class LA-2FL Uncertificated Interest and the Class A-2FL
Regular Interest pursuant to the terms of this Agreement.

                  Section 3.05 Permitted Withdrawals from the Collection
      Account, the Distribution Account and the Floating Rate Account

            (a) Subject to the provisions of this Section 3.05(a), the Master
Servicer may, from time to time, make withdrawals from the Collection Account
maintained by it for any of the following purposes (the order set forth below
not constituting an order of priority for such withdrawals):

            (i) to remit to the Trustee for deposit into the REMIC I
      Distribution Account the amount required to be remitted pursuant to the
      first paragraph of Section 3.04(b) and clause (iii) of the second
      paragraph of Section 3.04(b) and the amount to be applied to make P&I
      Advances by such Master Servicer pursuant to Section 4.03(a);

            (ii) to remit to the Trustee for deposit into the Excess Interest
      Distribution Account any Excess Interest on the ARD Trust Mortgage Loans
      and any successor REO Trust Mortgage Loans with respect thereto pursuant
      to Section 3.04(c);

            (iii) to pay (w) to the Master Servicer or the holder of such Master
      Servicer's Excess Servicing Strip (subject to Section 3.11(a)), unpaid
      Master Servicing Fees (including any Primary Servicing Fees) to which it
      or such holder is entitled pursuant to Section 3.11(a) in respect of each
      Mortgage Loan and REO Mortgage Loan, (x) to any Primary Servicer entitled
      thereto, the related Primary Servicing Fee (with the Master Servicer's
      rights, the rights of any other holder of the Excess Servicing Strip and
      any Primary Servicer's rights to payment pursuant to this clause (iii)
      with respect to any Trust Mortgage Loan, REO Trust Mortgage Loan or B
      Loan, as applicable, being limited to amounts received on or in respect of
      such Trust Mortgage Loan or B Loan (whether in the form of payments,
      Liquidation Proceeds or Insurance and Condemnation Proceeds), or such REO
      Trust Mortgage Loan (whether in the form of REO Revenues, Liquidation
      Proceeds or Insurance and Condemnation Proceeds) that are allocable as a
      recovery of interest thereon), (y) to pay any Broker Strip Payee entitled
      thereto, the related Broker Strip and (z) to the Special Servicer, unpaid
      Special Servicing Fees to which it is entitled in accordance with Section
      3.11(b) (out of general collections) in respect of each Specially Serviced
      Trust Mortgage Loan, REO Trust Mortgage Loan and, to the extent set forth
      in the related Intercreditor Agreement, each B Loan;

            (iv) to reimburse itself or the Trustee, as applicable, for
      unreimbursed P&I Advances (to the extent not previously reimbursed in the
      form of a Cure Payment from any B Loan Holder), the Master Servicer's or
      the Trustee's right to receive payment pursuant to this clause (iv) being
      limited to amounts received which represent Late Collections of interest
      (net of the related Master Servicing Fees and Broker Strip Interest, if
      any) on and principal of the particular Trust Mortgage Loans and REO Trust
      Mortgage Loans with respect to which such P&I Advances were made;
      provided, however, that if such P&I Advance becomes a Workout-Delayed
      Reimbursement Amount, then such P&I Advance shall thereafter be reimbursed
      from the portion of general collections and recoveries on or in respect of
      the Trust Mortgage Loans and REO Properties on deposit in the Collection
      Account from time to time that represent collections or recoveries of
      principal to the extent provided in clause (vi) below, first from such
      amounts that are allocated to the Loan Group to which such Trust Mortgage
      Loan belongs and second from such amounts that are allocated to the other
      Loan Group;

            (v) to reimburse itself, the Special Servicer or the Trustee, as
      applicable, for unreimbursed Servicing Advances (the Master Servicer's,
      the Special Servicer's or the Trustee's, as the case may be, respective
      rights to receive payment pursuant to this clause (v) with respect to any
      Mortgage Loan or REO Property being limited to, as applicable, related
      payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and
      REO Revenues); provided, however, that if such Servicing Advance becomes a
      Workout-Delayed Reimbursement Amount, then such Servicing Advance shall
      thereafter be reimbursed from the portion of general collections and
      recoveries on or in respect of the Mortgage Loans and REO Properties on
      deposit in the Collection Account from time to time that represent
      collections or recoveries of principal to the extent provided in clause
      (vi) below, first from such amounts that are allocated to the Loan Group
      to which such Mortgage Loan belongs and second from such amounts that are
      allocated to the other Loan Group;

            (vi) to reimburse itself, the Special Servicer or the Trustee, as
      applicable, for (A) Nonrecoverable Advances, first out of Late
      Collections, REO Revenues, Liquidation Proceeds and Insurance and
      Condemnation Proceeds received on the related Mortgage Loan, then out of
      the principal portion of general collections on the Mortgage Loans and REO
      Properties (first from such amounts that are allocated to the Loan Group
      to which such Mortgage Loan belongs and second from such amounts that are
      allocated to the other Loan Group) and, to the extent the principal
      portion of general collections is insufficient and with respect to such
      excess only, subject to any exercise of the sole option of the Master
      Servicer, the Special Servicer or the Trustee to defer reimbursement
      thereof pursuant to Section 3.03(d) or 4.03(d), as applicable, out of
      other collections on the Mortgage Loans and REO Properties and (B)
      Workout-Delayed Reimbursement Amounts, out of the principal portion of the
      general collections on the Mortgage Loans and REO Properties, net of such
      amounts being reimbursed pursuant to (A) above, first from such amounts
      that are allocated to the Loan Group to which such Mortgage Loan belongs
      and second from such amounts that are allocated to the other Loan Group;

            (vii) at such time as it reimburses itself, the Special Servicer or
      the Trustee, as applicable, for (a) any unreimbursed P&I Advance pursuant
      to clause (iv) above (including, pursuant to clause (vi) above, any such
      P&I Advance that constitutes a Workout-Delayed Reimbursement Amount), to
      pay itself or the Trustee, as applicable, any Advance Interest accrued and
      payable thereon in accordance with Section 4.03(d), (b) any unreimbursed
      Servicing Advances pursuant to clause (v) above (including, pursuant to
      clause (vi) above, any such Servicing Advance that constitutes a
      Workout-Delayed Reimbursement Amount) or pursuant to Section 3.03(a)(ii),
      to pay itself, the Special Servicer or the Trustee, as the case may be,
      any Advance Interest accrued and payable thereon in accordance with
      Section 3.03(d) or (c) any Nonrecoverable Advances pursuant to clause (vi)
      above, to pay itself, the Special Servicer or the Trustee, as the case may
      be, any Advance Interest accrued and payable thereon (all such Advance
      Interest to be payable first out of Penalty Charges on the related
      Mortgage Loan or REO Mortgage Loan and then out of general collections on
      the Mortgage Loans and REO Properties; provided, that Advance Interest
      accrued and payable on any Workout-Delayed Reimbursement Amount as set
      forth in subclause (a) or (b) above shall be solely reimbursable from the
      principal portion of general collections, net of any amount used to
      reimburse any Nonrecoverable Advance and Advance Interest thereon);

            (viii) to pay the Special Servicer (or, if applicable, any
      predecessor thereto) earned and unpaid Workout Fees and Liquidation Fees
      with respect to any Specially Serviced Mortgage Loan or REO Mortgage Loan
      to which it is entitled pursuant to, and from the sources contemplated by,
      Section 3.11(b);

            (ix) to reimburse itself, the Special Servicer, the Depositor or the
      Trustee, as the case may be, for any unreimbursed expenses reasonably
      incurred by such Person in respect of any Breach or Defect relating to a
      Trust Mortgage Loan and giving rise to a repurchase obligation of any
      Mortgage Loan Seller under Section 7 of the related Mortgage Loan Purchase
      Agreement (or, in the case of any Column Trust Mortgage Loan, the Column
      Performance Guarantor under the Column Performance Guarantee), including,
      any expenses arising out of the enforcement of the repurchase obligation,
      each such Person's right to reimbursement pursuant to this clause (ix)
      with respect to any Trust Mortgage Loan being limited to that portion of
      the Purchase Price paid for such Trust Mortgage Loan that represents such
      expense in accordance with clause (v) of the definition of Purchase Price;

            (x) subject to Section 2.03(b), to reimburse itself, the Trustee or
      the Special Servicer, as the case may be, first out of Liquidation
      Proceeds and Insurance and Condemnation Proceeds with respect to the
      subject Mortgage Loan and then out of general collections on the Trust
      Mortgage Loans and any related REO Properties, for any unreimbursed
      expense reasonably incurred by such Person relating to a Trust Mortgage
      Loan required to be serviced by such Master Servicer in connection with
      the enforcement of any Mortgage Loan Seller's obligations under Section 7
      of the related Mortgage Loan Purchase Agreement (or, in the case of any
      Column Trust Mortgage Loan, the Column Performance Guarantor's obligations
      under the Column Performance Guarantee), but only to the extent that such
      expenses are not reimbursable pursuant to clause (ix) above or otherwise;

            (xi) to pay itself, as additional master servicing compensation all
      amounts relating to the Mortgage Pool specified in Section 3.11(a); and to
      pay the Special Servicer, as additional special servicing compensation all
      amounts relating to the Mortgage Pool specified in Section 3.11(b);

            (xii) to recoup any amounts deposited in the Collection Account in
      error;

            (xiii) to pay itself, the Special Servicer, the Trustee, the
      Depositor or any of their respective affiliates, directors, officers,
      shareholders, members, managers, partners, employees and agents (including
      any Primary Servicer), as the case may be, any amounts payable to any such
      Person out of the Collection Account pursuant to Sections 6.03(a) or
      6.03(b);

            (xiv) to pay or reimburse, as applicable, the appropriate party for
      (A) the cost of any Opinion of Counsel contemplated by Sections 11.01(a)
      or 11.01(c) in connection with an amendment to this Agreement requested by
      the Trustee, the Special Servicer or the Master Servicer, which amendment
      is in furtherance of the rights and interests of Certificateholders, (B)
      the cost of obtaining the REO Extension contemplated by Section 3.16(a)
      (the amounts contemplated by this clause may be paid from the Collection
      Account), (C) any reasonable out-of-pocket cost or expense (including the
      reasonable fees of tax accountants and attorneys) incurred by the Trustee
      pursuant to Section 3.17(a)(iii) in connection with providing advice to
      the Special Servicer with respect to any REO Property (except to the
      extent that the subject expense relates to any B Loan or any successor REO
      B Loan with respect thereto), and (D) to the extent not otherwise advanced
      by such Master Servicer, any fees and/or expenses payable or reimbursable,
      as the case may be, in accordance with Section 3.18, to such Master
      Servicer, the Trustee or an Independent third party for confirming, in
      accordance with such Section 3.18(b), a Fair Value determination made with
      respect to any Defaulted Trust Mortgage Loan;

            (xv) to pay itself, the Special Servicer, the Trustee or the
      Depositor, as the case may be, any amount related to the Mortgage Loans
      and/or REO Properties that is specifically required to be paid to such
      Person at the expense of the Trust Fund under any provision of this
      Agreement, including pursuant to any indemnification of such party
      hereunder, and to which reference is not made in any other clause of this
      Section 3.05(a), it being acknowledged that this clause (xv) shall not be
      construed to modify any limitation otherwise set forth in this Agreement
      on the time at which any Person is entitled to payment or reimbursement of
      any amount or the funds from which any such payment or reimbursement is
      permitted to be made;

            (xvi) to pay, in accordance with Section 3.03(c), out of general
      collections on the Mortgage Loans and any REO Properties, certain
      servicing expenses related to the Mortgage Loans and REO Properties that
      would, if advanced, constitute Nonrecoverable Servicing Advances;

            (xvii) to pay itself, the Special Servicer, a Mortgage Loan Seller,
      any B Loan Holder or any other particular Person, as the case may be, with
      respect to each Mortgage Loan, if any, previously purchased by such Person
      pursuant to this Agreement, all amounts received thereon subsequent to the
      date of purchase;

            (xviii) to pay for the cost of any environmental testing performed
      at the Special Servicer's direction pursuant to the last sentence of
      Section 3.09(c) and to pay for the cost of any remedial actions taken in
      accordance with Section 3.09(c) to address actual or potential adverse
      environmental conditions;

            (xix) to transfer to the related Mortgage Loan Combination Custodial
      Account or to pay any amounts payable by the holder of the related A Loan
      to any B Loan Holder under the related Intercreditor Agreement, including,
      to pay in accordance with Section 3.34(c), out of general collections on
      the Mortgage Loans and any REO Properties, certain amounts payable by the
      holder of the 450 Lexington Avenue Mortgage Loan pursuant to the 450
      Lexington Avenue Intercreditor Agreement;

            (xx) to remit any Excess Liquidation Proceeds to the Trustee for
      deposit into the Excess Liquidation Proceeds Account in accordance with
      Section 3.04(d); and

            (xxi) to clear and terminate the Collection Account at the
      termination of this Agreement pursuant to Section 9.01;

provided, however, that, in the case of the CBA A/B Mortgage Loan Combination:

                  (A) to the maximum extent permitted by the related CBA A/B
            Intercreditor Agreement, Special Servicing Fees, Workout Fees,
            Liquidation Fees, and all other servicing costs and expenses
            relating to such CBA A/B Mortgage Loan Combination or any related
            REO Property shall be paid or reimbursed, as applicable, out of
            amounts otherwise payable to the holder of the related CBA B Loan or
            any successor REO Mortgage Loan with respect thereto; and

                  (B) no fees, costs or expenses, including servicing
            compensation, allocable to the related CBA B Loan or any successor
            REO Mortgage Loan with respect thereto (other than related Servicing
            Advances (including Workout-Delayed Reimbursement Amounts), which
            are otherwise payable or reimbursable, as applicable, in accordance
            with this Agreement) shall be paid or reimbursed, as applicable, out
            of any payments or other collections on the Mortgage Loans and/or
            any successor REO Mortgage Loans with respect thereto (exclusive of
            the related CBA A Loan or any successor REO Mortgage Loan with
            respect thereto); and

                  (C) no fees, costs or expenses allocable to the Mortgage
            Loans, any successor REO Mortgage Loans with respect thereto or any
            particular such Mortgage Loan or REO Mortgage Loan (exclusive of the
            related CBA A Loan or any successor REO Mortgage Loan with respect
            thereto) shall be paid out of payments and other collections on, or
            amounts otherwise payable to the holder of, the related CBA B Loan
            or any successor REO Mortgage Loan with respect thereto; and

provided further, however, that in the case of any B Loan (to the extent not
inconsistent with the preceding provisos):

                  (A) the Master Servicer shall be entitled to make transfers
            from time to time, from the related Mortgage Loan Combination
            Custodial Account to the applicable Collection Account, of amounts
            necessary for the payments and/or reimbursements of amounts
            described above in this Section 3.05(a), including the foregoing
            provisos, but only insofar as the payment or reimbursement described
            therein arises from or is related to the related Mortgage Loan or
            the subject Mortgage Loan Combination, pursuant to this Agreement
            and, in either case, is allocable to the related B Loan pursuant to
            the related Intercreditor Agreement, and such Master Servicer shall
            also be entitled to make transfers from time to time, from the
            related Mortgage Loan Combination Custodial Account to the
            Collection Account, of amounts transferred to such related Mortgage
            Loan Combination Custodial Account in error, and amounts necessary
            for the clearing and termination of the related Mortgage Loan
            Combination Custodial Account pursuant to Section 9.01; and

                  (B) the Master Servicer shall on the second Business Day
            following receipt of payment from the related Borrower or as
            otherwise required under the related Intercreditor Agreement, remit
            to the related B Loan Holder any amounts on deposit in the related
            Mortgage Loan Combination Custodial Account (net of amounts
            permitted or required to be transferred therefrom as described in
            clause (A) above), to the extent that such B Loan Holder is entitled
            thereto under the related Intercreditor Agreement (including, if
            applicable, by way of the operation of any provision of the related
            Intercreditor Agreement(s) that entitles the holder of such B Loan
            to reimbursement of cure payments made by it).

            Expenses incurred with respect to each Mortgage Loan Combination
being serviced under this Agreement shall be allocated in accordance with the
corresponding Intercreditor Agreement(s).

            If the Master Servicer is entitled to make any payment or
reimbursement described above and such payment or reimbursement relates to a
Mortgage Loan Combination, then such Master Servicer shall, if funds on deposit
in such Mortgage Loan Combination Custodial Account are insufficient therefor,
request the related B Loan Holder to make such payment or reimbursement to the
extent such B Loan Holder is obligated to make such payment or reimbursement
pursuant to the related Intercreditor Agreement. If such B Loan Holder fails to
make such payment or reimbursement that it is obligated to make within three
Business Days following such request, then (subject to the provisos to the first
paragraph of this Section 3.05(a)) such Master Servicer shall be entitled to
make such payment or reimbursement from the applicable Collection Account. The
Master Servicer shall use reasonable efforts to recover any such payment or
reimbursement paid out of general collections on the Mortgage Pool from such B
Loan Holder, and if such payment or reimbursement is subsequently recovered from
such B Loan Holder or from payments from the Borrower or proceeds of the
Mortgage Loan Combination Custodial Account that would otherwise be payable to
the B Loan Holder, to the extent that any amounts were previously taken by such
Master Servicer from general collections on the Mortgage Pool on deposit in its
Collection Account, the amount recovered (or otherwise to be paid to the B Loan
Holder) shall be deposited into the Collection Account and shall not be
deposited into the related Mortgage Loan Combination Custodial Account.

            Subject to the provisions of Section 3.03(c), the Master Servicer
shall pay to the Special Servicer from the Collection Account amounts permitted
to be paid to the Special Servicer therefrom, promptly upon receipt of a
certificate of a Servicing Officer of the Special Servicer describing the item
and amount to which the Special Servicer is entitled. The Master Servicer may
rely conclusively on any such certificate and shall have no duty to re-calculate
the amounts stated therein. The Special Servicer shall keep and maintain
separate accounting for each Specially Serviced Mortgage Loan and REO Property,
on a loan-by-loan and property-by-property basis, for the purpose of justifying
any request thereby for withdrawal from a Collection Account.

            The Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan and property-by-property basis when appropriate, for
the purpose of justifying any withdrawal from the Collection Account and
Mortgage Loan Combination Custodial Account.

            If at any time the Master Servicer (or the Trustee) determines that
the reimbursement of a Nonrecoverable Advance during a Collection Period will
exceed the full amount of the principal portion of general collections received
on the Mortgage Loans during such Collection Period, then such Master Servicer
(or the Trustee) shall use its reasonable efforts to give the Rating Agencies at
least 15 days' notice prior to any reimbursement to it of Nonrecoverable
Advances from amounts in its Collection Account allocable to interest on the
Mortgage Loans unless extraordinary or unanticipated circumstances, including,
without limitation, the following, make such notice impractical (1) the Master
Servicer (or the Trustee) determines in its sole discretion that waiting 15 days
after such a notice could jeopardize its (or the Trustee's) ability to recover
such Nonrecoverable Advance, (2) changed circumstances or new or different
information becomes known to the Master Servicer (or the Trustee) that could
affect or cause a determination of whether any Advance is a Nonrecoverable
Advance, whether to defer reimbursement of a Nonrecoverable Advance or the
determination in clause (1) above, or (3) the Master Servicer has not timely
received from the Trustee information requested by the Master Servicer to
consider in determining whether to defer reimbursement of a Nonrecoverable
Advance (or the Trustee has not timely received from the Master Servicer
information requested by the Trustee to consider in determining whether to defer
reimbursement of a Nonrecoverable Advance); provided, however, that, if clause
(1), (2) or (3) apply, the Master Servicer (or, if applicable, the Trustee)
shall use reasonable efforts to give Rating Agencies notice of an anticipated
reimbursement to it of Nonrecoverable Advances from amounts in its Collection
Account allocable to interest on the Mortgage Loans as soon as reasonably
practicable in such circumstances. The failure to give such notice to the Rating
Agencies shall not give rise to any liability whatsoever on the part of the
Master Servicer or Trustee, and shall not be a condition for reimbursement of a
Nonrecoverable Advance from its Collection Account.

            (b) The Trustee, may, from time to time, make or be deemed to make
withdrawals from the Distribution Account for any of the following purposes:

            (i) to make distributions or deemed distributions of the Available
      Distribution Amount and any Yield Maintenance Charges and/or Static
      Prepayment Premiums on the Trust Mortgage Loans and REO Trust Mortgage
      Loans in respect of the Uncertificated REMIC I Interests, and to the
      Certificateholders pursuant to Section 3.04(j) and Section 4.01;

            (ii) to pay the Trustee accrued but unpaid Trustee Fees;

            (iii) to pay to the Trustee or any of its Affiliates, directors,
      officers, employees and agents, as the case may be, any amounts payable or
      reimbursable out of the Distribution Account to any such Person hereunder,
      including but not limited to those pursuant to Section 6.03(a), 6.03(b),
      8.05(c) or 8.05(d);

            (iv) to pay for the cost of recording this Agreement;

            (v) to pay for the cost of the Opinion of Counsel contemplated by
      Section 11.01(c) in connection with any amendment to this Agreement
      requested by the Trustee;

            (vi) to pay any and all federal, state and local taxes imposed on
      any of the REMIC Pools or any of their assets or transactions, together
      with all incidental costs and expenses, to the extent that none of the
      Depositor, the Master Servicer, the Special Servicer or the Trustee is
      liable therefor;

            (vii) to recoup any amounts deposited in the Distribution Account in
      error;

            (viii) to transfer amounts required to be transferred to the
      Interest Reserve Account pursuant to Section 3.28(a);

            (ix) to pay the Trustee any Net Investment Earnings on funds in the
      Distribution Account pursuant to Section 3.06; and

            (x) to clear and terminate the Distribution Account at the
      termination of this Agreement pursuant to Section 9.01.

            (c) Notwithstanding anything herein to the contrary, with respect to
any Mortgage Loan, (i) if amounts on deposit in the Collection Account and the
Distribution Account are not sufficient to pay the full amount of the Master
Servicing Fee listed in Section 3.05(a)(iii) and the Trustee Fee, then the
Trustee Fee, shall be paid in full prior to the payment of any Master Servicing
Fee payable under Section 3.05(a)(ii) and (ii) if amounts on deposit in the
Collection Account are not sufficient to reimburse the full amount of, together
with interest on, Advances listed in Sections 3.05(a)(iv), (v), (vi) and (vii),
then reimbursements shall be paid first to the Trustee and then to the Master
Servicer.

            (d) The Trustee may make withdrawals from the REMIC II Distribution
Account to make or be deemed to make distributions to the Floating Rate Account
in respect of the Class A-2FL Regular Interest pursuant to Section 3.04(j) and
Section 4.01 or Section 9.01, as applicable.

            (e) The Trustee may from time to time make withdrawals from the
Floating Rate Account for (but only for) the following purposes:

            (i) to make regularly scheduled payments of the Class A-2FL Net
      Fixed Swap Payment to the Swap Counterparty pursuant to Section 3.35(e),
      to the extent such payment is required under the Swap Agreement;

            (ii) to make distributions to the Class A-2FL Certificateholders on
      each Distribution Date pursuant to Section 4.01(g);

            (iii) to pay itself Net Investment Earnings earned on funds held in
      the Floating Rate Account;

            (iv) to pay to the Persons entitled thereto any amounts deposited in
      the Floating Rate Account in error; and

            (v) to clear and terminate the Floating Rate Account pursuant to
      Section 9.01.

                  Section 3.06 Investment of Funds in the Collection Account,
      Mortgage Loan Combination Custodial Accounts, Servicing Accounts, Cash
      Collateral Accounts, Lock-Box Accounts, Interest Reserve Account,
      Distribution Account, Excess Liquidation Proceeds Account, Excess Interest
      Distribution Account, Floating Rate Account and the REO Account

            (a) (i) The Master Servicer may direct any depository institution
maintaining for such Master Servicer a Collection Account, any Mortgage Loan
Combination Custodial Account, any Servicing Account, any Cash Collateral
Account and any Lock-Box Account (any of the foregoing accounts listed in this
clause (i) for purposes of this Section 3.06, a "Master Servicer Account"), (ii)
the Special Servicer may direct any depository institution maintaining an REO
Account and (iii) the Trustee may direct any depository institution maintaining
the Excess Liquidation Proceeds Account, the Excess Interest Distribution
Account, the Distribution Account, the Floating Rate Account and the Interest
Reserve Account (any of the foregoing accounts listed in this clause (iii) for
purposes of this Section 3.06, a "Trustee Account" and any of the Master
Servicer Accounts, the Trustee Accounts and the REO Account, for purposes of
this Section 3.06, an "Investment Account"), to invest (or if such depository
institution is the Master Servicer, Special Servicer or the Trustee, as
applicable, it may itself invest) the funds held therein solely in one or more
Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, (A) no later than the Business Day immediately
preceding the next succeeding date on which such funds are required to be
withdrawn from such account pursuant to this Agreement, if a Person other than
the depository institution maintaining such account is the obligor thereon and
(B) no later than the date on which such funds are required to be withdrawn from
such account pursuant to this Agreement, if the depository institution
maintaining such account is the obligor thereon. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any investment of funds in
an Investment Account shall be made in the name of the Master Servicer or
Special Servicer, as applicable, on behalf of the Trustee or in the name of the
Trustee (in its capacity as such).

            The Master Servicer (in the case of any Master Servicer Account) or
the Special Servicer (in the case of an REO Account), on behalf of the Trustee
(in the case of any Trustee Account) shall be the "entitlement holder," as such
term is defined in the UCC, of any Permitted Investment that is a "security
entitlement," as such term is defined in the UCC, and maintain continuous
possession of any Permitted Investment of amounts in such accounts that is
either (i) a "certificated security," as such term is defined in the UCC or (ii)
other property in which a secured party may perfect its security interest by
possession under the UCC or any other applicable law. Possession of any such
Permitted Investment by the Master Servicer or the Special Servicer shall
constitute possession by the Trustee, as secured party, for purposes of Section
9-313 of the UCC and any other applicable law. In the event amounts on deposit
in an Investment Account are at any time invested in a Permitted Investment
payable on demand, the Master Servicer (in the case of any Master Servicer
Account), the Special Servicer (in the case of the REO Account) or the Trustee
(in the case of any Trustee Account) shall:

            (i) consistent with any notice required to be given thereunder,
      demand that payment thereon be made on the last day such Permitted
      Investment may otherwise mature hereunder in an amount equal to the lesser
      of (A) all amounts then payable thereunder and (B) the amount required to
      be withdrawn on such date; and

            (ii) demand payment of all amounts due thereunder promptly upon
      determination by the Master Servicer, the Special Servicer or the Trustee,
      as the case may be, that such Permitted Investment would not constitute a
      Permitted Investment in respect of funds thereafter on deposit in the
      Investment Account.

            (b) Interest and investment income realized on funds and deposited
in each of the Master Servicer Accounts to the extent of the Net Investment
Earnings, if any, with respect to such account for each Collection Period shall
be for the sole and exclusive benefit of the Master Servicer to the extent not
required to be paid to the related Borrower and shall be subject to its
withdrawal, or withdrawal at its direction, in accordance with Section 3.03(a),
3.04(e), 3.05(a) or 3.27, as the case may be. Interest and investment income
realized on funds deposited in the REO Account, to the extent of the Net
Investment Earnings, if any, with respect to such account for each Collection
Period, shall be for the sole and exclusive benefit of the Special Servicer and
shall be subject to withdrawal, or withdrawal at its direction, in accordance
with Section 3.16(c). Interest and investment income realized on funds and
deposited in each of the Trustee Accounts, to the extent of the Net Investment
Earnings, if any, with respect to such account for each period from the day
succeeding any Distribution Date to the next succeeding Distribution Date shall
be for the sole and exclusive benefit of the Trustee, but shall be subject to
withdrawal in accordance with Section 3.04(c), 3.04(d), 3.05(b) or 3.28. If any
loss shall be incurred in respect of any Permitted Investment directed to be
made by the Master Servicer or the Special Servicer, as applicable, other than
any loss on an investment made at the direction of the Borrower or made as
required under the Mortgage Loan Documents and on deposit in any of the Master
Servicer Accounts (in the case of the Master Servicer) or any of the REO
Accounts (in the case of the Special Servicer), the Master Servicer or the
Special Servicer, as applicable, shall deposit therein, no later than the next
Determination Date, without right of reimbursement, the amount of the Net
Investment Loss, if any, with respect to such account for the most recently
ended Collection Period; provided, however, that such Net Investment Loss shall
not include any loss incurred as a result of the insolvency of the federal or
state chartered depository institution or trust company that holds such account
so long as such federal or state chartered depository institution or trust
company satisfied the qualifications set forth in the definition of Eligible
Account (i) at the time such investment was made and (ii) as of the date 30 days
prior to such insolvency. If any loss shall be incurred in respect of any
Permitted Investment directed to be made by the Trustee and on deposit in any of
the Trustee Accounts, the Trustee shall deposit therein, no later than the next
Distribution Date, without right of reimbursement, the amount of the Net
Investment Loss, if any, with respect to such account for the period from and
including the day succeeding the immediately preceding Distribution Date (or, in
the case of the initial Distribution Date, from and including the Closing Date)
to and including such Distribution Date.

            (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may (and, subject to Section 8.02, upon the request of
Holders of Certificates entitled to a majority of the Voting Rights allocated to
any Class shall) take such action as may be appropriate to enforce such payment
or performance, including the institution and prosecution of appropriate
proceedings.

            Notwithstanding the investment of funds held in any Investment
Account pursuant to this Section 3.06, for purposes of calculating the Available
Distribution Amount, the amounts so invested shall be deemed to remain on
deposit in such account.

                  Section 3.07 Maintenance of Insurance Policies; Errors and
      Omissions and Fidelity Coverage

            (a) Subject to the following sentence, the Master Servicer shall use
its reasonable efforts, consistent with the Servicing Standard (and taking into
account the insurance in place at closing, to the extent consistent with the
Servicing Standard), to cause the related Borrower to maintain, for each
Mortgage Loan (other than the 450 Lexington Avenue Loan) any and all Insurance
Policy coverage as is required under the related Mortgage Loan Documents (and,
if the related Borrower fails to do so, the Master Servicer shall itself
maintain such Insurance Policy coverage to the extent the Trustee as mortgagee
has an insurable interest in the related Mortgaged Property and to the extent
such Insurance Policy coverage is available at commercially reasonable rates, as
determined by the Master Servicer in accordance with the Servicing Standard);
provided that, subject to Section 3.07(f), if any Mortgage permits the holder
thereof to dictate to the Borrower the Insurance Policy coverage to be
maintained on such Mortgaged Property, the Master Servicer shall impose such
insurance requirements as are consistent with the Servicing Standard; provided,
further, that the Master Servicer is not required to make a Nonrecoverable
Servicing Advance to maintain any such Insurance Policy.

            The Master Servicer shall use its reasonable efforts to cause the
related Borrower to maintain, and if the related Borrower does not so maintain,
the Master Servicer shall maintain, all-risk casualty insurance which does not
contain any carve-out for (or, alternatively, a separate insurance policy that
expressly provides coverage for) property damage resulting from a terrorist or
similar act, to the extent not prohibited by the terms of the related Mortgage
Loan Documents; provided, however, that the Master Servicer will not be
obligated to require any Borrower to obtain or maintain insurance in excess of
the amounts of coverage and deductibles required by the related Mortgage Loan
Documents, unless (1) the Master Servicer determines, in accordance with the
Servicing Standard, that the insurance required immediately prior to the Closing
Date (if less than what is required by the related Mortgage Loan Documents)
would not then be commercially reasonable for property of the same type, size
and/or location as the related Mortgaged Property and (2) the Master Servicer
has obtained the consent of the Series 2008-C1 Directing Certificateholder
(subject to the limitations of the first proviso in the first paragraph of
Section 3.21(e) with respect to the taking of any Specially Designated Servicing
Action and the last paragraph of Section 3.21(e)) or, solely with respect to
terrorism insurance, the Special Servicer; provided, further, that the Master
Servicer will not be obligated to require any Borrower to obtain or maintain
insurance issued by an insurer rated by either S&P or Moody's unless the issuer
of such insurance was specifically required to be rated by S&P or Moody's, as
applicable, under the terms of the related Mortgage Loan Documents or by the
related Mortgage Loan Seller immediately prior to the Closing Date; provided
further, however, that the Master Servicer shall not be required to call a
default under a Mortgage Loan if the related Borrower fails to maintain such
insurance, and the Master Servicer shall not be required to maintain such
insurance, if (1) it has determined in accordance with the Servicing Standard
that either (a) such insurance is not then available at commercially reasonable
rates, (b) that such hazards are not at the time commonly insured against for
properties similar to the subject Mortgaged Property and located in or around
the region in which the subject Mortgaged Property is located or (c) such
insurance is not available at any rate and (2) the Master Servicer has obtained
the consent of the Series 2008-C1 Directing Certificateholder (subject to the
limitations of the first proviso in the first paragraph of Section 3.21(e) with
respect to the taking of any Specially Designated Servicing Action and the last
paragraph of Section 3.21(e)) or, solely with respect to terrorism insurance,
the Special Servicer. During the period that the Special Servicer is evaluating
such insurance hereunder, the Master Servicer shall not be liable for any loss
related to its failure to require the related Borrower to maintain terrorism
insurance and shall not be in default of its obligations as a result of such
failure.

            Subject to Section 3.07(g) and Section 3.17(a), the Special Servicer
shall maintain for each REO Property (other than with respect to the 450
Lexington Avenue Loan) no less Insurance Policy coverage than was previously
required of the Borrower under the related Mortgage Loan(s) or, at the Special
Servicer's election, coverage satisfying insurance requirements consistent with
the Servicing Standard; provided, in each case, that such coverage is available
at commercially reasonable rates.

            All such Insurance Policies shall (i) contain a "standard" mortgagee
clause, with loss payable to the Master Servicer on behalf of the Trustee (in
the case of insurance maintained in respect of Mortgage Loans) or the Special
Servicer on behalf of the Trustee (in the case of insurance maintained in
respect of REO Properties (other than with respect to the 450 Lexington Avenue
Loan)), (ii) include coverage in an amount not less than the lesser of the full
replacement cost of the improvements which are a part of the Mortgaged Property
or the outstanding principal balance owing on the related Mortgage Loan(s), but
in any case in such an amount so as to avoid the application of any co-insurance
clause, (iii) include a replacement cost endorsement providing no deduction for
depreciation (unless such endorsement is not permitted under the related
Mortgage Loan Documents) and (iv) be issued by either (X) a Qualified Insurer or
(Y) for any Insurance Policy being maintained by the related Borrower, an
insurance carrier meeting the requirements of the related Mortgage Loan
Documents (provided that such Qualified Insurer or other insurance carrier is
authorized under applicable law to issue such Insurance Policies). Any amounts
collected by the Master Servicer or the Special Servicer under any such
Insurance Policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or REO Property (other than with
respect to the 450 Lexington Avenue Loan) or amounts to be released to the
related Borrower, in each case in accordance with the Servicing Standard and the
provisions of the related Mortgage Loan Documents) shall be deposited: (i) in
the case of a Mortgage Loan, in the Collection Account or any related Mortgage
Loan Combination Custodial Account, as applicable in accordance with Section
3.04, maintained by the Master Servicer, subject to withdrawal pursuant to
Section 3.05(a) or 3.04(e), as applicable; and (ii) in the case of an REO
Property (other than with respect to the 450 Lexington Avenue Loan), in the REO
Account maintained by the Special Servicer, subject to withdrawal pursuant to
Section 3.16(c).

            Any costs incurred by the Master Servicer in maintaining any such
Insurance Policies in respect of Mortgage Loans it services if the Borrower
defaults on its obligation to maintain such Insurance Policies shall, subject to
Section 3.03(c), be advanced by and reimbursable to such Master Servicer as a
Servicing Advance. The amounts so advanced shall not, for purposes of
calculating monthly distributions to Certificateholders, be added to the unpaid
principal balance of the related Trust Mortgage Loan, notwithstanding that the
terms of such Trust Mortgage Loan so permit. Any cost incurred by the Special
Servicer in maintaining any such Insurance Policies with respect to REO
Properties (other than with respect to the 450 Lexington Avenue Loan) shall be
an expense of the Trust Fund payable out of the related REO Account pursuant to
Section 3.16(c) or, if the amount on deposit therein is insufficient therefor,
subject to Section 3.03(c), advanced by and reimbursable to the Master Servicer
as a Servicing Advance.

            (b) If the Master Servicer or the Special Servicer obtains and
maintains a blanket Insurance Policy with a Qualified Insurer insuring against
fire and hazard losses on all of the Mortgage Loans or REO Properties (other
than with respect to the 450 Lexington Avenue Loan), as the case may be,
required to be serviced and administered by such Master Servicer or the Special
Servicer hereunder, and such Insurance Policy provides protection equivalent to
the individual policies otherwise required, then such Master Servicer or the
Special Servicer, as the case may be, shall conclusively be deemed to have
satisfied its obligation to cause fire and hazard insurance to be maintained on
the related Mortgaged Properties or REO Properties. Such blanket Insurance
Policy may contain a deductible clause, in which case if there shall not have
been maintained on the related Mortgaged Property or REO Property a fire and
hazard Insurance Policy complying with the requirements of Section 3.07(a), and
there shall have been one or more losses which would have been covered by such
individual Insurance Policy, the Master Servicer shall (or, as applicable, the
Special Servicer shall pay to the Master Servicer, which shall then) promptly
deposit into the Collection Account maintained by such Master Servicer from such
Master Servicer's (or, as applicable, the Special Servicer's) related Mortgage
Loan Combination Custodial Account in accordance with Section 3.04, from its own
funds the portion of such loss or losses that would have been covered under the
individual policy (giving effect to any deductible limitation or, in the absence
of such deductible limitation, the deductible limitation for an individual
policy that is consistent with the Servicing Standard) but is not covered under
the blanket Insurance Policy because of such deductible clause. The Master
Servicer or the Special Servicer, as applicable, shall prepare and present, on
behalf of itself, the Trustee, the Certificateholders and any affected B Loan
Holders, claims under any such blanket Insurance Policy in a timely fashion in
accordance with the terms of such policy. The Special Servicer, to the extent
consistent with the Servicing Standard, may maintain earthquake insurance on REO
Properties (other than with respect to the 450 Lexington Avenue Loan); provided
that such coverage is available at commercially reasonable rates.

            If the Master Servicer or the Special Servicer causes any Mortgaged
Property to be covered by a master single interest Insurance Policy with a
Qualified Insurer naming such Master Servicer or the Special Servicer as the
case may be as the loss payee, then to the extent such Insurance Policy provides
protection equivalent to the individual policies otherwise required, such Master
Servicer or the Special Servicer shall conclusively be deemed to have satisfied
its obligation to cause such insurance to be maintained on the related Mortgaged
Properties. If the Master Servicer or the Special Servicer, as applicable,
causes any Mortgaged Property or REO Property (other than with respect to the
450 Lexington Avenue Loan) to be covered by such master single interest
Insurance Policy, the incremental costs of such insurance applicable to such
Mortgaged Property (i.e., other than any minimum or standby premium payable for
such policy whether or not any Mortgaged Property is covered thereby) shall be
paid by and reimbursable to such Master Servicer as a Servicing Advance. Such
master single interest Insurance Policy may contain a deductible clause, in
which case the Master Servicer or the Special Servicer, as applicable, shall, if
(A) there shall not have been maintained on the related Mortgaged Property or
REO Property a policy otherwise complying with the provisions of Section 3.07(a)
and (B) there shall have been one or more losses which would have been covered
by such policy had it been maintained, promptly deposit into the Collection
Account maintained by such Master Servicer from such Master Servicer's or the
Special Servicer's related Mortgage Loan Combination Custodial Account, as
applicable, in accordance with Section 3.04, from its own funds the portion of
such loss or losses that would have been covered under the individual policy
(giving effect to any deductible limitation or, in the absence of such
deductible limitation, the deductible limitation for an individual policy that
is consistent with the Servicing Standard) but is not covered under the blanket
Insurance Policy because of such deductible clause.

            (c) Each of the Master Servicer and the Special Servicer,
respectively, shall maintain, at their own expense, a blanket fidelity bond (a
"Fidelity Bond") and an errors and omissions insurance policy with a Qualified
Insurer, with coverage on all of its officers or employees acting in any
capacity requiring such persons to handle funds, money, documents or paper
relating to the Mortgage Loans ("Master Servicer Employees," in the case of the
Master Servicer, and "Special Servicer Employees," in the case of the Special
Servicer). Any such Fidelity Bond and errors and omissions insurance shall be in
such form and amount as would permit it to be a qualified FNMA or FHLMC
seller-servicer of multifamily mortgage loans (or in such other form and amount
or issued by an insurer with such other financial strength or claims-paying
ability rating as would not result in an Adverse Rating Event with respect to
any Class of Rated Certificates (as confirmed in writing to the Trustee by the
Rating Agencies)); provided that, the minimum coverage under any such Fidelity
Bond and errors and omissions insurance policy shall be at least equal to the
greater of (i) the amount necessary for such Master Servicer or the Special
Servicer, as applicable, to qualify as a FNMA or FHLMC seller-servicer or in an
amount that would meet the requirements of prudent institutional commercial
mortgage loan servicers for similar transactions, and (ii) $1,000,000.
Notwithstanding the foregoing, so long as the long-term debt or the deposit
obligations or claims-paying ability of the Master Servicer or the Special
Servicer (or its immediate or remote parent) is rated at least "A" by S&P and
Fitch, such Master Servicer or the Special Servicer, respectively, shall be
allowed to provide self-insurance with respect to a Fidelity Bond and such
errors and omissions policy. Coverage of the Master Servicer or the Special
Servicer under a policy or bond obtained by an Affiliate of such Master Servicer
or the Special Servicer and providing the coverage required by this Section
3.07(c) shall satisfy the requirements of this Section 3.07(c). No provision of
this Section requiring such Fidelity Bond and errors and omissions insurance
shall diminish or relieve the Master Servicer or the Special Servicer from its
duties and obligations as set forth in this Agreement.

            Each of the Special Servicer and the Master Servicer will promptly
report in writing to the Trustee any material changes that may occur in their
respective Fidelity Bonds, if any, and/or its respective errors and omissions
Insurance Policies, as the case may be, and will upon request furnish to the
Trustee copies of all binders and policies or certificates evidencing that such
bonds, if any, and insurance policies are in full force and effect.

            (d) With respect to the Mortgage Loans that (i) require earthquake
insurance, or (ii) (A) at the date of origination were secured by Mortgaged
Properties on which the related Borrower maintained earthquake insurance and (B)
have provisions which enable the Master Servicer to continue to require the
related Borrower to maintain earthquake insurance, the Master Servicer shall use
reasonable efforts to cause the related Borrower to maintain such insurance in
the amount, in the case of clause (i), required by the related Mortgage Loan
Documents and in the amount, in the case of clause (ii), maintained at
origination, in each case, to the extent such amounts are available at
commercially reasonable rates and to the extent the Trustee as mortgagee has an
insurable interest in the related Mortgaged Property. Any determination by the
Master Servicer that such insurance is not available at commercially reasonable
rates with respect to a Mortgage Loan for which any related Mortgaged Property
has a "Probable Maximum Loss," bounded on the basis of 50 years, in excess of
20% shall, with respect to any Significant Trust Mortgage Loan, be subject to
confirmation by each Rating Agency that such determination not to purchase such
insurance will, in and of itself, not result in an Adverse Rating Event with
respect to any Class of Rated Certificates. The Master Servicer shall use
reasonable efforts to cause the related Borrower to pay the costs of such
confirmation, otherwise, such costs shall be a Trust Fund expense.

            (e) The Master Servicer and the Special Servicer, as applicable,
shall review and be familiar with the terms and conditions relating to enforcing
claims and shall monitor the dates by which any claim or action is required to
be taken under each insurance policy relating to a Trust Mortgage Loan, REO
Property or a Serviced Loan Combination it services to realize the full value of
such policy for the benefit of Certificateholders (and, if a Serviced Loan
Combination is involved, the related B Loan Holder(s), if any).

            (f) If, as of the Closing Date, a Mortgaged Property (other than an
REO Property and other than with respect to the 450 Lexington Avenue Loan) shall
be in a federally designated special flood hazard area (if flood insurance has
been made available), or if the Master Servicer becomes aware, in performing its
duties under this Agreement, that such Mortgaged Property becomes located in
such area by virtue of remapping conducted by the Federal Emergency Management
Agency, the Master Servicer will use its reasonable efforts to cause the related
Borrower (in accordance with applicable law and the terms of the related
Mortgage Loan Documents) to maintain, and, if the related Borrower shall default
in any such obligation to so maintain, the Master Servicer shall itself maintain
(to the extent available at commercially reasonable rates (as determined by such
Master Servicer in accordance with the Servicing Standard) and the Trustee as
Mortgagee has an insurable interest in the related Mortgaged Property), flood
insurance in respect thereof, but only to the extent the related Mortgage Loan
Documents permit the mortgagee to require such coverage and the maintenance of
such coverage is consistent with the Servicing Standard. Such flood insurance
shall be in an amount equal to the least of (i) the unpaid principal balance of
the related Mortgage Loan(s), (ii) the maximum amount of insurance which is
available under the National Flood Insurance Act of 1968 and the Flood Disaster
Protection Act of 1973, as amended, and (iii) the amount required by the related
Mortgage Loan Documents. If the cost of any insurance described above is not
borne by the Borrower, the Master Servicer shall promptly make a Servicing
Advance for such costs, subject to Section 3.03(c).

            (g) During all such times as any REO Property (other than any REO
Property related to the 450 Lexington Avenue Loan) shall be located in a
federally designated special flood hazard area, the Special Servicer will cause
to be maintained, to the extent available at commercially reasonable rates (as
determined by the Special Servicer in accordance with the Servicing Standard), a
flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration in an amount equal to the least of (i) the
unpaid principal balance of the related REO Mortgage Loan(s), (ii) the maximum
amount of insurance which is available under the National Flood Insurance Act of
1968 and the Flood Disaster Protection Act of 1973, as amended, and (iii) the
amount required by the related Mortgage Loan Documents. The cost of any such
flood insurance with respect to an REO Property shall be an expense of the Trust
Fund payable out of the related REO Account pursuant to Section 3.16(c) or, if
the amount on deposit therein is insufficient therefor, subject to Section
3.03(c), advanced by the Master Servicer as a Servicing Advance.

            (h) Subject to the related Mortgage Loan Documents, including in the
case where the related Mortgage Loan Documents permit the related Borrower to
maintain business income insurance for a shorter period of time imposed on such
Borrower at origination, the Master Servicer shall use reasonable efforts to
cause that each policy of business income insurance maintained by a Borrower
have a minimum term of at least twelve months.

            (i) Within 45 days after the Closing Date, with respect to each
Trust Mortgage Loan covered by an Environmental Insurance Policy as identified
on Exhibit P, the Master Servicer shall notify each Environmental Insurer that
(A) both the Master Servicer and the Special Servicer shall be sent notices
under the related Environmental Insurance Policy and (B) the Trustee, on behalf
of the Trust and any affected B Loan Holder, shall be the loss payee under the
related Environmental Insurance Policy. The Master Servicer (with respect to
each such Trust Mortgage Loan) and the Special Servicer (with respect to any
related REO Property) shall abide by the terms and conditions precedent to
payment of claims under any Environmental Insurance Policy and shall take all
such action as may be required to comply with the terms and provisions of such
policy in order to maintain, in full force and effect, such policy.

            (j) In the event the Master Servicer has actual knowledge of any
event (an "Insured Environmental Event") giving rise to a claim under any
Environmental Insurance Policy in respect of any Mortgage Loan covered thereby,
the Master Servicer shall, in accordance with the terms of such Environmental
Insurance Policy and the Servicing Standard, timely make a claim thereunder with
the appropriate insurer and shall take such other actions in accordance with the
Servicing Standard which are necessary under such Environmental Insurance Policy
in order to realize the full value thereof for the benefit of the
Certificateholders (and, if such Insured Environmental Event relates to any
Serviced Loan Combination, for the benefit of any related B Loan Holder). Any
legal fees, premiums or other out-of-pocket costs incurred in accordance with
the Servicing Standards under an Environmental Insurance Policy shall be
advanced by the Master Servicer and shall be reimbursable to it as a Servicing
Advance.

            In the event that the Master Servicer receives notice of any
termination of any Environmental Insurance Policy that relates to one or more of
the Mortgage Loans, the Master Servicer shall, within five Business Days after
receipt of such notice, notify the Special Servicer, the Series 2008-C1
Directing Certificateholder, any affected B Loan Holder, the Rating Agencies and
the Trustee of such termination in writing. Upon receipt of such notice, the
Master Servicer (with respect to each such Mortgage Loan) and/or the Special
Servicer (with respect to any related REO Property) shall address such
termination in accordance with Section 3.07(a) in the same manner as it would
the termination of any other Insurance Policy required under the related
Mortgage Loan Documents. Any out-of-pocket expenses incurred by the Master
Servicer or Special Servicer in accordance with the Servicing Standard in
connection with a resolution of such termination of an Environmental Insurance
Policy shall be advanced by the Master Servicer and shall be reimbursable to it
as a Servicing Advance.

                  Section 3.08 Enforcement of Due-on-Sale and Due-on-Encumbrance
      Clauses; Assumption Agreements; Defeasance Provisions; Other Provisions

            (a) (i) As to each Mortgage Loan which contains a provision in the
nature of a "due-on-sale" clause, which by its terms:

                  (A) provides that such Mortgage Loan shall (or may at the
            mortgagee's option) become due and payable upon (i) the full or
            partial sale or other transfer of an interest in the related
            Mortgaged Property or (ii) a sale or transfer of direct or indirect
            ownership interests in the related Borrower; or

                  (B) provides that such Mortgage Loan or direct or indirect
            ownership interests in the related Borrower may not be assumed
            without the consent of the mortgagee in connection with any such
            sale or other transfer,

the Master Servicer shall provide notice to the Special Servicer of any request
for a waiver thereof and, with respect to any Performing Trust Mortgage Loans,
shall submit such request, together with such Master Servicer's recommendation
and analysis and any additional information that the Special Servicer may
reasonably request in connection with such request for waiver, for approval by
the Special Servicer in accordance with Section 3.08(c); provided that, with
respect to any Column Trust Mortgage Loan that is a Performing Trust Mortgage
Loan and that is sub-serviced, the related Sub-Servicer shall provide to the
Special Servicer (with a copy to the Master Servicer) such request,
recommendation and analysis and reasonably requested information with respect to
any such request for a waiver. The Master Servicer (with respect to Performing
Trust Mortgage Loans) and the Special Servicer (with respect to Specially
Serviced Mortgage Loans) shall, if and to the extent necessary, enforce (or
waive the right to enforce) such due-on-sale clause; provided, that the Master
Servicer, with respect to any Performing Trust Mortgage Loans may not, without
the prior written consent of the Special Servicer (as set forth in Section
3.08(c)), waive any due-on-sale clause in, or consent to the assumption of, any
Trust Mortgage Loan. The Master Servicer (with respect to Performing Trust
Mortgage Loans) or the Special Servicer (with respect to Specially Serviced
Mortgage Loans), as applicable, shall enforce such due-on-sale clause unless the
Master Servicer or Special Servicer, as applicable, determines, in accordance
with the Servicing Standard, that (1) not declaring an Event of Default (as
defined in the related Mortgage Loan Documents) or (2) granting such consent, as
applicable, would be likely to result in a greater or equal recovery, on a
present value basis (discounting at a rate no less than the related Mortgage
Rate), than would enforcement of such clause or the failure to grant such
consent. If the Master Servicer or Special Servicer, as applicable, determines
that (1) not declaring an Event of Default (as defined in the related Mortgage
Loan Documents) or (2) granting such consent, as applicable, would be likely to
result in a greater or equal recovery, the Master Servicer (with respect to any
Performing Trust Mortgage Loans) and the Special Servicer (in the case of any
Specially Serviced Mortgage Loan) shall waive such enforcement or take or enter
into an assumption agreement from or with the proposed transferee as obligor
thereon, provided that (x) the credit status of the prospective transferee is in
compliance with the Servicing Standard and the terms of the related Mortgage
Loan Documents and (y) with respect to any Trust Mortgage Loan which is a
Significant Trust Mortgage Loan, the Master Servicer or the Special Servicer, as
applicable, shall have received written confirmation from S&P and Fitch. To the
extent permitted by the related Mortgage Loan Documents, the Master Servicer
(with respect to any Performing Trust Mortgage Loans) and the Special Servicer
(with respect to any other Mortgage Loan) shall use reasonable efforts to cause
the related Borrower to pay the costs of such confirmation, otherwise, such
costs shall be a Trust Fund expense.

            (ii) Notwithstanding the provisions of any Mortgage Loan,
      foreclosure by a Mezzanine Loan Holder on any Mezzanine Loan Collateral
      securing a Mezzanine Loan to an affiliate of the related Borrower shall
      not, for purposes of this Agreement, be deemed to be a violation of the
      due-on-sale clause of the related Mortgage Loan Documents or of clause (i)
      of this Section 3.08(a) so long as the foreclosing party is a Permitted
      Mezzanine Loan Holder, and other material requirements of the related
      intercreditor agreement are satisfied.

            (iii) Neither the Master Servicer nor the Special Servicer shall (x)
      consent to the foreclosure of any Mezzanine Loan other than by a Permitted
      Mezzanine Loan Holder or (y) consent to the transfer of any Mezzanine Loan
      except to a Permitted Mezzanine Loan Holder, except, in each case, as
      otherwise provided in Section 3.08(a)(ii). Neither the consent of the
      Master Servicer nor the consent of the Special Servicer shall be required
      for the foreclosure by a Permitted Mezzanine Loan Holder if an event of
      default has been declared under the related Mortgage Loan(s) (and each
      Rating Agency has been notified of such event of default), except as set
      forth in any related intercreditor agreement. In no event shall a
      Mezzanine Loan Holder be required to pay any assumption fee, modification
      fee or other service charge in connection with any foreclosure upon
      Mezzanine Loan Collateral, transfer of ownership of the related Mortgaged
      Property to such Mezzanine Loan Holder and/or assumption of the related
      Mortgage Loan; provided<184> that such Mezzanine Loan Holder may be
      required to reimburse the Master Servicer or Special Servicer, as
      applicable, for any costs or expenses incurred by it in connection with
      such foreclosure, transfer and/or assumption. Nothing herein shall prevent
      a Mezzanine Loan Holder from appointing a receiver or trustee with respect
      to any Mezzanine Loan Collateral, foreclosing upon any reserves, escrow
      accounts or cash collateral accounts pledged under the related Mezzanine
      Loan (provided none of such accounts have been pledged under the related
      Mortgage Loan) or otherwise taking an assignment of any cash flows from
      any Mezzanine Loan Collateral.

            (iv) [Reserved.]

            (v) Notwithstanding anything herein to the contrary, the Master
      Servicer shall approve and close, without the consent of the Special
      Servicer, the Series 2008-C1 Directing Certificateholder or (if such
      Mortgage Loan has a Stated Principal Balance of less than $35,000,000) any
      Rating Agency, all initial syndications of tenant-in-common interests,
      provided such syndications are specifically permitted by and in accordance
      with the related Mortgage Loan Documents for any Mortgage Loan (other than
      a non-serviced Mortgage Loan), that is not a Specially Serviced Trust
      Mortgage Loan. Upon completion of any such initial transfer, the Master
      Servicer shall promptly provide notice by electronic mail thereof to the
      Special Servicer, which notice shall also (i) advise the Special Servicer
      as to the total number of transfers with respect to such Mortgage Loan
      that such Servicer has approved and closed as of such date and the
      expiration date (if any) by which such transfer(s) must occur pursuant to
      the related Mortgage Loan Documents, and (ii) advise the Special Servicer
      of when, with respect to any such Mortgage Loan, such tenant-in-common
      syndication is complete. All transfers of a tenant-in-common interest
      subsequent to the initial syndication shall be processed by the Master
      Servicer and approved solely by the Special Servicer. Any request for a
      modification to or extension of the final initial syndication date
      respecting any such tenant-in-common transfers or increase in the
      permitted number of tenant-in-common interests under the initial
      syndication shall be processed by the Master Servicer and approved solely
      by the Special Servicer.

            (b) As to each Mortgage Loan which contains a provision in the
nature of a "due-on-encumbrance" clause, which by its terms:

            (i) provides that such Mortgage Loan shall (or, at the mortgagee's
      option, may) become due and payable upon (A) the creation of any
      additional lien or other encumbrance on the related Mortgaged Property or
      (B) an encumbrance, pledge or hypothecation of direct or indirect
      ownership interests in the related Borrower or its owners (including any
      incurrence of mezzanine financing secured by ownership interests in the
      related Borrower or its owners or the creation of preferred equity in the
      related Borrower or its owners); or

            (ii) requires the consent of the mortgagee to the creation of any
      such additional lien or other encumbrance on the related Mortgaged
      Property or direct or indirect ownership interests in the related
      Borrower;

the Master Servicer shall provide notice to the Special Servicer of any request
for a waiver thereof and, with respect to any Performing Trust Mortgage Loans,
shall submit such request, together with such Master Servicer's recommendation
and analysis and any additional information that the Special Servicer may
reasonably request in connection with such request for waiver, for approval by
the Special Servicer in accordance with Section 3.08(c); provided that, with
respect to any Column Trust Mortgage Loan that is a Performing Trust Mortgage
Loan and that is sub-serviced, the related Sub-Servicer shall provide to the
Special Servicer (with a copy to the Master Servicer) such request,
recommendation and analysis and reasonably requested information with respect to
any such request for a waiver. The Master Servicer (with respect to any
Performing Trust Mortgage Loans) and Special Servicer (with respect to any
Specially Serviced Mortgage Loans) shall, if and to the extent necessary,
enforce (or waive the right to enforce) such due-on-encumbrance clause;
provided, that the Master Servicer may not, without the consent of the Special
Servicer (as set forth in Section 3.08(c)), waive any due-on-encumbrance clause
in, or consent to the creation of any such additional lien or other encumbrance
on the related Mortgaged Property securing, any Trust Mortgage Loan, or make any
determination with respect to any Trust Mortgage Loan, which by its terms
permits encumbrance without lender consent provided certain conditions are
satisfied, that such conditions have been satisfied. The Master Servicer or
Special Servicer, as applicable, shall enforce such due-on-encumbrance clause,
unless the Special Servicer: (x) determines, in accordance with the Servicing
Standard (and upon reviewing the Master Servicer's written recommendation and
analysis and any additional information requested by the Special Servicer), that
(1) not declaring an event of default under such Mortgage Loan or (2) granting
such consent, as applicable, would result in a greater or equal recovery on a
present value basis (discounting at the related Mortgage Rate) than would
enforcement of such clause or the failure to grant such consent; and (y) with
respect to any Trust Mortgage Loan which (i) is a Significant Trust Mortgage
Loan or (ii) by itself, or as part of a Crossed Trust Mortgage Loan group or
group of Trust Mortgage Loans with affiliated Borrowers has (a) a Loan-to-Value
Ratio equal to or greater than 85% or (b) a Debt Service Coverage Ratio equal to
or less than 1.2x (in each case, treating the existing debt on the subject
Mortgaged Property and the proposed additional debt as if such total debt were a
single Trust Mortgage Loan), receives from S&P and Fitch, prior written
confirmation that (1) not declaring an event of default under such Mortgage Loan
or (2) granting such consent, as applicable, would not, in and of itself, cause
an Adverse Rating Event with respect to any Class of Rated Certificates. To the
extent permitted by the related Mortgage Loan Documents, the Master Servicer or
the Special Servicer shall use reasonable efforts to cause the Borrower to pay
the costs associated with such Rating Agency confirmation, otherwise, such costs
shall be a Trust Fund expense.

            If the Master Servicer, in accordance with the Servicing Standard,
determines with respect to any Mortgage Loan, which by its terms permits
transfer, assumption or further encumbrance without lender consent provided
certain conditions are satisfied, that such conditions have not been satisfied,
then the Master Servicer will not permit the transfer, assumption or further
encumbrance with respect to such other Mortgage Loan.

            (c) Any approval required to be obtained by the Master Servicer from
the Special Servicer for any action taken by such Master Servicer pursuant to
this Section 3.08 with respect to a Performing Trust Mortgage Loan (the giving
of which approval shall be subject to the Servicing Standard and Section 3.21)
shall be deemed given if not denied in writing within ten (10) Business Days
after receipt by the Special Servicer of the Master Servicer's written
recommendation and analysis and any additional information reasonably requested
by the Special Servicer or the Series 2008-C1 Directing Certificateholder (or,
with respect to any Mortgage Loan Combination, the related controlling holder,
if any, specified in the related Intercreditor Agreement if not the same party
as the Series 2008-C1 Directing Certificateholder) (through the Special
Servicer), as applicable. If any such action taken by the Master Servicer
pursuant to this Section 3.08 requires the approval of the Series 2008-C1
Directing Certificateholder (such consent to be obtained through the Special
Servicer), then such approval shall be deemed given if not denied in writing
within five (5) Business Days of notice by the Special Servicer, which five
(5)-Business Day period shall coincide with, and shall in no event exceed, the
Special Servicer's ten (10)-Business Day period to object, as set forth in the
preceding sentence. Nothing in this Section 3.08 shall constitute a waiver of
the Trustee's right, as the mortgagee of record, to receive notice of any
assumption of a Mortgage Loan, any sale or other transfer of the related
Mortgaged Property or the creation of any additional lien or other encumbrance
with respect to such Mortgaged Property.

            (d) Except as otherwise permitted by Section 3.20, the Master
Servicer or the Special Servicer, as applicable, shall not agree to modify,
waive or amend any payment term of any Mortgage Loan in connection with the
taking of, or the failure to take, any action pursuant to this Section 3.08.

            (e) Notwithstanding any other provisions of this Section 3.08 or
Section 3.20, with respect to any Performing Trust Mortgage Loan, the Master
Servicer may (without the consent of the Special Servicer or the Series 2008-C1
Directing Certificateholder and without any Rating Agency confirmation) grant a
Borrower's request for consent to subject the related Mortgaged Property to an
easement, right-of-way or similar agreement for utilities, access, parking,
public improvements or another similar purpose and may consent to subordination
of the related Mortgage Loan(s) to such easement, right-of-way or similar
agreement; provided that the Master Servicer shall have determined (i) in
accordance with the Servicing Standard that such easement, right-of-way or
similar agreement will not materially interfere with the then current use of the
related Mortgaged Property or the security intended to be provided by such
Mortgage and will not materially or adversely affect the value of such Mortgaged
Property and (ii) that no REMIC Pool will fail to qualify as a REMIC as a result
thereof and that no tax on "prohibited transactions" or "contributions" after
the Closing Date would be imposed on either REMIC Pool as a result thereof; and
provided, further, that the Master Servicer shall cause the Borrower to pay the
costs (including attorneys' fees and expenses) associated with the determination
described in clause (ii).

            (f) With respect to any Mortgage Loan which permits release of
Mortgaged Properties through defeasance (each, a "Defeasance Mortgage Loan"), to
the extent permitted under the related Mortgage Loan Documents:

            (i) The Master Servicer shall effect such defeasance only through
      the purchase of non-callable U.S. government obligations (including
      "government securities" as defined in Section 2(a)(16) of the Investment
      Company Act of 1940, as amended) satisfying the REMIC Provisions
      ("Defeasance Collateral") which purchase shall be made in accordance with
      the terms of the related Mortgage Loan Documents (except that such Master
      Servicer is authorized to accept Defeasance Collateral meeting the
      foregoing requirements in spite of more restrictive requirements of the
      related Mortgage Loan Documents so long as it meets the REMIC Provisions);
      provided, however, that such Master Servicer shall not accept the amounts
      paid by the related Borrower to effect defeasance until such Defeasance
      Collateral has been identified; and provided, further, that no defeasance
      shall be accepted within two years after the Closing Date.

            (ii) If such Mortgage Loan permits the assumption of the obligations
      of the related Borrower by a successor Borrower, the Master Servicer shall
      cause the Borrower or such successor Borrower to pay all expenses incurred
      in connection with the establishment of a successor Borrower (which shall
      be a Single-Purpose Entity) and to cause an assumption by such successor
      Borrower of the defeased obligations under the related Note. The Master
      Servicer shall be permitted to establish a single Single-Purpose Entity to
      assume the defeased obligations under all of the Mortgage Loans that have
      been defeased.

            (iii) The Master Servicer shall cause to be delivered an Opinion of
      Counsel, at such Borrower's expense, to the effect that the assignment of
      the Defeasance Collateral to the Trustee is valid and enforceable (subject
      to certain customary qualifications and exceptions).

            (iv) The Master Servicer shall obtain, at the related Borrower's
      expense, a certificate from an Independent certified public accountant
      certifying that the Defeasance Collateral is sufficient to make all
      scheduled payments under the related Note.

            (v) Prior to permitting release of any Mortgaged Property through
      defeasance, with respect to S&P and Fitch, if such defeasance or partial
      defeasance of such Mortgaged Property relates to any Trust Mortgage Loan
      that (1) represents one of the ten largest Trust Mortgage Loans (which for
      purposes of this clause (v) shall include groups of Crossed Trust Mortgage
      Loans and groups of Trust Mortgage Loans made to affiliated Borrowers) or
      (2) has a Stated Principal Balance at the time of defeasance of more than
      $35,000,000 or represents more than 5% of the aggregate Stated Principal
      Balance of all Trust Mortgage Loans at such time (which for purposes of
      this clause (v) shall include groups of Crossed Trust Mortgage Loans and
      groups of Trust Mortgage Loans made to affiliated Borrowers), the Master
      Servicer shall obtain, at the expense of the related Borrower, written
      confirmation from the Rating Agencies that such defeasance would not, in
      and of itself, result in an Adverse Rating Event with respect to any Class
      of Rated Certificates; provided that, in the case of any Trust Mortgage
      Loan that is not a Trust Mortgage Loan covered by clause (1) or (2), the
      Master Servicer shall obtain confirmation from S&P unless the Master
      Servicer delivers to S&P a notice in the form attached hereto as Exhibit K
      within a reasonable time after the completion of the defeasance.

            (vi) The Master Servicer shall not permit the release of any
      Mortgaged Property through defeasance unless the related Borrower
      establishes to the satisfaction of the Master Servicer that the lien on
      such Mortgaged Property will be released to facilitate the disposition
      thereof or to facilitate any other customary commercial transaction.

            (vii) Prior to permitting release of any Mortgaged Property through
      defeasance, if the related Trust Mortgage Loan so requires and provides
      for the related Borrower to pay the cost thereof, the Master Servicer
      shall require such Borrower to deliver or cause to be delivered an Opinion
      of Counsel to the effect that such release will not cause either REMIC
      Pool to fail to qualify as a REMIC at any time that any Certificates are
      outstanding or cause a tax to be imposed on the Trust Fund under the REMIC
      Provisions.

            (viii) The Master Servicer shall not permit a partial defeasance
      with respect to any Mortgage Loan unless the Defeasance Collateral is
      sufficient to satisfy the payments and amount required pursuant to the
      related Mortgage Loan Documents with respect to such partial defeasance.

To the extent permitted under the related Mortgage Loan Documents, any costs to
the Master Servicer of obtaining legal advice to make the determinations
required to be made by it pursuant to this Section 3.08(f), or obtaining the
Rating Agency confirmations required by this Section 3.08(f), shall be borne by
the related Borrower as a condition to such Master Servicer's obligation to
effect the defeasance of the related Trust Mortgage Loan, or borne by the
related Mortgage Loan Seller (to the extent it is required to make such payment
under the related Mortgage Loan Purchase Agreement) or advanced as a Servicing
Advance by the Master Servicer, and otherwise shall be a Trust Fund expense. The
Master Servicer shall deliver all documents relating to the defeasance of any
Trust Mortgage Loan to the Trustee for inclusion in the related Mortgage File.

            (g) With respect to any Mortgage Loan that permits the related
Borrower to incur subordinate indebtedness secured by the related Mortgaged
Property, the Master Servicer or the Special Servicer, as applicable, shall
enforce the rights of the lender, if any, under the related Mortgage Loan
Documents to require such Borrower to require the lender of such subordinate
indebtedness to enter into a subordination and standstill agreement with the
Trust.

            (h) With respect to any Trust Mortgage Loan, subject to the related
Mortgage Loan Documents, neither the Master Servicer nor the Special Servicer
shall permit the related Borrower to substitute any real property, any rights
with respect to real property, or any other real property interest whatsoever
for the Mortgaged Property securing such Trust Mortgage Loan as of the Closing
Date without receipt of an Opinion of Counsel, at the expense of the Borrower
(if permitted by the related Mortgage Loan Documents, otherwise at the expense
of the Trust Fund), to the effect that the substitution will not cause the
related Trust Mortgage Loan to fail to qualify as a "qualified mortgage" as
defined under Section 860G(a)(3) of the Code while such Trust Mortgage Loan is
owned by REMIC I.

                  Section 3.09 Realization Upon Defaulted Mortgage Loans

            (a) The Special Servicer shall, subject to Section 3.09(b), Section
3.09(c) and Section 3.09(d), exercise reasonable efforts, consistent with the
Servicing Standard, to foreclose upon or otherwise comparably convert (which may
include an REO Acquisition) the ownership of any property securing such Mortgage
Loans that become Specially Serviced Mortgage Loans, as to which no satisfactory
arrangements can be made for collection of delinquent payments, and which are
not released from the Trust Fund pursuant to any other provision hereof. In any
case in which a Mortgaged Property shall have suffered damage such that the
complete restoration of such property is not fully reimbursable by the hazard
insurance policies or flood insurance policies required to be maintained
pursuant to Section 3.07, the Master Servicer shall not be required to make a
Servicing Advance and expend funds toward the restoration of such property
unless (i) the Special Servicer has determined in its reasonable judgment in
accordance with the Servicing Standard that such restoration will increase the
net proceeds of liquidation of such Mortgaged Property to Certificateholders and
any affected B Loan Holder, as a collective whole, after reimbursement to such
Master Servicer for such Servicing Advance and interest thereon and (ii) such
Master Servicer has determined that such Servicing Advance together with accrued
and unpaid interest thereon, will be recoverable by such Master Servicer out of
the proceeds of liquidation of such Mortgaged Property, as contemplated in
Sections 3.05(a)(v) and 3.05(a)(vii) (or, if applicable, Section 3.04(e)). The
Master Servicer shall advance all costs and expenses incurred by the Special
Servicer in any such proceedings (such costs and expenses to be advanced by such
Master Servicer to the Special Servicer in accordance with Section 3.03(c) and
recoverable by such Master Servicer as a Servicing Advance); provided that, in
each case, such cost or expense would not, if incurred, constitute a
Nonrecoverable Servicing Advance. The Master Servicer may pay out of the
Collection Account as an expense of the Trust Fund any cost or expense that
would otherwise be determined to be a Nonrecoverable Servicing Advance as and to
the extent provided in the third to last paragraph of Section 3.03(c).

            Nothing contained in this Section 3.09 shall be construed to require
the Special Servicer, on behalf of the Trust Fund and any affected B Loan
Holder, to make a bid on any Mortgaged Property at a foreclosure sale or similar
proceeding that is in excess of the fair market value of such property, as
determined by the Special Servicer in its reasonable judgment taking into
account, as applicable, among other factors, the period and amount of any
delinquency on the affected Mortgage Loan(s), the occupancy level and physical
condition of the Mortgaged Property or REO Property, the state of the local
economy, the obligation to dispose of any REO Property within the time period
specified in Section 3.16(a) and the results of any Appraisal obtained pursuant
to the following sentence, all such bids to be made in a manner consistent with
the Servicing Standard. If and when the Special Servicer deems it necessary and
prudent for purposes of establishing the fair market value of any Mortgaged
Property securing a defaulted Mortgage Loan, whether for purposes of bidding at
foreclosure or otherwise, the Special Servicer is authorized to have an
Appraisal performed with respect to such property, the cost of which Appraisal
shall be advanced by the Master Servicer as a Servicing Advance.

            (b) The Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 unless either:

            (i) such personal property is incident to real property (within the
      meaning of Section 856(e)(1) of the Code) so acquired by the Special
      Servicer; or

            (ii) the Special Servicer shall have obtained an Opinion of Counsel
      (the cost of which shall be a Servicing Advance) to the effect that the
      holding of such personal property by the Trust Fund will not cause the
      imposition of a tax on either REMIC Pool under the REMIC Provisions or
      cause either REMIC Pool to fail to qualify as a REMIC.

            (c) Notwithstanding the foregoing provisions of this Section 3.09,
the Special Servicer shall not, on behalf of the Trustee, obtain title to a
Mortgaged Property in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the
Trustee, on behalf of the Certificateholders (and, in the case of a Mortgage
Loan Combination, the related B Loan Holder), would be considered to hold title
to, to be a "mortgagee-in-possession" of, or to be an "owner" or "operator" of
such Mortgaged Property within the meaning of CERCLA or any comparable law,
unless (as evidenced by an Officer's Certificate to such effect delivered to the
Trustee) the Special Servicer has previously determined in accordance with the
Servicing Standard, based on an Environmental Assessment of such Mortgaged
Property performed within the preceding 12 months by an Independent Person who
regularly conducts Environmental Assessments, and taking into account the
existence of any Environmental Insurance Policy covering such Mortgaged
Property, that:

            (i) the Mortgaged Property is in compliance with applicable
      environmental laws and regulations or, if not, that taking such actions as
      are necessary to bring the Mortgaged Property into compliance therewith is
      reasonably likely to produce a greater recovery on a present value basis
      than not taking such actions; and

            (ii) there are no circumstances or conditions present at the
      Mortgaged Property relating to the use, management or disposal of
      Hazardous Materials for which investigation, testing, monitoring,
      containment, clean-up or remediation could be required under any
      applicable environmental laws and regulations or, if such circumstances or
      conditions are present for which any such action could be required, that
      taking such actions with respect to such Mortgaged Property is reasonably
      likely to produce a greater recovery on a present value basis than not
      taking such actions.

            The cost of any such Environmental Assessment and the cost of any
remedial, corrective or other further action contemplated by clause (i) and/or
clause (ii) of the preceding sentence shall be advanced by the Master Servicer
as a Servicing Advance. If any such Environmental Assessment so warrants, the
Special Servicer shall, at the expense of the Trust Fund and/or, subject to the
applicable intercreditor, co-lender or similar agreement, any related B Loan
Holder, as a collective whole, perform such additional environmental testing as
it deems necessary and prudent to determine whether the conditions described in
clauses (i) and (ii) of the second preceding sentence have been satisfied.

            (d) If (i) the environmental testing contemplated by Section 3.09(c)
establishes that either of the conditions set forth in clauses (i) and (ii) of
the first sentence thereof has not been satisfied with respect to any Mortgaged
Property securing a defaulted Mortgage Loan and (ii) there has been no breach of
any of the representations and warranties set forth in or required to be made
pursuant to the related Mortgage Loan Purchase Agreement for which the related
Mortgage Loan Seller (or, in the case of any Column Trust Mortgage Loan, the
Column Performance Guarantor) could be required to repurchase the related Trust
Mortgage Loan pursuant to Section 7 of the related Mortgage Loan Purchase
Agreement (or, in the case of any Column Trust Mortgage Loan, pursuant to the
Column Performance Guarantee, as the case may be), then the Special Servicer
shall take such action as it deems to be in the best economic interest of the
Trust Fund and any affected B Loan Holder, as a collective whole, and consistent
with the Servicing Standard (other than proceeding to acquire title to the
Mortgaged Property) and is hereby authorized at such time as it deems
appropriate to release such Mortgaged Property from the lien of the related
Mortgage.

            (e) The Special Servicer shall provide written reports and a copy of
any Environmental Assessments to the Trustee, the Master Servicer, the Series
2008-C1 Directing Certificateholder, any affected B Loan Holder and any
Requesting Subordinate Certificateholder (at the expense of such Requesting
Subordinate Certificateholder) monthly regarding any actions taken by the
Special Servicer with respect to any Mortgaged Property securing a defaulted
Mortgage Loan as to which the environmental testing contemplated in Section
3.09(c) revealed that either of the conditions set forth in clauses (i) and (ii)
of the first sentence thereof has not been satisfied, in each case until the
earlier to occur of satisfaction of both such conditions, repurchase of the
related Trust Mortgage Loan by the applicable Mortgage Loan Seller or release of
the lien of the related Mortgage on such Mortgaged Property. The Trustee shall,
upon request, forward all such reports to the Certificateholders (at the expense
of the requesting party) and each Rating Agency.

            (f) Annually in each January, the Special Servicer shall on a timely
basis forward to the Master Servicer the information returns with respect to the
reports of foreclosures and abandonments and reports relating to any forgiveness
of indebtedness income with respect to any Mortgaged Property required by
Sections 6050H (as applicable), 6050J and 6050P of the Code. Contemporaneously,
the Special Servicer shall deliver to the Master Servicer (which, in turn, shall
promptly forward to the Trustee) an Officer's Certificate of the Special
Servicer stating that all such information returns relating to Specially
Serviced Mortgage Loans and REO Properties that were required to be filed during
the prior twelve (12) months have been properly completed and timely provided to
the Master Servicer. The Master Servicer shall deliver a copy of any such report
to the Trustee.

            (g) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of seeking to obtain a
deficiency judgment if the state in which the Mortgaged Property securing any
defaulted Mortgage Loan is located and the terms of that Mortgage Loan permit
such an action.

            (h) The Special Servicer shall maintain accurate records, prepared
or supervised by one of its Servicing Officers, of each Final Recovery
Determination in respect of a defaulted Mortgage Loan or REO Property and the
basis thereof. Each Final Recovery Determination shall be evidenced by an
Officer's Certificate delivered to the Trustee, the Master Servicer and any
affected B Loan Holder no later than the first Business Day following the end of
the Collection Period in which such Final Recovery Determination was made.

                  Section 3.10 Trustee To Cooperate; Release of Mortgage Files

            (a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Master Servicer or the Special Servicer, as the case may be, of a
notification that payment in full shall be escrowed in a manner customary for
such purposes, such Master Servicer or Special Servicer, as the case may be,
will promptly notify the Trustee and request delivery of the related Mortgage
File. Any such notice and request shall be in the form of a Request for Release
(and shall include two copies) signed by a Servicing Officer (or in a mutually
agreeable electronic format that will, in lieu of a signature on its face,
originate from a Servicing Officer) and shall include a statement to the effect
that all amounts received or to be received in connection with such payment
which are required to be deposited in the Collection Account or a Mortgage Loan
Combination Custodial Account, as applicable pursuant to Section 3.04, or
remitted to the Master Servicer to enable such deposit, have been or will be so
deposited. Within six Business Days (or within such shorter period as release
can reasonably be accomplished if the Master Servicer or the Special Servicer
notifies the Trustee of an exigency) of receipt of such notice and request, the
Trustee (or, to the extent provided in Section 3.01(b), such Master Servicer or
the Special Servicer, as applicable) shall execute such instruments of
satisfaction, deeds of reconveyance and other documents as shall have been
furnished to it by such Master Servicer or the Special Servicer, and the Trustee
shall release and deliver the related Mortgage File to such Master Servicer or
the Special Servicer, as the case may be. No expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the Collection Account or any Mortgage Loan Combination Custodial Account.

            (b) From time to time as is appropriate for servicing or foreclosure
of any Mortgage Loan, the Master Servicer or the Special Servicer, as
applicable, shall deliver to the Trustee two copies of a Request for Release
signed by a Servicing Officer (or in a mutually agreeable electronic format that
will, in lieu of a signature on its face, originate from a Servicing Officer).
Upon receipt of the foregoing, the Trustee shall deliver the Mortgage File or
any document therein to the Master Servicer or the Special Servicer (or a
designee), as the case may be. Upon return of the Mortgage File to the Trustee,
the Trustee shall execute an acknowledgment of receipt.

            (c) Within seven Business Days (or within such shorter period as
delivery can reasonably be accomplished if the Special Servicer notifies the
Trustee of an exigency) of receipt thereof, the Trustee shall execute and
deliver to the Special Servicer any court pleadings, requests for trustee's sale
or other documents necessary to the release of the lien of a Mortgage, or to
foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal
action brought to obtain judgment against any Borrower on the Note or Mortgage
or to obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Note or Mortgage or otherwise available at law or in equity. The
Special Servicer shall be responsible for the preparation of all such documents
and pleadings. When submitted to the Trustee and, if applicable, the related B
Loan Holder(s) for signature, such documents or pleadings shall be accompanied
by a certificate of a Servicing Officer requesting that such pleadings or
documents be executed by the Trustee or any related B Loan Holder and certifying
as to the reason such documents or pleadings are required, that the proposed
action is in the best interest of the Certificateholders (and, in the case of a
Mortgage Loan Combination, the related B Loan Holder(s)) (as a collective whole)
and that the execution and delivery thereof by the Trustee and any related B
Loan Holder will not invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure or
trustee's sale.

            (d) From time to time as is appropriate for servicing or foreclosure
of any B Loan, the Master Servicer or the Special Servicer, as applicable,
subject to the related intercreditor, co-lender or similar agreement, shall
request the original of the related Note from the related B Loan Holder.

            (e) If from time to time, pursuant to the terms of the 450 Lexington
Avenue Intercreditor Agreement and any 450 Lexington Avenue Servicing Agreement,
and as appropriate for enforcing the terms of the 450 Lexington Avenue Loan, the
450 Lexington Avenue Master Servicer or the 450 Lexington Avenue Special
Servicer requests delivery to it of the original notes for the 450 Lexington
Avenue Loan, then the Trustee shall release or cause the release of such
original notes to the requesting party or its designee. In connection with the
release of the original notes for the 450 Lexington Avenue Loan in accordance
with the preceding sentence, the Trustee shall obtain a Request For Release,
substantially in the form required by the 450 Lexington Avenue Servicing
Agreement, to evidence the holding by the 450 Lexington Avenue Master Servicer
or the 450 Lexington Avenue Special Servicer of such original notes as custodian
on behalf of and for the benefit of the Trustee.

                  Section 3.11 Servicing Compensation

            (a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to receive the Master Servicing Fee with respect to
each Trust Mortgage Loan and REO Trust Mortgage Loan (including Specially
Serviced Trust Mortgage Loans, Defeasance Mortgage Loans and Additional
Collateral Trust Mortgage Loans). As to each Trust Mortgage Loan and REO Trust
Mortgage Loan, the Master Servicing Fee shall accrue at the related Master
Servicing Fee Rate (in accordance with the same terms of the related Note as are
applicable to the accrual of interest at the Mortgage Rate) and shall be
computed on the basis of the same principal amount as interest accrues from time
to time on such Trust Mortgage Loan or is deemed to accrue from time to time on
such REO Trust Mortgage Loan, as the case may be, and on the basis of the same
Interest Accrual Period as is applicable for such Trust Mortgage Loan or deemed
due on such REO Trust Mortgage Loan, as the case may be. The Master Servicing
Fee with respect to any Trust Mortgage Loan or REO Trust Mortgage Loan shall
cease to accrue if a Liquidation Event occurs in respect thereof. The Master
Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments
of interest on each Trust Mortgage Loan and REO Revenues allocable as interest
on each REO Trust Mortgage Loan. In no event will the Master Servicer or any
Primary Servicer be entitled to retain a servicing fee from the amount of any
P&I Advance, regardless of whether the related Borrower is obligated to
reimburse Master Servicing Fees or Primary Servicing Fees.

            Each initial Master Servicer in its individual capacity (and its
successors and assigns) shall also be entitled to receive all Primary Servicing
Fees on any Mortgage Loan (including any Specially Serviced Mortgage Loan,
Additional Collateral Trust Mortgage Loan and Defeasance Mortgage Loan) which is
not serviced by a Primary Servicer, and on any successor REO Mortgage Loan with
respect to the foregoing. As to each Mortgage Loan, Serviced Loan Combination
and REO Mortgage Loan, the Primary Servicing Fee shall accrue at the related
Primary Servicing Fee Rate (in accordance with the same terms of the related
Note as are applicable to the accrual of interest at the Mortgage Rate) and
shall be computed on the basis of the same principal amount as interest accrues
from time to time on such Mortgage Loan or Serviced Loan Combination or is
deemed to accrue from time to time on such REO Mortgage Loan, as the case may
be, and for the same period respecting which any related interest payment due on
such Mortgage Loan or Serviced Loan Combination or deemed due on such REO
Mortgage Loan, as the case may be, is computed. Notwithstanding anything herein
to the contrary, the Master Servicer (and its successors and assigns) may, at
its option and without restriction, assign or pledge to any third party or
retain for itself the Primary Servicing Fees to which it is entitled, and the
right of such Master Servicer (and its successors and assigns) to receive such
Primary Servicing Fees in accordance with the provisions hereof shall not be
terminated or reduced under any circumstance, including transfer of the
servicing or subservicing of the Mortgage Loans to another entity or the
resignation or termination of such Master Servicer; provided, however, that in
the event of any resignation or termination of such Master Servicer as a Primary
Servicer, the Assignable Primary Servicing Fees may be reduced by the Trustee to
the extent reasonably necessary (in the discretion of the Trustee) to compensate
any replacement primary servicer for assuming the duties of such initial Master
Servicer as a Primary Servicer under this Agreement. Notwithstanding the
foregoing, each Primary Servicer shall be entitled to all Primary Servicing Fees
on all Mortgage Loans serviced under the applicable Primary Servicing Agreement,
whether or not any of such Mortgage Loans shall become Specially Serviced
Mortgage Loans.

            The Master Servicer, on behalf of itself, the holder of the related
Excess Servicing Strip and the Assignable Primary Servicing Fee and any Primary
Servicer, shall be entitled to recover unpaid Master Servicing Fees and Primary
Servicing Fees in respect of any Mortgage Loan or REO Mortgage Loan required to
be serviced by it out of that portion of related payments, Insurance and
Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an
REO Mortgage Loan) allocable as recoveries of interest, to the extent permitted
by Section 3.05(a). Subject to the second and fourth paragraphs of this Section
3.11(a), the right of the Master Servicer to receive the Master Servicing Fee
(and, except to the extent set forth in the Primary Servicing Agreement with
respect to a Primary Servicer and except as set forth in this Section 3.11(a),
the related Primary Servicing Fee) may not be transferred in whole or in part
except in connection with the transfer of all of such Master Servicer's
responsibilities and obligations under this Agreement. The parties hereto
acknowledge that the annual fees of each Rating Agency allocable to the Column
Trust Mortgage Loans, the KeyBank Trust Mortgage Loans and the National City
Trust Mortgage Loans have been paid on or prior to the Closing Date.

            Notwithstanding anything herein to the contrary, each initial Master
Servicer (and its successors and assigns) may at its option assign or pledge to
any third party or retain for itself the related Excess Servicing Strip, if any;
provided that any assignee or pledgee of the Excess Servicing Strip must be a
Qualified Institutional Buyer or Institutional Accredited Investor (other than a
Plan); and provided, further, that no transfer, sale, pledge or other assignment
of the Excess Servicing Strip shall be made unless that transfer, sale, pledge
or other assignment is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws and
is otherwise made in accordance with the Securities Act and such state
securities laws; and provided, further, that in the event of any resignation or
termination the Master Servicer, all or any portion of the Excess Servicing
Strip may be reduced by the Trustee to the extent reasonably necessary (in the
sole discretion of the Trustee) for the Trustee to obtain a qualified successor
Master Servicer (which successor may include the Trustee) that meets the
requirements of Section 6.04 and that requires market rate servicing
compensation that accrues at a per annum rate in excess of 0.01% per annum (one
basis point). The Master Servicer and each holder of the Excess Servicing Strip
desiring to effect a transfer, sale, pledge or other assignment of the Excess
Servicing Strip shall, and hereby agrees, and each such holder of the Excess
Servicing Strip by its acceptance of the Excess Servicing Strip shall be deemed
to have agreed, in connection with any transfer of the Excess Servicing Strip
effected by such Person, to indemnify the Certificateholders, the Trust, the B
Loan Holders, the Depositor, the Underwriters, the Trustee, the Master Servicer,
the Certificate Registrar and the Special Servicer against any liability that
may result if such transfer is not exempt from registration and/or qualification
under the Securities Act or other applicable federal and state securities laws
or is not made in accordance with such federal and state laws or in accordance
with the foregoing provisions of this paragraph. By its acceptance of the Excess
Servicing Strip, the holder thereof shall be deemed to have agreed (i) to keep
all information relating to the Trust and the Trust Fund and made available to
it by the Master Servicer confidential (except as permitted pursuant to clause
(iii) below), (ii) not to use or disclose such information in any manner that
could result in a violation of any provision of the Securities Act or other
applicable securities laws or that would require registration of the Excess
Servicing Strip or any Non-Registered Certificate pursuant to the Securities
Act, and (iii) not to disclose such information, and to cause its officers,
directors, partners, employees, agents or representatives not to disclose such
information, in any manner whatsoever, in whole or in part, to any other Person
other than such holder's auditors, legal counsel and regulators, except to the
extent such disclosure is required by law, court order or other legal
requirement or to the extent such information is of public knowledge at the time
of disclosure by such holder or has become generally available to the public
other than as a result of disclosure by such holder; provided, however, that
such holder may provide all or any part of such information to any other Person
who is contemplating an acquisition of the Excess Servicing Strip if, and only
if, such Person (x) confirms in writing such prospective acquisition and (y)
agrees in writing to keep such information confidential, not to use or disclose
such information in any manner that could result in a violation of any provision
of the Securities Act or other applicable securities laws or that would require
registration of the Excess Servicing Strip or any Non-Registered Certificates
pursuant to the Securities Act and not to disclose such information, and to
cause its officers, directors, partners, employees, agents or representatives
not to disclose such information, in any manner whatsoever, in whole or in part,
to any other Person other than such Persons' auditors, legal counsel and
regulators. From time to time following any transfer, sale, pledge or assignment
of the Excess Servicing Strip, the Person then acting as such Master Servicer
shall pay, out of each amount paid to such Master Servicer as Master Servicing
Fees with respect to any Trust Mortgage Loan or REO Trust Mortgage Loan, as the
case may be, the portion of the Excess Servicing Strip attributable to such
Trust Mortgage Loan or REO Trust Mortgage Loan to the holder of the Excess
Servicing Strip within one Business Day following the payment of such Master
Servicing Fees to such Master Servicer, in each case in accordance with payment
instructions provided by such holder in writing to such Master Servicer. The
holder of the Excess Servicing Strip shall not have any rights under this
Agreement except as set forth in the preceding sentences of this paragraph.

            The Master Servicer shall pay the Excess Servicing Strip and the
Assignable Primary Servicing Fee to the holder of the Excess Servicing Strip and
the Assignable Primary Servicing Fee at such time and to the extent that such
Master Servicer is entitled to receive payment of its Master Servicing Fees and
Primary Servicing Fees hereunder, notwithstanding any resignation or termination
of such Master Servicer hereunder (subject to reduction pursuant to the
preceding paragraph).

            Additional master servicing compensation ("Additional Servicing
Compensation") in the form of:

            (i) (A) 100% of all assumption application fees and 50% of all
      assumption, modification, extension, consent, release, waiver, processing
      and other fees charged in the connection with an assumption, modification,
      extension, consent, release or waiver, (B) 100% of all fees in connection
      with defeasance and (C) 50% of all earn-out fees paid by the Borrowers
      (and all other commercially reasonable fees collected on or with respect
      to other actions for which the Master Servicer is responsible), in each
      case, on all Trust Mortgage Loans (other than the 450 Lexington Avenue
      Mortgage Loan) that are not Specially Serviced Trust Mortgage Loans (in
      each case, only to the extent that all amounts then due and payable after
      giving effect to any modification with respect to the related Trust
      Mortgage Loan have been paid); provided, however, that with respect to
      assumption application fees, if the related assumption is consummated, no
      assumption fee is charged and the consent of the Special Servicer is
      required pursuant to the terms of this Agreement in connection with such
      assumption, then the Master Servicer shall be entitled to receive 50% of
      such assumption application fee; provided, further, that with respect to
      assumption, modification, extension, consent, release, waiver, processing
      and other fees charged in the connection with an assumption, modification,
      extension, consent, release or waiver, if the consent of the Special
      Servicer is not required pursuant to the terms of this Agreement in
      connection with the underlying servicing action, then the Master Servicer
      shall be entitled to receive 100% of such fees;

            (ii) all Penalty Charges actually collected on each Trust Mortgage
      Loan (other than the 450 Lexington Avenue Mortgage Loan) during the period
      that such Trust Mortgage Loan is not a Specially Serviced Mortgage Loan,
      but only to the extent that (A) all amounts then due and payable with
      respect to such Trust Mortgage Loan (including outstanding interest on all
      Advances accrued with respect to such Trust Mortgage Loan) have been paid,
      (B) the Trust Fund has been reimbursed with respect to any Advances made
      with respect to such Trust Mortgage Loan, together with interest thereon
      if such interest was paid to the Master Servicer, Special Servicer or the
      Trustee, as applicable, from a source of funds other than Penalty Charges
      collected on such Trust Mortgage Loan and (C) the Trust Fund has been
      reimbursed for any Additional Trust Fund Expenses incurred since the
      Closing Date with respect to the Mortgage Pool including any previously
      paid from a source other than Penalty Charges on all of the Trust Mortgage
      Loans in the Mortgage Pool;

            (iii) all charges for beneficiary statements or demands, amounts
      collected for checks returned for insufficient funds and other loan
      processing fees actually paid by a Borrower with respect to a Performing
      Mortgage Loan (other than the 450 Lexington Avenue Mortgage Loan); and

            (iv) all other customary charges (other than the 450 Lexington
      Avenue Mortgage Loan), in each case only to the extent actually paid by
      the related Borrower;

shall be retained by the Master Servicer and shall not be required to be
deposited in the related Collection Account or any Mortgage Loan Combination
Custodial Account pursuant to Section 3.04.

            The Master Servicer also shall be entitled to receive and retain
additional servicing compensation in the form of: (i) interest or other income
earned on deposits relating to the Trust Fund in the Collection Account and any
Mortgage Loan Combination Custodial Accounts, maintained by such Master Servicer
in accordance with Section 3.06 (but only to the extent of the Net Investment
Earnings, if any, with respect to each such account for each Collection Period);
(ii) interest earned on deposits in any Cash Collateral Account, any Lock-box
Account and the Servicing Accounts maintained by such Master Servicer that is
not required by applicable law or the related Trust Mortgage Loan to be paid to
the Borrower; and (iii) collections representing Prepayment Interest Excesses
for any Distribution Date on the Trust Mortgage Loans serviced by such Master
Servicer (except to the extent necessary to offset Prepayment Interest
Shortfalls for such Distribution Date).

            To the extent that any of the amounts described in the preceding
paragraph are collected by the Special Servicer, such Special Servicer shall
promptly pay such amounts to the Master Servicer.

            Without limiting its rights under any other agreement or arrangement
(including without limitation, the related CBA A/B Intercreditor Agreement), the
Master Servicer shall not be entitled to any Master Servicing Fees or any other
compensation hereunder with respect to the CBA B Loans.

            In respect of each Broker Strip Loan, the Master Servicer shall, on
a monthly basis, by the last day of the month following the month in which such
Master Servicer collected any related Broker Strip Interest, remit to the
applicable Broker Strip Payee the amount of the Broker Strip Interest so
collected.

            Except as specifically provided in this Agreement, the Master
Servicer shall be required to pay out of its own funds all overhead expenses
incurred by it in connection with its servicing activities hereunder, if and to
the extent such expenses are not payable directly out of the Collection Account
or any Mortgage Loan Combination Custodial Account, and the Master Servicer
shall not be entitled to reimbursement therefor except as expressly provided in
this Agreement.

            (b) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Mortgage Loan and each related REO Mortgage Loan. As to
each such Specially Serviced Mortgage Loan or related REO Mortgage Loan for any
particular calendar month (or applicable portion thereof), the Special Servicing
Fee shall accrue at the Special Servicing Fee Rate (in accordance with the same
terms of the related Note as are applicable to the accrual of interest at the
Mortgage Rate) and shall be computed on the basis of the same principal amount
as interest accrues from time to time during such calendar month (or applicable
portion thereof) on such Specially Serviced Mortgage Loan or is deemed to accrue
from time to time on such REO Mortgage Loan and on the basis of the same
Interest Accrual Period as is applicable for such Specially Serviced Mortgage
Loan or REO Mortgage Loan, as the case may be. The Special Servicing Fee with
respect to any Specially Serviced Mortgage Loan or REO Mortgage Loan shall cease
to accrue if a Liquidation Event occurs in respect thereof or, in the case of a
Specially Serviced Mortgage Loan, when all applicable Servicing Transfer Events
cease to exist as described in the definition of "Servicing Transfer Event." The
Special Servicing Fee shall be payable monthly out of general collections on the
Mortgage Loans (and any related REO Properties) on deposit in the Collection
Account in accordance with and pursuant to Section 3.05(a). The right to receive
the related Special Servicing Fee may not be transferred in whole or in part
except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under this Agreement.

            Additional servicing compensation in the form of (i) 100% of all
assumption fees and assumption application fees, with respect to all Specially
Serviced Mortgage Loans, (ii) 50% of all assumption application fees, with
respect to Performing Trust Mortgage Loans as to which the related assumption is
consummated, no assumption fee is charged and the consent of the Special
Servicer is required pursuant to the terms of this Agreement and 50% of all
assumption, modification, extension, consent, release, waiver, processing and
other fees charged in the connection with an assumption, modification,
extension, consent, release or waiver, with respect to Performing Trust Mortgage
Loans for which the consent of the Special Servicer is required pursuant to the
terms of this Agreement and (iii) all commercially reasonable extension fees and
all fees received on or with respect to Trust Mortgage Loan modifications,
waivers and consents for which the Special Servicer is responsible pursuant to
Section 3.20(a) (in each case, only to the extent actually collected from the
related Borrower and only to the extent that all amounts then due and payable
after giving effect to any modification with respect to the related Trust
Mortgage Loan (including the related Master Servicing Fee payable pursuant to
Section 3.11(a)) have been paid), shall be promptly paid to the Special Servicer
by the Master Servicer and shall not be required to be deposited in any
Collection Account or any Mortgage Loan Combination Custodial Account pursuant
to Section 3.04.

            The Special Servicer shall also be entitled to additional servicing
compensation in the form of a Workout Fee with respect to each Corrected
Mortgage Loan at the Workout Fee Rate. The Workout Fee shall be payable out of,
and shall be calculated by application of the Workout Fee Rate to, each
collection of interest, other than Default Interest and Excess Interest, and
principal (including scheduled payments, prepayments, Balloon Payments, payments
at maturity and payments received with respect to a partial condemnation of a
Mortgaged Property securing a Specially Serviced Mortgage Loan) received on such
Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The Workout
Fee with respect to any Corrected Mortgage Loan will cease to be payable if such
Mortgage Loan again becomes a Specially Serviced Mortgage Loan; provided that a
new Workout Fee will become payable if and when such Mortgage Loan again becomes
a Corrected Mortgage Loan. If the Special Servicer is terminated (other than for
cause) or resigns, it shall retain the right to receive any and all Workout Fees
payable with respect to Mortgage Loans that became Corrected Mortgage Loans
during the period that it acted as Special Servicer and were Corrected Mortgage
Loans at the time of such termination or resignation (or for any Specially
Serviced Mortgage Loan that had not yet become a Corrected Mortgage Loan because
at the time the Special Servicer was terminated or resigned the Borrower had not
made three consecutive monthly debt service payments and subsequently the
Specially Serviced Mortgage Loan becomes a Corrected Mortgage Loan), and the
successor Special Servicer shall not be entitled to any portion of such Workout
Fees in each case until the Workout Fee for any such loan ceases to be payable
in accordance with the terms hereof.

            A Liquidation Fee will be payable to the Special Servicer with
respect to each Trust Mortgage Loan repurchased by the related Mortgage Loan
Seller (or, in the case of any Column Trust Mortgage Loan, by the Column
Performance Guarantor) after the Initial Resolution Period (and any permitted
extension thereof) as described in Section 2.03 or any Specially Serviced
Mortgage Loan or REO Mortgage Loan as to which the Special Servicer receives a
full, partial or discounted payoff with respect thereto from the related
Borrower or any Liquidation Proceeds or Insurance and Condemnation Proceeds with
respect thereto, and shall be payable from and out of the proceeds of such
repurchase or full, partial or discounted payoff or Liquidation Proceeds or
Insurance and Condemnation Proceeds, in an amount equal to the product of (i)
the Liquidation Fee Rate and (ii) the proceeds of such repurchase or full,
partial or discounted payoff or the Liquidation Proceeds or Insurance and
Condemnation Proceeds related to such repurchased Trust Mortgage Loan or
liquidated Specially Serviced Mortgage Loan or REO Mortgage Loan, as the case
may be (in each such case, however, exclusive of any portion of such payoff
and/or proceeds that represents Penalty Charges and/or Excess Interest);
provided, however, that no Liquidation Fee shall be payable out of, or in
connection with the receipt of, Liquidation Proceeds received as a result of the
repurchase or replacement of any Trust Mortgage Loan in connection with a
Material Breach or Material Defect by the related Mortgage Loan Seller (or by
the Column Performance Guarantor, as the case may be) as contemplated by Section
2.03 (so long as such repurchase or replacement occurs within the applicable
cure period set forth in the related Mortgage Loan Purchase Agreement, as such
cure period may be extended in accordance with the related Mortgage Loan
Purchase Agreement), the purchase of any Defaulted Trust Mortgage Loan by the
Series 2008-C1 Directing Certificateholder or the Special Servicer or any
assignee or Affiliate thereof pursuant to Section 3.18 (unless purchased by the
Series 2008-C1 Directing Certificateholder or an Affiliate thereof more than 90
days after the mortgage loan becomes a Defaulted Trust Mortgage Loan or by an
unaffiliated third-party assignee of the Series 2008-C1 Directing
Certificateholder or of the Special Servicer), the purchase of any A Loan by the
related B Loan Holder pursuant to the related Intercreditor Agreement (so long
as such purchase occurs within 90 days of the Servicing Transfer Event), the
purchase of any Trust Mortgage Loan by any related Mezzanine Loan Holder (so
long as such purchase occurs within 60 days of the Mezzanine Loan Holder's
option first becoming exercisable under the related intercreditor agreement),
the purchase of all the Trust Mortgage Loans and REO Properties in the Trust
Fund by Holders of more than 50% of the Percentage Interests in the Controlling
Class, the Special Servicer or the Master Servicer pursuant to Section 9.01 or a
withdrawal from the Cash Reserve Fund pursuant to Section 3.19(e).

            Notwithstanding the foregoing, no Liquidation Fee shall be payable
to the Special Servicer with respect to the 450 Lexington Avenue Loan or any REO
Property related to the 450 Lexington Avenue Loan.

            The Special Servicer will also be entitled to additional fees in the
form of Penalty Charges collected on each Specially Serviced Mortgage Loan, but
only to the extent actually collected from the related Borrower (and, with
respect to any Mortgage Loan Combination, to the extent permitted in the related
Intercreditor Agreement) and to the extent that (i) all amounts then due and
payable with respect to such Specially Serviced Mortgage Loan (including
outstanding interest on all Advances accrued with respect to such Specially
Serviced Mortgage Loan) have been paid, (ii) the Trust Fund has been reimbursed
with respect to any Advances made with respect to such Specially Serviced
Mortgage Loan, together with interest thereon if such interest was paid to the
Master Servicer, Special Servicer or the Trustee, as applicable, from a source
of funds other than Penalty Charges collected on such Specially Serviced
Mortgage Loan, and (iii) the Trust Fund has been reimbursed for any Additional
Trust Fund Expenses incurred since the Closing Date with respect to the Mortgage
Pool including any previously paid from a source other than Penalty Charges on
all of the Trust Mortgage Loans in the Mortgage Pool. Except as expressly
provided in this Agreement, the Special Servicer shall be required to pay out of
its own funds all expenses incurred by it in connection with its servicing
activities hereunder (including, without limitation, payment of any amounts,
other than management fees in respect of REO Properties, due and owing to any of
its Sub-Servicers and the premiums for any blanket or master single interest
Insurance Policy obtained by it insuring against hazard losses pursuant to
Section 3.07), if and to the extent such expenses are not payable directly out
of the Collection Account, a Mortgage Loan Combination Custodial Account or the
REO Account, and the Special Servicer shall not be entitled to reimbursement
therefor.

            Notwithstanding the foregoing provisions of this Section 3.11(b),
Special Servicing Fees, Workout Fees and Liquidation Fees earned with respect to
any A Loan, any successor REO Trust Mortgage Loan with respect thereto or any
related REO Property shall be payable out of the related Mortgage Loan
Combination Custodial Account, to the maximum extent permitted by the related
Intercreditor Agreement, before being paid out of the Collection Account. The
Special Servicer shall be entitled to such compensation with respect to the B
Loans as is provided under the respective Intercreditor Agreements; provided
that, in no such case, shall the payment of any such compensation reduce amounts
otherwise payable to the Certificateholders with respect to the related A Loan.

                  Section 3.12 Reports to the Trustee

            (a) The Master Servicer shall deliver to the Trustee and the Special
Servicer, no later than 1:30 p.m. New York City time on the second Business Day
prior to each Distribution Date beginning in May 2008, the CMSA Loan Periodic
Update File with respect to each Trust Mortgage Loan and any successor REO Trust
Mortgage Loan relating thereto for the subject Distribution Date. As to each
Trust Mortgage Loan and REO Property (or related REO Trust Mortgage Loan), to
the extent that the relevant information is not included as part of the CMSA
Loan Periodic Update File, such Master Servicer shall provide to the Special
Servicer, by the close of business on such Distribution Date and in a mutually
agreeable electronic format, the amount of each outstanding Advance and the
interest accrued thereon as of the related Determination Date. For purposes of
the production by the Master Servicer or the Special Servicer of any report,
such Master Servicer or the Special Servicer, as the case may be, may
conclusively rely (without investigation, inquiry, independent verification or
any duty or obligation to recomputed, verify or recalculate any of the amounts
and other information contained in), absent manifest error, on information
provided to it by the Depositor, by the Trustee, by the related Mortgage Loan
Seller, by the related Borrower or (x) in the case of such a report produced by
the Master Servicer, by the Special Servicer (unless the Special Servicer is
such Master Servicer or an Affiliate thereof) and (y) in the case of such a
report produced by the Special Servicer, by the Master Servicer (unless such
Master Servicer is the Special Servicer or an Affiliate thereof).

            (b) Notwithstanding the foregoing, because the Master Servicer will
not receive the Servicing Files until the Closing Date and will not have
sufficient time to review and analyze such Servicing Files before the initial
Distribution Date, the parties agree that the CMSA Loan Periodic Update File
required to be delivered by the Master Servicer in May 2008 will be based solely
upon information generated from actual collections received by the Master
Servicer and from information the Depositor delivers or causes to be delivered
to the Master Servicer (including but not limited to information prepared by
third-party servicers of the subject Trust Mortgage Loans with respect to the
period prior to the Closing Date).

            (c) No later than 4:00 p.m. New York City time on the Master
Servicer Remittance Date beginning in June 2008 (or with respect to clause
(viii) below, in July 2008), the Master Servicer shall deliver or cause to be
delivered to the Trustee the following reports with respect to the Trust
Mortgage Loans and any Serviced Loan Combinations (and, if applicable, the
related REO Properties, providing the required information as of the related
Determination Date): (i) a CMSA Comparative Financial Status Report; (ii) a CMSA
Delinquent Loan Status Report; (iii) a CMSA Historical Loan Modification and
Corrected Mortgage Loan Report; (iv) a CMSA Historical Liquidation Report; (v) a
CMSA REO Status Report; (vi) a CMSA Servicer Watch List; (vii) a CMSA Property
File; (viii) a CMSA Loan Set-up File; (ix) a CMSA Financial File; (x) CMSA Loan
Level Reserve LOC Report; (xi) CMSA Reconciliation of Funds Report; (xii) CMSA
Realized Loss Report; and (xiii) CMSA Advance Recovery Report. Such reports
shall be in CMSA format (as in effect from time to time) and shall be in an
electronic format reasonably acceptable to both the Trustee and the Master
Servicer.

            (d) The Special Servicer shall from time to time (and, in any event,
upon request) provide the Master Servicer with such information in its
possession regarding the Specially Serviced Mortgage Loans and REO Properties as
may be reasonably necessary for the Master Servicer to prepare each report and
any supplemental information to be provided by the Master Servicer to the
Trustee. Without limiting the generality of the foregoing, not later than 1:30
p.m. (New York City time) on the Business Day following each Determination Date,
beginning in May 2008, the Special Servicer shall prepare and deliver or cause
to be delivered to the Master Servicer (on a computer readable medium reasonably
acceptable to the Master Servicer and the Special Servicer) the CMSA Special
Servicer Loan File with respect to each Specially Serviced Mortgage Loan and REO
Property that the Special Servicer is required to service hereunder (which file
shall provide the applicable required information as of such Determination
Date), in order to enable the Master Servicer to produce the following
supplemental reports: (i) a CMSA Property File; (ii) a CMSA Loan Periodic Update
File; (iii) a CMSA Delinquent Loan Status Report; (iv) a CMSA Comparative
Financial Status Report; (v) a CMSA Historical Liquidation Report; (vi) a CMSA
Historical Loan Modification and Corrected Mortgage Loan Report; (vii) a CMSA
REO Status Report; and (viii) a CMSA NOI Adjustment Worksheet and CMSA Operating
Statement Analysis Report.

            (e) Notwithstanding anything to the contrary contained in this
Agreement, the failure of the Master Servicer or the Special Servicer to
disclose any information otherwise required to be disclosed pursuant to this
Section 3.12 shall not constitute a breach of this Agreement to the extent that
such Master Servicer or the Special Servicer, as the case may be, so fails
because such disclosure, in the reasonable belief of such Master Servicer or the
Special Servicer, as the case may be, would violate any applicable law or any
provision of a Mortgage Loan Document prohibiting disclosure of information with
respect to the Mortgage Loans or the Mortgaged Properties, would constitute a
waiver of the attorney-client privilege on behalf of the Trust or would
otherwise materially harm the Trust Fund. The Master Servicer or the Special
Servicer may affix to any information provided by it any disclaimer it deems
appropriate in its reasonable discretion (without suggesting liability on the
part of any other party hereto).

            (f) (A) At least annually by April 30, commencing April 30, 2009 or
            as soon thereafter as is reasonably practicable based upon when, and
            the format in which, such Master Servicer has received the subject
            information, with respect to each Trust Mortgage Loan and REO Trust
            Mortgage Loan, the Master Servicer shall prepare and deliver or
            cause to be delivered to the Trustee a CMSA Operating Statement
            Analysis Report and CMSA NOI Adjustment Worksheet for the related
            Mortgaged Property or REO Property as of the end of the preceding
            fiscal year, based upon the operating statements and rent rolls (but
            only to the extent the related Borrower delivers such information to
            such Master Servicer or the Special Servicer and, with respect to
            operating statements and rent rolls for Specially Serviced Trust
            Mortgage Loans and REO Properties, to the extent timely delivered by
            the Special Servicer to such Master Servicer) for the related
            Mortgaged Property or REO Property as of the end of the preceding
            fiscal year.

                  (B) Commencing with respect to the calendar quarter ending
            June 30, 2008, the Master Servicer shall use its reasonable efforts
            (but shall not be required to institute litigation) to obtain
            quarterly and annual operating statements and rent rolls, the
            quarterly and annual financial statements and the annual budgets (to
            the extent the Mortgage Loan Documents require the Borrower to
            deliver such budgets) of each Borrower with respect to each Trust
            Mortgage Loan, other than Specially Serviced Trust Mortgage Loans,
            which efforts shall include sending a letter to the related Borrower
            each quarter (followed up with telephone calls) requesting such
            quarterly and annual operating statements and rent rolls by no later
            than 60 days after the subject fiscal quarter or 90 days after the
            subject fiscal year, as applicable, to the extent such action is
            consistent with applicable law, the terms of such Trust Mortgage
            Loans and the Servicing Standard. The Master Servicer shall (to the
            extent not delivered pursuant to the preceding paragraph) deliver
            copies of all of the foregoing items so collected to the Special
            Servicer, the Series 2008-C1 Directing Certificateholder and, upon
            request, the Trustee, (x) in the case of quarterly operating
            statements and rent rolls, within the later of (A) 60 days after
            such subject fiscal quarter and (B) 45 days following receipt by
            such Master Servicer of such operating statements and rent rolls
            (or, if received from the Special Servicer, 15 days following such
            receipt), and (y) in the case of annual operating statements and
            rent rolls, not later than the later of (A) April 30 of each
            calendar year, commencing April 30, 2009, and (B) 60 days following
            receipt by such Master Servicer of such operating statements and
            rent rolls (or, if received from the Special Servicer, 15 days
            following such receipt).

                  (C) The Master Servicer shall maintain a CMSA Operating
            Statement Analysis Report for each Mortgaged Property securing each
            Trust Mortgage Loan (including any such Mortgaged Property which is
            an REO Property or constitutes security for a Specially Serviced
            Trust Mortgage Loan upon the receipt of information from the Special
            Servicer in accordance with Section 3.12(g)) that shall be prepared
            or, once prepared, updated by the Master Servicer and delivered to
            the Trustee within 30 days after receipt by such Master Servicer of
            updated operating statements for such Mortgaged Property; provided
            that the Master Servicer shall not be required to update the CMSA
            Operating Statement Analysis Reports more often than quarterly or
            such other longer period as operating statements are required to be
            delivered to the lender by the Borrower pursuant to the related
            Mortgage Loan Documents.

            (g) Consistent with applicable law and the Servicing Standard, the
Special Servicer shall use its reasonable efforts (but shall not be required to
institute litigation) to obtain quarterly and annual operating statements,
budgets and rent rolls and quarterly and annual financial statements of each
Borrower with respect to each Mortgaged Property constituting security for a
Specially Serviced Trust Mortgage Loan and with respect to each REO Property
(and shall deliver or cause to be delivered such materials to the Master
Servicer and, upon the request of the Trustee, the Depositor or any Rating
Agency, to any such requesting party), which efforts shall include sending a
letter to the related Borrower or other appropriate party each quarter (followed
up with telephone calls) requesting such annual operating statements and rent
rolls by no later than 45 days after the subject fiscal quarter or 60 days after
the subject fiscal year, as applicable, and shall cause quarterly and annual
operating statements and rent rolls to be prepared and delivered to it with
respect to each REO Property within 45 days after each fiscal quarter or 60 days
after each fiscal year, as applicable. The Special Servicer shall (to the extent
not delivered pursuant to the preceding paragraph) deliver copies of all of the
foregoing items so collected to the Master Servicer, the Series 2008-C1
Directing Certificateholder and any Requesting Certificateholder (at the expense
of such requesting Holder), and upon request, the Trustee and the Depositor, (x)
in the case of quarterly operating statements and rent rolls, within the later
of (A) 45 days after such quarter and (B) 20 days following receipt by the
Special Servicer of such operating statements and rent rolls, and (y) in the
case of annual operating statements and rent rolls, not later than the later of
(A) April 30 of each calendar year and (B) 20 days following receipt by the
Special Servicer of such operating statements and rent rolls.

            (h) The Master Servicer's responsibilities under this Section 3.12
with respect to REO Properties and Specially Serviced Trust Mortgage Loans shall
be subject to the satisfaction of the Special Servicer's obligations under this
Section 3.12 and Section 3.21. The information that pertains to Specially
Serviced Trust Mortgage Loans and REO Properties reflected in the reports
referred to in this Section 3.12 shall be based solely upon the data delivered
by the Special Servicer to such Master Servicer. For the purposes of the
production by the Master Servicer or the Special Servicer of any reports,
documents or information required under this Section 3.12 or under any other
provision of this Agreement, such Master Servicer or the Special Servicer, as
the case may be, may conclusively rely (absent manifest error and without
investigation, inquiry, independent verification or any duty or obligation to
recompute, verify or recalculate any of the amounts and other information
contained in any such reports, documents or information) on any such reports,
documents or information provided to it by the Depositor, by the related
Mortgage Loan Seller, by the related Borrower or (x) in the case of any such
reports, documents or information produced by the Master Servicer, by the
Special Servicer (if other than such Master Servicer or an Affiliate thereof)
and (y) in the case of any such reports, documents and information produced by
the Special Servicer, by the Master Servicer (if other than the Special Servicer
or an Affiliate thereof). The Trustee shall be entitled to conclusively rely on
and shall not be responsible for the content or accuracy of any reports,
documents or information provided to it by the Master Servicer or the Special
Servicer pursuant to this Agreement, without any duty or obligation to
recompute, verify or recalculate any of the amounts and other information stated
therein.

            (i) If the Master Servicer or the Special Servicer is required to
deliver any statement, report or information under any provision of this
Agreement such Master Servicer or the Special Servicer, as the case may be, may
satisfy such obligation by (x) physically delivering a paper copy of such
statement, report or information, (y) delivering such statement, report or
information in a commonly used electronic format or (z) making such statement,
report or information available on such Master Servicer's or the Special
Servicer's, as applicable, Website, unless this Agreement expressly specifies a
particular method of delivery or such statement, report or information must be
filed with the Commission as contemplated by Section 12.06, 12.07 or 12.09;
provided, that all reports required to be delivered to the Trustee shall be
delivered in accordance with clause (x) or (y). Notwithstanding the foregoing,
the Master Servicer, the Special Servicer and the Trustee, as applicable, shall
prepare and deliver to the Series 2008-C1 Directing Certificateholder
electronically the reports described on Exhibit I in the forms and formats and
within the time frames set forth therein.

            (j) The Master Servicer shall, with the reasonable cooperation of
the other parties hereto, deliver to each B Loan Holder all documents,
statements, reports and information with respect to the related B Loan and/or
the related Mortgaged Property as may be required under the related
Intercreditor Agreement.

            (k) Without limiting Section 3.12(i), the Master Servicer may, but
is not required to, make any of the reports or files it delivers pursuant to
Section 3.12 available each month on such Master Servicer's Website only with
the use of a password, in which case such Master Servicer shall provide such
password to (i) the other parties to this Agreement, who by their acceptance of
such password shall be deemed to have agreed not to disclose such password to
any other Person, (ii) the Rating Agencies, and (iii) each Certificateholder and
Certificate Owner who requests such password, provided that any such
Certificateholder or Certificate Owner, as the case may be, has delivered a
certification substantially in the form of Exhibit R-1 to the Trustee (with a
copy to the Master Servicer). In connection with providing access to the Master
Servicer's Website, such Master Servicer may require registration and the
acceptance of a disclaimer and otherwise (subject to the preceding sentence)
adopt reasonable rules and procedures, which may include, to the extent such
Master Servicer deems necessary or appropriate, conditioning access on execution
of an agreement governing the availability, use and disclosure of such
information, and which may provide indemnification to such Master Servicer for
any liability or damage that may arise therefrom.

                  Section 3.13 Reserved

                  Section 3.14 Reserved

                  Section 3.15 Access to Certain Information

            (a) The Master Servicer and the Special Servicer shall provide
reasonable access during its normal business hours at each of its principal
servicing offices to any Certificateholder, Certificate Owner or holder of a
security backed by a B Loan that is, or is affiliated with, a federally insured
financial institution, the Trustee, the Depositor, each Rating Agency, to the
Master Servicer or the Special Servicer, as applicable, and to the OTS, the
FDIC, the Federal Reserve Board and the supervisory agents and examiners of such
boards and such corporations, and any other federal or state banking or
insurance regulatory authority that may exercise authority over any
Certificateholder, Certificate Owner or holder of a security backed by a B Loan,
access to any documentation regarding the Mortgage Loans, the servicing thereof
and the Trust Fund (or, in the case of a holder of a security backed by a B
Loan, regarding such B Loan) within its control which may be required by this
Agreement or by applicable law, except to the extent it is prohibited from doing
so by applicable law, the terms of the Mortgage Loan Documents or contract
entered into prior to the Closing Date or to the extent such information is
subject to a privilege under applicable law to be asserted on behalf of the
Certificateholders.

            Such access shall be afforded without charge (except that the Master
Servicer and the Special Servicer may charge a reasonable fee for copies and
out-of-pocket costs to parties other than the Rating Agencies) but only upon
reasonable prior written request and during normal business hours at the offices
of the Master Servicer or the Special Servicer, as the case may be, designated
by it. Each of the Master Servicer and the Special Servicer may satisfy any
obligation or request to provide information or copies of any reports or
documents described in this Section 3.15 by (x) physically delivering a paper
copy of such information, reports or documents, (y) delivering such information,
reports or documents in a commonly used electronic format or (z) making such
information, reports or documents available on its respective Website; provided,
that all reports required to be delivered to the Trustee shall be delivered in
accordance with clause (x) or (y).

            Nothing in this Section 3.15 shall detract from the obligation of
the Master Servicer and the Special Servicer to observe any applicable law or
agreement prohibiting disclosure of information with respect to the Borrowers,
and the failure of the Master Servicer or the Special Servicer to provide access
as provided in this Section 3.15 as a result of such obligation shall not
constitute a breach of this Section 3.15. Nothing herein shall be deemed to
require the Master Servicer or the Special Servicer to confirm, represent or
warrant the accuracy or completeness of any other Person's information or
report, including any communication from such Master Servicer, the Special
Servicer, a Borrower or any other Person. Notwithstanding the above, the Master
Servicer and the Special Servicer shall not have any liability to the Depositor,
the Trustee, any Certificateholder, any Certificate Owner, any Initial
Purchaser, any Underwriter, any Rating Agency or any other Person to whom it
delivers or provides access to (or refuses to deliver or to provide access to)
information pursuant to and in accordance with this Section 3.15 or any other
provision of this Agreement for federal, state or other applicable securities
law violations relating to the disclosure of such information, unless such
Master Servicer or the Special Servicer, as the case may be, acted with
negligence, bad faith or willful misfeasance. Each of the Master Servicer and
the Special Servicer may each deny any of the foregoing Persons access to
confidential information or any intellectual property which the Master Servicer
or the Special Servicer is restricted by license or contract from disclosing.
Notwithstanding the foregoing, the Master Servicer and the Special Servicer
shall maintain separate from such confidential information and intellectual
property, all documentation regarding the Mortgage Loans and REO Properties that
is not confidential.

            (b) The Master Servicer and the Special Servicer may, in accordance
with such reasonable rules and procedures as it may adopt, also make available
through its Website or otherwise, any additional information relating to the
Trust Mortgage Loans, the Mortgaged Properties or the Borrowers, for review by
the Depositor, the Rating Agencies and any other Persons to whom such Master
Servicer or the Special Servicer believes such disclosure is appropriate, in
each case except to the extent doing so is prohibited by applicable law or by
the related Trust Mortgage Loan.

            (c) The Master Servicer and the Special Servicer shall make the
following items available at their respective offices during normal business
hours, for review by the Depositor, the Trustee, any B Loan Holder (or its
designee), the Rating Agencies, any Certificateholder, any Certificate Owner,
any prospective transferee of a Certificate or an interest therein (or any
licensed or registered investment adviser acting on its behalf) and any other
Persons to whom such Master Servicer or the Special Servicer, as applicable,
believes such disclosure to be appropriate, or shall send such items to any
requesting party (at the expense of such requesting party, except in the case of
the Series 2008-C1 Directing Certificateholder (so long as the requests are not
excessive or duplicative) or any B Loan Holder (or its designee) (in each case,
so long as the requests are not excessive or duplicative), the Trustee and the
Rating Agencies, and except as otherwise provided in the last sentence of this
paragraph): (i) all financial statements, occupancy information, rent rolls,
retail sales information, average daily room rates and similar information
received from the respective Borrowers or otherwise obtained by such Master
Servicer or the Special Servicer, as applicable, (ii) the inspection reports
prepared by or on behalf of such Master Servicer or the Special Servicer, as
applicable, with respect to the respective Mortgaged Properties in connection
with the property inspections pursuant to Section 3.19, (iii) any appraisals
and/or internal valuations prepared by or on behalf of such Master Servicer or
the Special Servicer, as applicable, with respect to the respective Mortgaged
Properties in accordance with this Agreement, (iv) any and all modifications,
waivers and amendments of the terms of a Trust Mortgage Loan entered into by
such Master Servicer or the Special Servicer, as applicable, and (v) any and all
officer's certificates and other evidence delivered to the Trustee and the
Depositor to support such Master Servicer's determination that any Advance was,
or if made would be, a Nonrecoverable Advance. Except as otherwise specifically
provided herein, copies of all such information shall be delivered by such
Master Servicer or the Special Servicer, as applicable, upon request, not more
frequently than quarterly to the Series 2008-C1 Directing Certificateholder at
the address specified by the Series 2008-C1 Directing Certificateholder.

            (d) With respect to any information furnished by the Master Servicer
or the Special Servicer pursuant to the foregoing provisions of this Section
3.15, the Master Servicer or the Special Servicer, as the case may be, shall be
entitled to (i) indicate the source of such information and affix thereto any
disclaimer it deems appropriate in its discretion and/or (ii) require that the
recipient of such information acknowledge that such Master Servicer or the
Special Servicer may contemporaneously provide such information to the
Depositor, the Trustee, any Initial Purchaser, any Underwriter, any Rating
Agency and/or Certificateholders or Certificate Owners. In addition, to the
extent access to such information is provided via the Master Servicer's or the
Special Servicer's Website, the Master Servicer and the Special Servicer may
require registration and the acceptance of a reasonable and customary disclaimer
and/or an agreement as to the confidential nature of such information. Without
limiting the foregoing, in connection with providing access to or copies of the
items described above in this Section 3.15 to Certificateholders, Certificate
Owners, the Series 2008-C1 Directing Certificateholder, prospective purchasers
of Certificates or interests therein, a licensed or registered investment
advisor acting on behalf of any of the foregoing, such Master Servicer or the
Special Servicer, as the case may be, shall require: (i) in the case of
Certificateholders, Certificate Owners and the Series 2008-C1 Directing
Certificateholder (or licensed or registered investment advisors acting on their
behalf), a confirmation executed by the requesting Person (and its investment
advisor, if applicable) substantially in the form of Exhibit R-1 hereto (or such
other form as may be reasonably acceptable to such Master Servicer or the
Special Servicer, as applicable, and which may provide indemnification to such
Master Servicer or Special Servicer, as applicable), generally to the effect
that such Person is a registered or beneficial holder of Certificates or an
investment advisor representing such Person and is requesting the information
solely for use in evaluating such Person's investment in the Certificates and
will otherwise keep such information confidential; and (ii) in the case of a
prospective purchaser or a licensed or registered investment advisor
representing such Person, confirmation executed by the requesting Person (and
its investment advisor, if applicable) substantially in the form of Exhibit R-2
hereto (or such other form as may be reasonably acceptable to such Master
Servicer or the Special Servicer, as applicable, and which may provide
indemnification to such Master Servicer or the Special Servicer, as applicable),
generally to the effect that such Person is a prospective purchaser of a
Certificate or an interest therein or a licensed or registered investment
advisor representing such Person, and is requesting the information solely for
use in evaluating a possible investment in Certificates and will otherwise keep
such information confidential. Neither the Master Servicer nor the Special
Servicer shall be liable for the dissemination of information in accordance with
this Agreement.

            (e) Any transmittal of information by the Master Servicer or the
Special Servicer to any Person other than the Trustee, the Rating Agencies or
the Depositor may be accompanied by a letter from the Master Servicer or the
Special Servicer containing the following provision:

            "By receiving the information set forth herein, you hereby
            acknowledge and agree that the United States securities laws
            restrict any person who possesses material, non-public information
            regarding the Trust which issued Credit Suisse First Boston Mortgage
            Securities Corp., Commercial Mortgage Pass-Through Certificates,
            Series 2008-C1 from purchasing or selling such Certificates in
            circumstances where the other party to the transaction is not also
            in possession of such information. You also acknowledge and agree
            that such information is being provided to you for the purposes of,
            and such information may be used only in connection with, evaluation
            by you or another Certificateholder, Certificate Owner or
            prospective purchaser (or licensed or registered investment advisor
            acting on their behalf) of such Certificates or beneficial interest
            therein."

            (f) Notwithstanding anything in this Agreement to the contrary, the
Master Servicer and the Special Servicer may withhold any information not yet
included in a Current Report on Form 8-K filed with the Commission or otherwise
made publicly available with respect to which the Trustee, the Special Servicer
or such Master Servicer has determined that such withholding is appropriate in
accordance with applicable law.

            (g) Except as otherwise required by this Agreement and except for
statements, reports and information to be filed with the Commission as
contemplated by Article XII, the Master Servicer and the Special Servicer each
may, in its discretion, make available by hard copy, electronic media, internet
website or bulletin board service certain information and may make available by
hard copy, electronic media, internet website or bulletin board service any
reports or information that such Master Servicer or the Special Servicer is
required by this Agreement to provide to any of the Rating Agencies, the
Trustee, the Depositor and anyone the Depositor reasonably designates.

                  Section 3.16 Title to REO Property; REO Account

            (a) If title to any REO Property (other than any REO Property
related to the 450 Lexington Avenue Loan) is acquired, the deed or certificate
of sale shall be issued to the Trustee or its nominee, on behalf of the
Certificateholders and, if such REO Property relates to a Mortgage Loan
Combination, on behalf of the related B Loan Holder. The Special Servicer, on
behalf of the Trust and, if such REO Property relates to a Mortgage Loan
Combination, on behalf of the related B Loan Holder, shall sell any REO Property
in accordance with Section 3.18 by the end of the third calendar year following
the year in which the Trust acquires ownership of such REO Property for purposes
of Section 860G(a)(8) of the Code, unless the Special Servicer either (i)
applies, more than 60 days prior to the expiration of such liquidation period,
for and is granted an extension of time (an "REO Extension") by the IRS to sell
such REO Property or (ii) obtains for the Trustee and the Master Servicer an
Opinion of Counsel (the cost of which shall be paid as a Servicing Advance),
addressed to the Trustee and the Master Servicer, to the effect that the holding
by the Trust of such REO Property subsequent to the end of the third calendar
year following the year in which such acquisition occurred will not result in an
Adverse REMIC Event with respect to either REMIC Pool or an Adverse Grantor
Trust Event with respect to either Grantor Trust Pool. Regardless of whether the
Special Servicer applies for or is granted the REO Extension contemplated by
clause (i) of the immediately preceding sentence or obtains the Opinion of
Counsel referred to in clause (ii) of such sentence, but in any event within
such time frame, the Special Servicer shall act in accordance with the Servicing
Standard to liquidate the subject REO Property on a timely basis. The Special
Servicer shall cooperate with the 450 Lexington Avenue Special Servicer in
obtaining any REO Extension with respect to any REO Property related to the 450
Lexington Avenue Loan. If the Special Servicer is granted such REO Extension or
obtains such Opinion of Counsel with respect to any REO Property, the Special
Servicer shall (i) promptly forward a copy of such REO Extension or Opinion of
Counsel to the Trustee, and (ii) sell such REO Property within such extended
period as is permitted by such REO Extension or contemplated by such Opinion of
Counsel, as the case may be. Any expense incurred by the Special Servicer in
connection with its applying for and being granted the REO Extension
contemplated by clause (i) of the third preceding sentence or its obtaining the
Opinion of Counsel contemplated by clause (ii) above shall be an expense of the
Trust Fund (or, if applicable, the Trust Fund and any affected B Loan Holder)
payable out of the Collection Account pursuant to Section 3.05 (or, if
applicable, out of the related Mortgage Loan Combination Custodial Account
pursuant to Section 3.04) first from REO Revenues, and then from general
collections in the Collection Account (in which case such expense shall be
reimbursable to the Trust from Liquidation Proceeds received with respect to the
REO Mortgage Loan).

            (b) The Special Servicer shall segregate and hold all funds
collected and received by it in connection with any REO Property separate and
apart from its own funds and general assets. If title to any REO Property is
acquired by or on behalf of the Trust (or, if such REO Property relates to a
Mortgage Loan Combination, on behalf of the Trust Fund and the related B Loan
Holder), then the Special Servicer shall establish and maintain one or more
accounts (collectively, the "REO Account"), to be held on behalf of the Trustee
in trust for the benefit of the Certificateholders (and any affected B Loan
Holder), for the retention of revenues and other proceeds derived from such REO
Property. Each account that constitutes an REO Account shall be an Eligible
Account. The Special Servicer shall deposit, or cause to be deposited, in the
REO Account, within one (1) Business Day following receipt, all REO Revenues,
Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect
of an REO Property. Funds in the REO Account may be invested in Permitted
Investments in accordance with Section 3.06. The Special Servicer shall be
entitled to make withdrawals from the REO Account to pay itself, as additional
special servicing compensation, interest and investment income earned in respect
of amounts held in the REO Account as provided in Section 3.06(b) (but only to
the extent of the Net Investment Earnings, if any, with respect to the REO
Account for any Collection Period). The Special Servicer shall give notice to
the other parties hereto of the location of the REO Account when first
established and of the new location of the REO Account prior to any change
thereof.

            (c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
the REO Account relating to such REO Property. On the first Business Day
following each Determination Date, the Special Servicer shall withdraw from the
REO Account and deliver to the Master Servicer for deposit into the Collection
Account (or, if the subject REO Property relates to a Mortgage Loan Combination,
into the related Mortgage Loan Combination Custodial Account), or deliver to the
Master Servicer for deposit into the Collection Account (or, if the subject REO
Property relates to a Mortgage Loan Combination, into the related Mortgage Loan
Combination Custodial Account), the aggregate of all amounts received in respect
of each REO Property during the Collection Period ending on such Determination
Date that are then on deposit in the REO Account, net of any withdrawals made
out of such amounts pursuant to Section 3.16(b) and the preceding sentence;
provided that, in the case of each REO Property, the Special Servicer may retain
in the REO Account such portion of such proceeds and collections as may be
necessary to maintain a reserve of sufficient funds for the proper operation,
management, leasing, maintenance and disposition of such REO Property (including
the creation of a reasonable reserve for repairs, replacements, necessary
capital improvements and other related expenses), such reserve not to exceed an
amount sufficient to cover such items reasonably expected to be incurred during
the following 12-month period.

            (d) The Special Servicer shall keep and maintain separate records,
on a property-by-property basis, for the purpose of accounting for all deposits
to, and withdrawals from, the REO Account pursuant to Section 3.16(b) or
3.16(c).

                  Section 3.17 Management of REO Property

            (a) Prior to the acquisition of title to any Mortgaged Property
securing a defaulted Mortgage Loan, the Special Servicer shall review the
operation of such Mortgaged Property and determine the nature of the income that
would be derived from such property if it were acquired by the Trust. If the
Special Servicer determines from such review that:

            (i) None of the income from Directly Operating such Mortgaged
      Property would be subject to tax as "net income from foreclosure property"
      within the meaning of the REMIC Provisions or to the tax imposed on
      "prohibited transactions" under Section 860F of the Code (either such tax
      referred to herein as an "REO Tax"), then such Mortgaged Property may be
      Directly Operated by the Special Servicer as REO Property (other than
      performing construction work thereon or holding such REO Property for sale
      to customers in the ordinary course of a trade or business);

            (ii) Directly Operating such Mortgaged Property as an REO Property
      could result in income from such property that would be subject to an REO
      Tax, but that a lease of such property to another party to operate such
      property, or the performance of some services by an Independent Contractor
      with respect to such property, or another method of operating such
      property would not result in income subject to an REO Tax, then the
      Special Servicer may (provided that in the judgment of the Special
      Servicer, exercised in accordance with the Servicing Standard, it is
      commercially reasonable) so lease or otherwise operate such REO Property
      or, in accordance with the Servicing Standard, the Special Servicer
      determines the income or earnings with respect to such REO Property will
      offset any REO Tax and will maximize the net recovery from the REO
      Property to the Certificateholders then the Special Servicer may so
      operate the REO Property;

            (iii) It is reasonable to believe that Directly Operating such
      property as REO Property could result in income subject to an REO Tax and
      that no commercially reasonable means exists to operate such property as
      REO Property without the Trust incurring or possibly incurring an REO Tax
      on income from such property, then the Special Servicer shall deliver to
      the Trustee and to the Series 2008-C1 Directing Certificateholder, in
      writing, a proposed plan (the "Proposed Plan") to manage such property as
      REO Property. Such plan shall include potential sources of income and good
      faith estimates of the amount of income from each such source. Within a
      reasonable period of time after receipt of such plan, the Trustee shall
      consult with the Special Servicer and shall advise the Special Servicer of
      the Trust's federal income tax reporting position with respect to the
      various sources of income that the Trust would derive under the Proposed
      Plan. In addition, the Trustee shall (to the maximum extent reasonably
      possible) advise the Special Servicer of the estimated amount of taxes
      that the Trust would be required to pay with respect to each such source
      of income. After receiving the information described in the two preceding
      sentences from the Trustee, the Special Servicer shall either (A)
      implement the Proposed Plan (after acquiring the respective Mortgaged
      Property as REO Property) or (B) manage and operate such property in a
      manner that would not result in the imposition of an REO Tax on the income
      derived from such property.

            Subject to Section 3.17(b), the Special Servicer's decision as to
how each REO Property shall be managed and operated shall be in accordance with
the Servicing Standard. Neither the Special Servicer nor the Trustee shall be
liable to the Certificateholders, the Trust, the other parties hereto, any
affected B Loan Holder or each other for errors in judgment made in good faith
in the exercise of their discretion while performing their respective
responsibilities under this Section 3.17(a) with respect to any REO Property.
Nothing in this Section 3.17(a) is intended to prevent the sale of any REO
Property pursuant to the terms and subject to the conditions of Section 3.18.

            (b) If title to any REO Property (other than any REO Property
related to the 450 Lexington Avenue Loan) is acquired, the Special Servicer
shall manage, conserve, protect, operate and lease such REO Property for the
benefit of the Certificateholders (or, if such REO Property relates to a
Mortgage Loan Combination, for the benefit of the Certificateholders and the
related B Loan Holder) solely for the purpose of its prompt disposition and sale
in accordance with Section 3.18, in a manner that does not cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or, except as contemplated by Section 3.17(a),
result in the receipt by either REMIC Pool of any "income from non-permitted
assets" within the meaning of Section 860F(a)(2)(B) of the Code, in an Adverse
REMIC Event with respect to either REMIC Pool or in an Adverse Grantor Trust
Event with respect to either Grantor Trust Pool. Subject to the foregoing,
however, the Special Servicer shall have full power and authority to do any and
all things in connection with the administration of any REO Property as are
consistent with the Servicing Standard, and consistent therewith, shall withdraw
from the REO Account, to the extent of amounts on deposit therein with respect
to such REO Property, funds necessary for the proper operation, management,
leasing, maintenance and disposition of such REO Property, including:

            (i) all insurance premiums due and payable in respect of such REO
      Property;

            (ii) all real estate taxes and assessments in respect of such REO
      Property that may result in the imposition of a lien thereon;

            (iii) any ground rents in respect of such REO Property, if
      applicable; and

            (iv) all other costs and expenses necessary to maintain, lease,
      sell, protect, manage, operate and restore such REO Property.

To the extent that amounts on deposit in the REO Account with respect to any REO
Property are insufficient for the purposes contemplated by the preceding
sentence with respect to such REO Property, the Master Servicer shall, at the
direction of the Special Servicer in accordance with Section 3.03(c), make a
Servicing Advance of such amounts as are necessary for such purposes unless such
Master Servicer determines, in its reasonable judgment, that such advances
would, if made, be Nonrecoverable Servicing Advances (in accordance with and
subject to the third to the last paragraph of Section 3.03(c)); provided,
however, that the Master Servicer may in its sole discretion make any such
Servicing Advance without regard to recoverability if it is a necessary fee or
expense incurred in connection with the defense or prosecution of legal
proceedings.

            (c) Without limiting the generality of the foregoing, the Special
Servicer shall not:

            (i) permit the Trust Fund to enter into, renew or extend any New
      Lease with respect to any REO Property, if the New Lease by its terms will
      give rise to any income that does not constitute Rents from Real Property;

            (ii) permit any amount to be received or accrued under any New Lease
      other than amounts that will constitute Rents from Real Property;

            (iii) authorize or permit any construction on any REO Property,
      other than the repair or maintenance thereof or the completion of a
      building or other improvement thereon, and then only if more than 10% of
      the construction of such building or other improvement was completed
      before default on the related Mortgage Loan became imminent, all within
      the meaning of Section 856(e)(4)(B) of the Code; or

            (iv) except as provided for in Section 3.17(a)(i) and Section
      3.17(a)(ii), Directly Operate, or allow any other Person, other than an
      Independent Contractor, to Directly Operate, any REO Property on any date
      more than 90 days after its Acquisition Date;

unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be advanced by the Master Servicer as a
Servicing Advance unless non-recoverable) to the effect that such action will
not cause such REO Property to fail to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code at any time that it is held by the
Trust Fund, in which case the Special Servicer may take such actions as are
specified in such Opinion of Counsel. Except as limited above in this Section
3.17 and by Section 3.17(d), the Special Servicer shall be permitted to cause
the Trust Fund to earn "net income from foreclosure property," subject to the
Servicing Standard.

            (d) Except as permitted by Section 3.17(a), Special Servicer shall
contract with any Independent Contractor for the operation and management of any
REO Property; provided that:

            (i) the terms and conditions of any such contract may not be
      inconsistent herewith and shall reflect an agreement reached at arm's
      length;

            (ii) the fees of such Independent Contractor (which shall be
      expenses of the Trust and, in the case of an REO Property related to a
      Serviced Loan Combination, of the related B Loan Holder(s)) shall be
      reasonable and customary in light of the nature and locality of such REO
      Property;

            (iii) any such contract shall require, or shall be administered to
      require, that the Independent Contractor, in a timely manner, (A) pay all
      costs and expenses incurred in connection with the operation and
      management of such REO Property, including those listed in Section
      3.17(b), and (B) remit all related revenues collected (net of its fees and
      such costs and expenses) to the Special Servicer upon receipt;

            (iv) none of the provisions of this Section 3.17(d) relating to any
      such contract or to actions taken through any such Independent Contractor
      shall be deemed to relieve the Special Servicer of any of its duties and
      obligations hereunder with respect to the operation and management of any
      such REO Property; and

            (v) the Special Servicer shall be obligated with respect thereto to
      the same extent as if it alone were performing all duties and obligations
      in connection with the operation and management of such REO Property.

The Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. To the extent the costs of any contract with any
Independent Contractor for the operation and management of any REO Property are
greater that the revenues available from such property, such excess costs shall
be covered by, and be reimbursable to, the Master Servicer as a Servicing
Advance.

                  Section 3.18 Fair Value Purchase Option; Sale of REO
      Properties

            (a) Each of the Master Servicer, the Special Servicer or the Trustee
may sell or purchase, or permit the sale or purchase of, a Trust Mortgage Loan
or REO Property only on the terms and subject to the conditions set forth in
this Section 3.18 or as otherwise expressly provided in or contemplated by
Section 2.03(b), Section 9.01, the related Mortgage Loan Documents and/or any
related intercreditor, co-lender and/or similar agreement(s).

            (b) If any Trust Mortgage Loan becomes a Defaulted Trust Mortgage
Loan (or, with respect to the 450 Lexington Avenue Loan, if such Trust Mortgage
Loan becomes a "Defaulted Mortgage Loan" under the 450 Lexington Avenue
Servicing Agreement and the Master Servicer and the Special Servicer receive
notice of the same), then the Special Servicer shall promptly so notify in
writing the Trustee, the Master Servicer and the Series 2008-C1 Directing
Certificateholder, and with respect to any related B Loan of a Serviced Loan
Combination, any related B Loan Holder(s). The Series 2008-C1 Directing
Certificateholder and the Special Servicer, in that order of priority, may, at
its option, purchase any Defaulted Trust Mortgage Loan out of the Trust Fund at
a cash price equal to the applicable Purchase Price. The Series 2008-C1
Directing Certificateholder may, after receipt of the notice described in the
first sentence of this Section 3.18(b), assign its option under the preceding
sentence to any party (including, without limitation, in connection with an A
Loan, any related B Loan Holder), other than to a Person whose purchase of the
related Trust Mortgage Loan would violate the terms of any related Intercreditor
Agreement or Mezzanine Loan intercreditor agreement; provided that the Series
2008-C1 Directing Certificateholder, in connection therewith, shall deliver to
the Trustee and the Special Servicer a copy of the related written assignment
executed by the Series 2008-C1 Directing Certificateholder, provided, further,
that with respect to any A Loan, the option holder's rights under this Section
3.18(b) are subject to the rights of the holder of the related B Loan to
purchase such A Loan pursuant to the terms of a related Intercreditor Agreement
or by a Mezzanine Loan Holder pursuant to the related Mezzanine Loan
intercreditor agreement. The option with respect to an A Loan shall terminate
upon the purchase of such A Loan by the holder of the related B Loan pursuant to
the related Intercreditor Agreement or by a Mezzanine Loan Holder pursuant to
the related Mezzanine Loan intercreditor agreement. The applicable Purchase
Price for any Defaulted Trust Mortgage Loan purchased under this Section 3.18(b)
shall be deposited into the Collection Account, and the Trustee, upon receipt of
a written notice from the Master Servicer to the effect that such deposit has
been made, shall release or cause to be released to the Person effecting such
purchase (or to its designee) the related Mortgage File, and shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as shall be provided to it and are reasonably necessary to vest in the
Person effecting such purchase (or its designee) ownership of such Trust
Mortgage Loan. In connection with any such purchase, the Special Servicer shall
deliver the related Servicing File (other than with respect to the 450 Lexington
Avenue Loan) to the Person effecting such purchase (or to its designee).

            If not exercised sooner, such purchase option with respect to any
Defaulted Trust Mortgage Loan (other than the 450 Lexington Avenue Loan) will
automatically terminate upon (i) the related Borrower's (or, subject to the
related Intercreditor Agreement, any B Loan Holder's) cure of all defaults on
the Defaulted Trust Mortgage Loan, (ii) the acquisition on behalf of the Trust
of title to the related Mortgaged Property by foreclosure or deed in lieu of
foreclosure or (iii) the modification, waiver or pay-off (full or discounted) of
the Defaulted Trust Mortgage Loan in connection with a workout.

            The applicable Purchase Price for any Defaulted Trust Mortgage Loan
purchased under this Section 3.18(b) shall be (i) pending determination of the
Fair Value thereof pursuant to the succeeding sentence, the Purchase Price
calculated in accordance with the definition of "Purchase Price" hereunder, and
(ii) following determination of the Fair Value pursuant to the succeeding
sentence, the Fair Value; provided, however, that the Purchase Price for the 450
Lexington Avenue Loan will be calculated by the 450 Lexington Avenue Special
Servicer pursuant to and in accordance with the definitions of "Purchase Price"
and "Fair Value," as applicable, under the 450 Lexington Avenue Servicing
Agreement and will be provided by the 450 Lexington Avenue Special Servicer to
the Special Servicer. The Special Servicer shall promptly obtain an Appraisal
(unless it has an Appraisal that is less than 12 months old and has no actual
knowledge of, or notice of, any event which in the Special Servicer's judgment
would materially affect the validity of such Appraisal) with respect to any
Trust Mortgage Loan (other than the 450 Lexington Avenue Loan) that has become a
Defaulted Trust Mortgage Loan, and shall, within 60 days following the date on
which it receives such Appraisal, determine the fair value thereof in accordance
with the Servicing Standard (the "Fair Value"). In determining the Fair Value of
any Defaulted Trust Mortgage Loan (other than the 450 Lexington Avenue Loan) the
Special Servicer shall take into account, among other factors, the period and
amount of the delinquency on such Trust Mortgage Loan, the occupancy level and
physical condition of the related Mortgaged Property, the state of the local
economy in the area where the Mortgaged Property is located, the time and
expense associated with a purchaser's foreclosing on the related Mortgaged
Property, and the expected recoveries from such Defaulted Trust Mortgage Loan if
the Special Servicer were to pursue a workout or foreclosure strategy instead of
selling such Defaulted Trust Mortgage Loan pursuant to the subject purchase
option. In addition, the Special Servicer shall refer to all relevant
information contained in the Servicing File (other than with respect to the 450
Lexington Avenue Loan), including the most recent Appraisal obtained or
conducted with respect to the related Mortgaged Property (other than with
respect to the 450 Lexington Avenue Loan) and available objective third-party
information obtained from generally available sources, as well as information
obtained from vendors providing real estate services to the Special Servicer,
concerning the market for distressed real estate loans and the real estate
market for the subject property type in the area where the related Mortgaged
Property (other than in connection with the 450 Lexington Avenue Loan) is
located based on the Appraisal. The Special Servicer may, to the extent it is
consistent with the Servicing Standard, rely on any opinions or reports of
Independent third parties in making such determination. All reasonable costs and
expenses incurred by the Special Servicer pursuant to this Section 3.18(b) shall
be paid by and reimbursable to the Master Servicer as Servicing Advances. The
other parties to this Agreement shall cooperate with all reasonable requests for
information made by a Special Servicer in order to allow such Special Servicer
to perform its duties pursuant to this Section 3.18(b). The Special Servicer
must give prompt written notice of its Fair Value determination to the Trustee,
the Master Servicer and the Series 2008-C1 Directing Certificateholder.

            The Special Servicer shall be required to change from time to time
thereafter its determination of the Fair Value of a Defaulted Trust Mortgage
Loan (other than the 450 Lexington Avenue Loan) based upon changed
circumstances, new information or otherwise, in accordance with the Servicing
Standard. If the most recent Fair Value calculation was made more than 90 days
prior to the exercise date of a purchase option (under this Section 3.18(b) or
Section 3.18(c)), then the Special Servicer shall confirm or revise such Fair
Value determination, which Fair Value may be higher or lower.

            In the event that the Special Servicer, the Series 2008-C1 Directing
Certificateholder or any affiliate of the Special Servicer or the Series 2008-C1
Directing Certificateholder exercises the purchase option (under this Section
3.18(b) or Section 3.18(c)) with respect to any Defaulted Trust Mortgage Loan,
then the Master Servicer (or, if such Master Servicer is also the Special
Servicer or an affiliate of the Special Servicer, the Trustee) (or, in the case
of the 450 Lexington Avenue Loan, the 450 Lexington Avenue Master Servicer or
the 450 Lexington Avenue Trustee, as applicable, under the terms of the 450
Lexington Avenue Servicing Agreement) shall determine whether the Special
Servicer's (or, in the case of the 450 Lexington Avenue Loan, the 450 Lexington
Avenue Special Servicer's) determination of Fair Value for a Defaulted Trust
Mortgage Loan is no less than the amount that the Master Servicer or the Trustee
(or, in the case of the 450 Lexington Avenue Loan, the 450 Lexington Avenue
Master Servicer or the 450 Lexington Avenue Trustee), as applicable, considers
to be the Fair Value of such Defaulted Trust Mortgage Loan. In such event (other
than in the case of the 450 Lexington Avenue Loan), the Special Servicer shall
promptly deliver to the Master Servicer or the Trustee, as applicable, in
accordance with the foregoing sentence, the most recent related Appraisal then
in the Special Servicer's possession, together with such other third-party
reports and other information then in the Special Servicer's possession that is
relevant to the confirmation of the Special Servicer's determination of Fair
Value, including information regarding any change in circumstance regarding such
Defaulted Trust Mortgage Loan known to the Special Servicer that has occurred
subsequent to, and that would materially affect the value of the related
Mortgaged Property reflected in, the most recent related Appraisal.
Notwithstanding the foregoing, the Master Servicer or the Trustee, as the case
may be, may (at its option) designate an Independent Qualified Appraiser,
selected with reasonable care by such Master Servicer or the Trustee, as the
case may be, to confirm that the Special Servicer's determination of Fair Value
is consistent with or greater than what the Independent Qualified Appraiser
considers to be the Fair Value of such Defaulted Trust Mortgage Loan (other than
in the case of the 450 Lexington Avenue Loan). In that event, the Master
Servicer or Trustee, as applicable, will be entitled to rely upon such
Independent Qualified Appraiser's determination. The Master Servicer or Trustee,
as applicable, shall be entitled to a fee of $2,500 in connection with each such
Fair Value determination. The costs of all third party opinions of value and any
Appraisals and inspection reports incurred by the Master Servicer or Trustee, as
the case may be, as contemplated by this paragraph shall be advanced by such
Master Servicer or Trustee, as the case may be, and will constitute, and be
reimbursable as, a Servicing Advance.

            Unless and until the purchase option granted hereunder with respect
to a Defaulted Trust Mortgage Loan is exercised, the Special Servicer will be
required to pursue such other resolution strategies available hereunder,
including workout and foreclosure, consistent with the Servicing Standard, but
the Special Servicer will not be permitted to sell the Defaulted Trust Mortgage
Loan other than pursuant to the exercise of such purchase option or as otherwise
permitted under Section 3.18(a). For the avoidance of doubt, the Special
Servicer shall not have the obligation to pursue any resolution strategies on
the 450 Lexington Avenue Loan pending the exercise of the purchase option, other
than providing notices referred to in this Section 3.18.

            (c) If the Series 2008-C1 Directing Certificateholder or an assignee
thereof has not exercised its option to purchase any Defaulted Trust Mortgage
Loan as provided in Section 3.18(b) within 30 days of the Series 2008-C1
Directing Certificateholder's having received notice of the Fair Value
determination pursuant to Section 3.18(b) (such 30-day period, the "Original
Purchase Option Period"), then the Special Servicer or its assignee may, at its
option, exercise the option to purchase (or designate an Affiliate thereof to
purchase) such Trust Mortgage Loan out of the Trust Fund at a cash price equal
to the applicable Purchase Price within 30 days of the expiration of the
Original Purchase Option Period. Thereafter, each of the Series 2008-C1
Directing Certificateholder and the Special Servicer shall thereafter have the
option to purchase the Defaulted Mortgage Loan until such option otherwise
expires or is exercised. The cash price paid for any such Trust Mortgage Loan
purchased under this Section 3.18 shall be paid to the Master Servicer within 10
Business Days following the date notice is received that the option is exercised
and shall be deposited into the Collection Account, and the Trustee (or, in the
case of the 450 Lexington Avenue Loan, the 450 Lexington Avenue Trustee), upon
receipt of written notice from the Master Servicer to the effect that such
deposit has been made, shall release or cause to be released to the Special
Servicer (or the designated Affiliate thereof), as applicable, the related
Mortgage File, and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as shall be provided to it and are
reasonably necessary to vest in the Special Servicer (or the designated
Affiliate thereof), as applicable, the ownership of such Trust Mortgage Loan.
Nothing in this Section 3.18(c) shall be deemed to limit the ability of any B
Loan Holder to purchase the related A loan in accordance with the related
Intercreditor Agreement.

            (d) The Special Servicer may purchase any REO Property at the
Purchase Price thereof. The Special Servicer shall use reasonable efforts to
solicit bids for each REO Property in such manner as will be reasonably likely
to realize a fair price (determined pursuant to Section 3.18(e)) for such REO
Property as soon as reasonably possible and, in any event, within the time
period provided for by Section 3.16(a). Such solicitation shall be made in a
commercially reasonable manner. The Special Servicer shall accept the highest
cash bid received from any Person for such REO Property in an amount at least
equal to the Purchase Price therefor; provided, however, that in the absence of
any such bid, the Special Servicer shall accept the highest cash bid received
from any Person that is determined by the Special Servicer to be a fair price
for such REO Property. If the Special Servicer reasonably believes that it will
be unable to realize a fair price for any REO Property within the time
constraints imposed by Section 3.16(a), then the Special Servicer shall,
consistent with the Servicing Standard, dispose of such REO Property upon such
terms and conditions as the Special Servicer shall deem necessary and desirable
to maximize the recovery thereon under the circumstances and, in connection
therewith, shall accept the highest outstanding cash bid, regardless of from
whom received. If the Special Servicer determines with respect to any REO
Property that the offers being made with respect thereto are not in the best
interests of the Certificateholders and, if the subject REO Property relates to
a Mortgage Loan Combination, the related B Loan Holder, as a collective whole,
and that the end of the period referred to in Section 3.16(a) with respect to
such REO Property is approaching, the Special Servicer shall seek an extension
of such period in the manner described in Section 3.16(a); provided, however,
that the Special Servicer shall use its best efforts, consistent with the
Servicing Standard, to sell any REO Property prior to three years prior to the
Rated Final Distribution Date.

            The Special Servicer shall give the Trustee, the Master Servicer,
Directing Certificateholder and any affected B Loan Holder not less than three
Business Days' prior written notice of its intention to sell any REO Property.
No Interested Person shall be obligated to submit a bid to purchase any REO
Property, and notwithstanding anything to the contrary herein, neither the
Trustee, in its individual capacity, nor any of its Affiliates may bid for or
purchase any REO Property pursuant hereto.

            (e) Whether any cash bid constitutes a fair price for any REO
Property for purposes of Section 3.18(d), shall be determined by the Special
Servicer, if the highest bidder is a Person other than the Special Servicer or
an Affiliate thereof, and by the Master Servicer, if the highest bidder is the
Special Servicer or an Affiliate thereof. In determining whether any bid
received from the Special Servicer or an Affiliate thereof represents a fair
price for any REO Property, the Master Servicer shall obtain and may
conclusively rely on the opinion of an Appraiser retained at the expense of the
Trust Fund (and/or any affected B Loan Holder) by the Master Servicer. In
determining whether any bid constitutes a fair price for any REO Property, such
Appraiser shall be instructed to take into account, as applicable, among other
factors, the occupancy level and physical condition of the REO Property, the
state of the then current local economy and commercial real estate market where
the REO Property is located and the obligation to dispose of any REO Property
within a customary and commercially reasonable time frame for the sale of
comparable properties and, in any event, within the time period specified in
Section 3.16(a). The Purchase Price for any REO Property shall in all cases be
deemed a fair price.

            Subject to Sections 3.18(a) through 3.18(d), the Special Servicer
shall act on behalf of the Trustee and, in the case of any Serviced Loan
Combination, the related B Loan Holder(s), in negotiating and taking any other
action necessary or appropriate in connection with the sale of any Defaulted
Trust Mortgage Loan or REO Property, and the collection of all amounts payable
in connection therewith. Any sale of a Defaulted Trust Mortgage Loan or any REO
Property shall be final and without recourse to the Trustee, the Trust Fund or
any affected B Loan Holder, except, in the case of the Trust Fund, as shall be
customary in deeds of real property, and if such sale is consummated in
accordance with the terms of this Agreement, neither the Special Servicer nor
the Master Servicer shall have any liability to any Certificateholder and, with
respect to any Serviced Loan Combination, to any B Loan Holder, with respect to
the purchase price therefor accepted by the Special Servicer or the Master
Servicer.

            (f) Any sale of any Defaulted Trust Mortgage Loan or REO Property
shall be for cash only.

            (g) The parties hereto acknowledge the purchase option of each B
Loan Holder with respect to the related A Loan, if any, provided for in the
related Intercreditor Agreement. The purchase price paid by any B Loan Holder
for the related A Loan in accordance with such purchase option shall be
deposited into the Collection Account, and the Trustee, upon receipt of written
notice from the Master Servicer to the effect that such deposit has been made,
shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, as shall be provided to it and are reasonably necessary
to vest ownership of such Mortgage Loan in the related B Loan Holder.

            (h) If pursuant to any purchase option provided for in the related
intercreditor, co-lender or similar agreement, a Mezzanine Loan Holder purchases
any Trust Mortgage Loan, then the purchase price paid by such Mezzanine Loan
Holder for such Trust Mortgage Loan in accordance with such purchase option
shall be deposited into the Collection Account, and the Trustee, upon receipt of
written notice from the Master Servicer to the effect that such deposit has been
made, shall execute and deliver such instruments of transfer or assignment, in
each case without recourse, as shall be provided to it and are reasonably
necessary to vest ownership of such Trust Mortgage Loan in such Mezzanine Loan
Holder.

            (i) Notwithstanding anything herein to the contrary, the rights of
the Series 2008-C1 Directing Certificateholder and the Special Servicer or their
assignees or Affiliates to exercise the option under this Section 3.18 to
purchase the 450 Lexington Avenue Loan when it becomes a "Defaulted Mortgage
Loan" (as defined in the 450 Lexington Avenue Servicing Agreement) are subject
to and limited by Section 3.18 of the 450 Lexington Avenue Servicing Agreement
and the 450 Lexington Avenue Intercreditor Agreement and the rights and
obligations of the 450 Lexington Avenue Special Servicer under the 450 Lexington
Avenue Servicing Agreement and the 450 Lexington Avenue Intercreditor Agreement.
With respect to the 450 Lexington Avenue Loan and to the extent the Special
Servicer has notice that the 450 Lexington Avenue Loan is a "Defaulted Mortgage
Loan" under the 450 Lexington Avenue Servicing Agreement, the Special Servicer
shall provide notice of such event to the Master Servicer, the Trustee and the
Series 2008-C1 Directing Certificateholder. The Special Servicer (with the
consent of the Series 2008-C1 Directing Certificateholder) shall exercise the
rights of the Trust and the "Retained Noteholder", under the 450 Lexington
Avenue Intercreditor Agreement in connection with any 450 Lexington Avenue
Servicing Action to the extent it has received a Servicing Action Notice and any
and all reasonably requested information from the 450 Lexington Avenue Loan
Master Servicer or 450 Lexington Avenue Loan Special Servicer; as the case may
be. The Special Servicer shall have no liability for the action taken by the 450
Lexington Avenue Loan Master Servicer or 450 Lexington Avenue Loan Special
Servicer; as the case may be, under the 450 Lexington Avenue Servicing Agreement
or 450 Lexington Avenue Intercreditor Agreement.

            The purchase option with respect to the 450 Lexington Avenue Loan
shall terminate in accordance with, and upon the occurrence of the events set
forth under, the 450 Lexington Avenue Servicing Agreement and the 450 Lexington
Avenue Intercreditor Agreement including if the 450 Lexington Avenue Master
Servicer or 450 Lexington Avenue Special Servicer sells the 450 Lexington Avenue
Whole Loan pursuant to the purchase option under the 450 Lexington Avenue
Servicing Agreement. For the avoidance of doubt, upon the termination of the
purchase option under the 450 Lexington Servicing Agreement or the sale of the
450 Lexington Avenue Whole Loan under the 450 Lexington Avenue Servicing
Agreement, the Special Servicer and the Series 2008-C1 Directing
Certificateholder shall no longer have a purchase option hereunder with respect
to the 450 Lexington Avenue Loan.

                  Section 3.19 Additional Obligations of the Master Servicer and
      Special Servicer; Inspections; Appraisals

            (a) The Master Servicer at its own expense (or the Special Servicer
at the expense of the Trust Fund, with respect to each Specially Serviced Trust
Mortgage Loan and REO Property that it is required to service hereunder and each
Trust Mortgage Loan described in Section 3.19(c)) shall physically inspect or
cause to be physically inspected (which inspection may be conducted by an
independent third party contractor) in accordance with clauses (A)(1) and (2)
below, each Mortgaged Property with respect to each Trust Mortgage Loan at such
times and in such manner as are consistent with the Servicing Standard, but in
any event shall inspect each Mortgaged Property (A) (1) at least once every 12
months for Trust Mortgage Loans with Stated Principal Balances in excess of
$2,000,000 beginning in 2008 and (2) at least once every 24 months for Trust
Mortgage Loans with Stated Principal Balances of $2,000,000 or less, in each
case commencing in 2008 (or at such lesser frequency as each Rating Agency shall
have confirmed in writing to such Master Servicer, will not result in an Adverse
Rating Event with respect to any Class of Rated Certificates) and (B) if the
Trust Mortgage Loan becomes a Specially Serviced Trust Mortgage Loan, as soon as
practicable and thereafter at least once every 12 months for so long as such
condition exists. The Master Servicer or the Special Servicer, as applicable,
shall on a quarterly basis (but only in respect of subclauses (ii) and (iii)
below) send or make available on its Website each inspection report (i) to S&P
and/or Fitch, upon request, (ii) to the Series 2008-C1 Directing
Certificateholder, (iii) if the subject Mortgaged Property relates to a Mortgage
Loan Combination, to the related B Loan Holder and (iv) to the Trustee upon
request. At the request of any Certificateholder or Certificate Owner, the
Trustee shall request a copy of the relevant inspection report(s) and deliver
the same to such Certificateholder or Certificate Owner, as the case may be.

            (b) With respect to each Mortgage Loan that allows the mortgagee to
terminate, or cause the related Borrower to terminate, the related Manager upon
the occurrence of certain events specified in the related Mortgage Loan
Documents, the Master Servicer (in the case of any Performing Mortgage Loan) or
the Special Servicer (in the case of any Specially Serviced Mortgage Loan), as
applicable, may enforce the Trustee's rights with respect to the Manager under
the related Mortgage Loan Documents and Management Agreement; provided that, if
such right accrues under the related Mortgage Loan Documents or Management
Agreement only because of the occurrence of the related Anticipated Repayment
Date, if any, the Master Servicer (in the case of any Performing Mortgage Loan)
(with the approval of the Series 2008-C1 Directing Certificateholder, subject to
the limitations of the first proviso in the first paragraph of Section 3.21(e)
with respect to the taking of any Specially Designated Servicing Action and the
last paragraph of Section 3.21(e)) or the Special Servicer (in the case of any
Specially Serviced Mortgage Loan) may in its sole discretion, in accordance with
the Servicing Standard, waive such right with respect to such date. If the
Master Servicer or Special Servicer, as applicable, is entitled to terminate the
Manager, such Master Servicer or the Special Servicer shall promptly give notice
to the Series 2008-C1 Directing Certificateholder, and, with respect to
Significant Trust Mortgage Loans, to each Rating Agency and, with respect to any
Serviced Loan Combination, to the related B Loan Holder(s). In accordance with
the Servicing Standard and, with the consent of the Series 2008-C1 Directing
Certificateholder, subject to the limitations of the first proviso in the first
paragraph of Section 3.21(e) with respect to the taking of any Specially
Designated Servicing Action and the last paragraph of Section 3.21(e), the
Master Servicer (in the case of any Performing Mortgage Loan) or the Special
Servicer (in the case of any Specially Serviced Mortgage Loan), as applicable,
shall cause the Borrower to terminate the Manager, and to recommend a Successor
Manager (meeting the requirements set forth below) only if such Master Servicer
or the Special Servicer, as the case may be, determines in its reasonable
discretion that such termination is not likely to result in successful
litigation against the Trust Fund and any affected B Loan Holder by such Manager
or the related Borrower, or create a defense to the enforcement of remedies
under the subject Mortgage Loan. Notwithstanding the foregoing, in the case of
any Significant Trust Mortgage Loan, the Master Servicer or Special Servicer, as
applicable, shall effect such termination only if the Master Servicer or Special
Servicer, as the case may be, has received a written confirmation from each of
the Rating Agencies that the appointment of such Successor Manager would not
result in an Adverse Rating Event with respect to any Class of Rated
Certificates (the cost of which confirmation shall be at the expense of the
related Borrower if permitted by the related Mortgage Loan Documents, or
otherwise, at the expense of the Trust Fund).

            If a Manager is otherwise terminated or resigns under the related
Mortgage Loan Documents or Management Agreement and the related Borrower does
not appoint a Successor Manager, the Master Servicer or Special Servicer, as
applicable, shall use its best efforts to retain a Successor Manager (or the
recommended Successor Manager, if any) on terms substantially similar to the
Management Agreement or, failing that, on terms as favorable to the Trust Fund
as can reasonably be obtained by the Special Servicer. For the purposes of this
Section 3.19(b), a "Successor Manager" shall be a professional management
corporation or business entity reasonably acceptable to the Special Servicer
which (i) manages, and is experienced in managing, other comparable commercial
and/or multifamily properties, (ii) in the case of a Significant Trust Mortgage
Loan, will not result in an Adverse Rating Event with respect to any Class of
Rated Certificates, as confirmed in writing by each Rating Agency (if required
pursuant to the first sentence of this paragraph), and (iii) otherwise satisfies
any criteria set forth in the related Mortgage Loan Documents.

            For the purposes of obtaining the approval or consent of the Series
2008-C1 Directing Certificateholder pursuant to Section 3.19(b), the Master
Servicer or the Special Servicer, as applicable, shall provide the request for
such approval or consent, together with its analysis and recommendation, to the
Series 2008-C1 Directing Certificateholder. Any approval or consent of the
Series 2008-C1 Directing Certificateholder required to be obtained under this
Section 3.19(b) shall be deemed granted if not denied within 10 Business Days
after its receipt of a request therefor by the Master Servicer or the Special
Servicer, as applicable, and shall be subject to the limitations of the last
paragraph of Section 3.21(e).

            (c) The Special Servicer shall be required to obtain any Appraisal
or perform any internal valuation required in connection with an Appraisal
Reduction Event (the cost of which shall be advanced by the Master Servicer as a
Servicing Advance or, in the event such Servicing Advance would be a
Nonrecoverable Advance, an expense of the Trust Fund) within (i) 60 days after
the occurrence of an Appraisal Reduction Event or (ii) 120 days after the
occurrence of an event that is not yet an Appraisal Reduction Event (other than
item (i) of the definition of Appraisal Reduction Event) but that the Special
Servicer determines would, with the passage of time, become an Appraisal
Reduction Event. Upon receipt, the Special Servicer shall send a copy of such
Appraisal or internal valuation to the Trustee, the Master Servicer, any
affected B Loan Holder, the Series 2008-C1 Directing Certificateholder and any
Requesting Subordinate Certificateholder (at the expense of such Requesting
Subordinate Certificateholder). If neither a required Appraisal is received, nor
an internal valuation is completed, by such date, the Appraisal Reduction Amount
for such Trust Mortgage Loan shall be conclusively established to be 25% of the
Stated Principal Balance of such Trust Mortgage Loan as of the date of the
related Appraisal Reduction Event; provided that the obligation of the Special
Servicer to obtain such Appraisal or complete such internal valuation shall
continue until such Appraisal is obtained or such internal valuation is
completed. On the first Determination Date occurring on or after the delivery of
such Appraisal or the completion of such internal valuation, and on each
anniversary thereafter, the Special Servicer shall calculate and report to the
Master Servicer and the Trustee, the Appraisal Reduction Amount taking into
account such Appraisal or internal valuation. The Master Servicer shall
conclusively rely on any report by the Special Servicer of an initial or
redetermined Appraisal Reduction Amount. Notwithstanding the foregoing, the
Special Servicer will not be required to obtain an Appraisal or perform an
internal valuation, as the case may be, under this Section 3.19(c) with respect
to a Trust Mortgage Loan which is the subject of an Appraisal Reduction Event if
the Special Servicer has obtained an Appraisal with respect to the related
Mortgaged Property within the 12-month period immediately prior to the
occurrence of such Appraisal Reduction Event, unless the Special Servicer, in
the exercise of its reasonable judgment, has reason to believe there has been a
material adverse change in the value of the related Mortgaged Property. Instead,
the Special Servicer may use such prior Appraisal in calculating any Appraisal
Reduction Amount with respect to such Trust Mortgage Loan.

            (d) With respect to each Mortgage Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan has become a Corrected
Mortgage Loan and has remained current for 12 consecutive Monthly Payments for
such purposes, taking into account any amendment or modification of such
Mortgage Loan, and no other Servicing Transfer Event or Appraisal Reduction
Event has occurred and is continuing with respect thereto), the Special Servicer
shall, within 30 days of each annual anniversary of such Appraisal Reduction
Event, order an Appraisal (which may be an update of a prior Appraisal), or with
respect to any Mortgage Loan with an outstanding principal balance less than
$2,000,000, either perform an internal valuation (unless otherwise required
under applicable law or by the Series 2008-C1 Directing Certificateholder) or
obtain an Appraisal (which may be an update of a prior Appraisal) (the cost of
which Appraisal or update shall be advanced by the Master Servicer and
reimbursed to the Master Servicer as a Servicing Advance). Upon receipt, the
Special Servicer shall send a copy of such Appraisal to the Trustee, the Master
Servicer, each affected B Loan Holder (if any), the Series 2008-C1 Directing
Certificateholder and any Requesting Subordinate Certificateholder (at the
expense of such Requesting Subordinate Certificateholder). On the first
Determination Date occurring on or after the delivery of such Appraisal or the
completion of such internal valuation, the Special Servicer shall calculate and
report to the Master Servicer and the Trustee, the Appraisal Reduction Amount
taking into account such Appraisal or internal valuation. Such Appraisal or
internal valuation or calculation of the Appraisal Reduction described in the
preceding sentence, as the case may be, shall be used by the Master Servicer to
determine the amount of the Appraisal Reduction Amount with respect to the
subject Mortgage Loan for each Distribution Date until the next Appraisal is
required pursuant to this Section 3.19(d), and such redetermined Appraisal
Reduction Amount shall replace the prior Appraisal Reduction Amount with respect
to such Mortgage Loan.

            (e) (i) The Master Servicer shall maintain and hold the Cash Reserve
Fund in the Cash Reserve Fund Account and shall make draws from such Cash
Reserve Fund Account, if a Realized Loss (calculated without regard to a draw
from the Cash Reserve Fund Account) occurs on the Business Day following the
calculation of such Realized Loss, in an amount equal to the lesser of the
drawable balance of the Cash Reserve Fund Account and the amount of the Realized
Loss (calculated without regard to a draw from the Cash Reserve Fund Account)
that would otherwise occur. The Cash Reserve Fund Account shall be an Eligible
Account, and funds on deposit therein shall be held separate and apart from, and
shall not be commingled with, any other moneys, including without limitation,
other moneys held by the Master Servicer pursuant to this Agreement. The Series
2008-C1 Directing Certificateholder shall be permitted to direct the Master
Servicer to invest the funds on deposit in the Cash Reserve Fund Account in
Permitted Investments and all investment income (or loss) shall itself become a
part of the Cash Reserve Fund Account. No party hereto shall be entitled to
distributions of investment income on the Cash Reserve Fund. In the absence of
any written investment direction by the Series 2008-C1 Directing
Certificateholder, all funds in the Cash Reserve Fund shall remain uninvested.
The Master Servicer shall have no liability for losses on investments in
Permitted Investments made pursuant to this Section 3.19(e) (other than as
obligor on any such investments).

            The Master Servicer shall promptly deposit in its Collection Account
any amounts drawn from the Cash Reserve Fund in accordance with the prior
paragraph.

            Upon termination of the Trust Fund, any funds or other assets
remaining in the Cash Reserve Fund shall be distributed to Column. The Trustee
and the Master Servicer shall account for the Cash Reserve Fund as an "outside
reserve fund" within the meaning of Treasury Regulations Section 1.860G-2(h) and
not an asset of any REMIC Pool or Grantor Trust Pool. Furthermore, for all
federal tax purposes, the Trustee and the Master Servicer shall (i) treat
amounts paid out of the Cash Reserve Fund to the Certificateholders as
distributions by the REMIC Pools for all federal tax purposes and (ii) treat any
amounts reimbursed by a REMIC Pool to the Cash Reserve Fund as amounts
distributed by such REMIC Pool to the beneficial owner of the Cash Reserve Fund.
Column will be the sole beneficial owner of the Cash Reserve Fund for all income
and franchise tax purposes and shall be taxable on all income or gain with
respect thereto.

                  Section 3.20 Modifications, Waivers, Amendments and Consents

            (a) Subject to the provisions of this Section 3.20 and Section 3.21
(and, in the case of any Mortgage Loan Combination, subject to the terms of the
related Intercreditor Agreement), the Master Servicer and the Special Servicer
may, on behalf of the Trustee, agree to any modification, waiver or amendment of
any term of any Mortgage Loan without the consent of the Trustee or any
Certificateholder.

            (i) For any Performing Mortgage Loan, and subject to the rights of
      the Special Servicer set forth below, the Master Servicer shall be
      responsible subject to the other requirements of this Agreement with
      respect thereto, for any request by a Borrower for the consent of the
      mortgagee or a modification, waiver or amendment of any term thereof;
      provided that such consent or modification, waiver or amendment would not
      (except as provided in Section 3.02) affect the amount or timing of any
      scheduled payments of principal, interest or other amounts payable under
      such Mortgage Loan, affect the obligation of the related Borrower to pay a
      Yield Maintenance Charge or permit a Principal Prepayment by the Borrower
      during a prepayment lockout period, result in the release of the related
      Borrower from any material term thereunder, waive any material rights
      thereunder with respect to any guarantor thereof, relate to the release or
      substitution of any material collateral for such Mortgage Loan or, in the
      reasonable judgment of the Master Servicer, materially impair the security
      for such Mortgage Loan or reduce the likelihood of timely payments of
      amounts due thereon; and provided, further, that this Section 3.20(a)(i)
      does not apply to waivers contemplated by Section 3.07 or 3.08. Without
      limiting the foregoing, the Master Servicer shall be responsible for the
      following actions (which actions shall not require notice to or approval
      from the Special Servicer, the Series 2008-C1 Directing Certificateholder
      or any Rating Agency):

                  (A) approving annual budgets for the related Mortgaged
            Property;

                  (B) waivers of Default Interest and late payment charges, to
            the extent allowed under Section 3.02;

                  (C) with respect to a Mortgage Loan (I) with an unpaid
            principal balance of greater than $3,000,000, approval of routine
            leasing activities that affect less than the lesser of 30,000 square
            feet or 30% of the net rentable area of the related Mortgaged
            Property, or (II) with an unpaid principal balance of $3,000,000 or
            less, approval of any routine leasing activity; and

                  (D) temporary waivers of any requirements in the related
            Mortgage Loan Documents with respect to (w) insurance deductible
            amounts, (x) claims-paying ability ratings of insurance providers,
            (y) replacement cost insurance with respect to the Mortgaged
            Property and (z) co-insurance clauses or related agreed-amount
            endorsements;

                  (E) waiving any provision of a Mortgage Loan requiring the
            receipt of a rating confirmation if such Mortgage Loan is not a
            Significant Trust Mortgage Loan and the related provision of such
            Mortgage Loan does not relate to a "due-on-sale" or
            "due-on-encumbrance" clause or defeasance (which shall be subject to
            the terms of Section 3.08 hereof);

                  (F) subject to other restrictions herein regarding Principal
            Prepayments, waiving any provision of a Mortgage Loan requiring a
            specified number of days' notice prior to a Principal Prepayment;

                  (G) releases of non-material and non-income producing parcels
            of a Mortgaged Property and (subject to Section 3.08(f)) releases of
            Mortgaged Property in connection with a defeasance;

                  (H) disbursements of any earnout or holdback amounts with
            respect to any Performing Mortgage Loan not set forth on Exhibit S
            hereto;

                  (I) grants of easements, rights of way or similar agreements
            (and related consents to the subordination of the Mortgage Loan
            thereto) that do not materially affect the use or value of a
            Mortgaged Property or the related Borrower's ability to make any
            payment with respect to the related Mortgage Loan;

                  (J) grants of waivers of non-material covenant defaults (other
            than financial covenants) including late financial statements; and

                  (K) consents to a change in property management relating to
            any Mortgage Loan with outstanding Principal Balance of $10,000,000
            or less.

If in the reasonable judgment of the Master Servicer any request by a Borrower
for consent of the mortgagee or any modification, waiver or amendment is not
included within the scope of the consents listed in clauses (A)-(K) above or
Section 3.08(e), the Master Servicer shall process the Borrower's request and
submit such request, together with its analysis and recommendation, for approval
by the Special Servicer which approval shall be deemed given if not denied
within 10 Business Days of the Special Servicer's receipt of such Master
Servicer's request, recommendation and analysis and any additional information
that the Special Servicer (or, to the extent that the Series 2008-C1 Directing
Certificateholder's consent (or, with respect to any Mortgage Loan Combination,
the consent of the related controlling holder, if any, specified in the related
Intercreditor Agreement if not the same party as the Series 2008-C1 Directing
Certificateholder) is required pursuant to this Agreement or any related
Intercreditor Agreement, the Series 2008-C1 Directing Certificateholder (or such
related controlling holder, as the case may be), through the Special Servicer)
may reasonably request in connection with such request.

            (ii) In addition to certain actions related to Performing Mortgage
      Loans, the Special Servicer shall be responsible for any request by a
      Borrower for the consent of the mortgagee and any modification, waiver or
      amendment of any term of any Mortgage Loan if such consent, request,
      modification, waiver or amendment relates to a Specially Serviced Mortgage
      Loan.

            (b) All modifications, waivers or amendments of any Mortgage Loan
shall be (i) in writing and (ii) effected in accordance with the Servicing
Standard.

            (c) Neither the Master Servicer nor, except as provided in Section
3.20(d), the Special Servicer, on behalf of the Trustee, shall agree or consent
to (or consent to a Primary Servicer performing), any modification, waiver or
amendment of any term of any Performing Mortgage Loan if such modification,
waiver or amendment would:

            (i) except for the waiver of Penalty Charges in accordance with
      Section 3.02(a), affect the amount or timing of any related payment of
      principal, interest or other amount (including Yield Maintenance Charges)
      payable thereunder;

            (ii) affect the obligation of the related Borrower to pay a Yield
      Maintenance Charge or Static Prepayment Premium or permit a Principal
      Prepayment during any period in which the related Note prohibits Principal
      Prepayments;

            (iii) except as expressly contemplated by the related Mortgage or in
      connection with a defeasance or condemnation or pursuant to Section
      3.09(e), result in a release of the lien of the Mortgage on any material
      portion of the related Mortgaged Property without a corresponding
      Principal Prepayment in an amount not less than the fair market value (as
      determined by an appraisal by an Appraiser delivered at the expense of the
      related Borrower and upon which the Master Servicer and the Special
      Servicer, as applicable, may conclusively rely) of the property to be
      released; or

            (iv) in the judgment of the Master Servicer or the Special Servicer,
      as applicable, otherwise materially impair the security for such Mortgage
      Loan or reduce the likelihood of timely payment of amounts due thereon;

unless either (x) the subject Trust Mortgage Loan is in default or default is
reasonably foreseeable or (y) the Special Servicer has determined (and may rely
on an opinion of counsel in making the determination) that the modification,
waiver or amendment will not be a "significant modification" of the subject
Trust Mortgage Loan within the meaning of Treasury Regulations Section
1.860G-2(b). Nothing contained in this Section 3.20(c) shall modify the scope of
the modifications, amendments, waivers and consents for Mortgage Loans for which
the Master Servicer and the Special Servicer, as applicable, are responsible
under Sections 3.20(a)(i) and (a)(ii).

            (d) Notwithstanding Sections 3.20(a)(ii) and 3.20(c), but subject to
Sections 3.20(e) and 3.20(f), the Special Servicer may (i) reduce the amounts
owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued
interest and/or any Yield Maintenance Charge or Static Prepayment Premium, (ii)
reduce the amount of the Monthly Payment on any Specially Serviced Mortgage
Loan, including by way of a reduction in the related Mortgage Rate, (iii)
forbear in the enforcement of any right granted under any Note or Mortgage
relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity of any
Specially Serviced Mortgage Loan, (v) waive Excess Interest if such waiver
conforms to the Servicing Standard, (vi) permit the release or substitution of
collateral for a Specially Serviced Mortgage Loan and/or (vii) waive a Yield
Maintenance Charge or Static Prepayment Premium or accept a Principal Prepayment
during any lockout period; provided that (A) the related Borrower is in default
with respect to the Specially Serviced Mortgage Loan or, in the judgment of the
Special Servicer, such default is reasonably foreseeable and (B) in the sole
good faith judgment of the Special Servicer and in accordance with the Servicing
Standard, such modification would result in recovery that equals or exceeds
recovery for liquidation on the subject Mortgage Loan to Certificateholders (or,
in the case of a Mortgage Loan Combination, Certificateholders and the related B
Loan Holder), as a collective whole, on a present value basis (the relevant
discounting of amounts that will be distributable to Certificateholders or a B
Loan Holder to be performed at a rate not less than the related Mortgage Rate).

            (e) Neither the Master Servicer nor the Special Servicer shall
consent to, make or permit any modification, waiver or amendment of any term of
any Mortgage Loan that would cause an Adverse REMIC Event with respect to either
REMIC Pool, an Adverse Grantor Trust Event with respect to either Grantor Trust
Pool or any event similar to the foregoing with respect to either a REMIC or a
grantor trust that includes a B Loan.

            (f) In no event shall the Special Servicer take (or consent to the
Master Servicer taking) any of the following actions: (i) extending the Maturity
Date of a Mortgage Loan beyond a date that is three years prior to the Rated
Final Distribution Date; (ii) extending the Maturity Date of any Mortgage Loan
at an interest rate less than the lower of (A) the interest rate in effect prior
to such extension or (B) the then prevailing interest rate for comparable loans,
as determined by the Special Servicer by reference to available indices for
commercial mortgage lending; (iii) if the Mortgage Loan is secured by a Ground
Lease, extending the Maturity Date of such Mortgage Loan beyond a date which is
10 years prior to the expiration of the term of such Ground Lease (after giving
effect to all extension options); or (iv) deferring interest due on any Mortgage
Loan in excess of 10% of the Stated Principal Balance of such Mortgage Loan;
provided that with respect to clause (iii) above, the Special Servicer shall
give due consideration to the term of such Ground Lease prior to any extension
beyond a date 20 years prior to the expiration of the term of such Ground Lease
(after giving effect to all extension options).

            (g) [Reserved]

            (h) The Master Servicer and the Special Servicer may, as a condition
to granting any request by a Borrower for consent, modification, waiver or
indulgence or any other matter or thing, the granting of which is within its
discretion pursuant to the terms of the instruments evidencing or securing the
related Mortgage Loan and is permitted by the terms of this Agreement, require
that such Borrower pay to it (i) as additional servicing compensation, a
reasonable or customary fee for the additional services performed in connection
with such request (provided that such fee does not constitute a "significant
modification" of such Mortgage Loan under Treasury Regulations Section
1.860G-2(b)), and (ii) any related costs and expenses incurred by it. In no
event shall the Master Servicer or the Special Servicer be entitled to payment
for such fees or expenses unless such payment is collected from the related
Borrower.

            (i) The Master Servicer and the Special Servicer shall notify each
other, each affected B Loan Holder (if any) and the Trustee, in writing, of any
modification, waiver or amendment of any term of any Mortgage Loan agreed to by
such Master Servicer or the Special Servicer, as the case may be, and the date
thereof, and shall deliver to the Trustee (in the case of the Special Servicer,
with a copy to the Master Servicer) for deposit into the related Mortgage File,
an original counterpart of the agreement relating to such modification, waiver
or amendment, promptly (and in any event within ten Business Days) following the
execution thereof. The Master Servicer or the Special Servicer, as applicable,
shall notify the Rating Agencies of any modification, waiver or amendment of any
term of any Significant Trust Mortgage Loan agreed to by such Master Servicer or
the Special Servicer, as the case may be. Copies of each agreement whereby any
such modification, waiver or amendment of any term of any Mortgage Loan is
effected shall be made available for review upon prior request during normal
business hours at the offices of the Master Servicer or the Special Servicer, as
applicable, pursuant to Section 3.15 hereof.

            (j) With respect to each Borrower that has been established as a
"bankruptcy-remote entity," neither the Master Servicer nor the Special Servicer
shall consent to (x) the amendment by such Borrower of its organizational
documents or (y) any action that would violate any covenant of such Borrower
relating to its status as a separate or bankruptcy-remote entity, unless
granting such consent is consistent with the Servicing Standard and, with
respect to a Borrower under any Significant Trust Mortgage Loan, the Master
Servicer or the Special Servicer, as applicable, has obtained written
confirmation from each of the Rating Agencies that such amendment or action
would not result in a downgrade or withdrawal of any rating on a Class of
Certificates rated by such Rating Agency.

                  Section 3.21 Transfer of Servicing Between Master Servicer and
      Special Servicer; Record Keeping; Series 2008-C1 Directing
      Certificateholder

            (a) Upon determining that a Servicing Transfer Event has occurred
with respect to any Mortgage Loan or B Loan, the Master Servicer shall promptly
give notice thereof to the Special Servicer, the Trustee, each Rating Agency,
the Series 2008-C1 Directing Certificateholder (and, solely as it relates to any
related B Loan of a Serviced Loan Combination, any related B Loan Holder), shall
deliver copies of the related Servicing File to the Special Servicer and shall
use its reasonable efforts to provide the Special Servicer with all information,
documents and records (including records stored electronically on computer
tapes, magnetic discs and the like) relating to such Trust Mortgage Loan and any
related B Loan(s) that are in the possession of the Master Servicer and
reasonably requested by the Special Servicer to enable it to assume its
functions hereunder with respect thereto. The Master Servicer shall use its
reasonable efforts to comply with the preceding sentence within five Business
Days of the occurrence of each related Servicing Transfer Event and in any event
shall continue to act as Master Servicer and administrator of such Trust
Mortgage Loan and any related B Loan(s). The Trustee shall make available to the
Underwriters, any Initial Purchaser, each affected B Loan Holder (if any) and
each Holder of a Certificate of the Controlling Class, a copy of the notice of
such Servicing Transfer Event provided by the Master Servicer to the Special
Servicer pursuant to this Section.

            Upon determining that a Specially Serviced Mortgage Loan (other than
an REO Mortgage Loan) has become a Corrected Mortgage Loan (provided no
additional Servicing Transfer Event is foreseeable in the reasonable judgment of
the Special Servicer) and that no other Servicing Transfer Event is continuing
with respect thereto, the Special Servicer shall immediately give notice thereof
and shall return the related Servicing File (within five Business Days) to the
Master Servicer and, upon giving such notice and returning such Servicing File
to the Master Servicer, the Special Servicer's obligation to service such
Corrected Mortgage Loan shall terminate.

            (b) In servicing any Specially Serviced Trust Mortgage Loan, the
Special Servicer will provide to the Trustee originals of documents included
within the definition of "Mortgage File" and generated while such Trust Mortgage
Loan is a Specially Serviced Mortgage Loan for inclusion in the related Mortgage
File (with a copy of each such original to the Master Servicer) that come into
its possession after the occurrence of the applicable Servicing Transfer Event,
and provide such Master Servicer with copies of any additional related Trust
Mortgage Loan information including correspondence with the related Borrower.

            (c) [Reserved]

            (d) The Master Servicer shall maintain ongoing payment records with
respect to each of the Specially Serviced Mortgage Loans and REO Properties that
it is obligated to service hereunder and shall provide the Special Servicer with
any information in its possession required by the Special Servicer to perform
its duties under this Agreement.

            (e) Subject to the last paragraph of this Section 3.21(e) and the
rights of any B Loan Holder set forth in the related Intercreditor Agreement,
the Special Servicer shall not take, or consent to the Master Servicer's taking,
any of the Specially Designated Servicing Actions with respect to any Mortgage
Loan or related REO Property unless and until it has notified the Series 2008-C1
Directing Certificateholder (or, with respect to any Mortgage Loan Combination,
the related controlling holder, if any, specified in the related Intercreditor
Agreement if not the same party as the Series 2008-C1 Directing
Certificateholder) and the Series 2008-C1 Directing Certificateholder (or, with
respect to any Mortgage Loan Combination, the related controlling holder, if
any, specified in the related Intercreditor Agreement if not the same party as
the Series 2008-C1 Directing Certificateholder) has not objected in writing
within five (5) Business Days of having been notified thereof and having been
provided with all information that the Series 2008-C1 Directing
Certificateholder (or, with respect to any Mortgage Loan Combination, the
related controlling holder, if any, specified in the related Intercreditor
Agreement if not the same party as the Series 2008-C1 Directing
Certificateholder) has reasonably requested with respect thereto promptly
following its receipt of the subject notice (it being understood and agreed that
if such written objection has not been received by the Special Servicer within
such five (5)-Business Day period, then the Series 2008-C1 Directing
Certificateholder (or, with respect to any Mortgage Loan Combination, the
related controlling holder, if any, specified in the related Intercreditor
Agreement if not the same party as the Series 2008-C1 Directing
Certificateholder) shall be deemed to have approved the taking of the subject
Specially Designated Servicing Action); provided that, in the event that the
Special Servicer determines that immediate action is necessary to protect the
interests of the Certificateholders (as a collective whole) (or, in the case of
a Mortgage Loan Combination, to protect the interests of the Certificateholders
and the related B Loan Holder (as a collective whole)), the Special Servicer may
take, or consent to the Master Servicer's taking, a Specially Designated
Servicing Action with respect to any Mortgage Loan or REO Property without
waiting for the Series 2008-C1 Directing Certificateholder's (or, with respect
to any Mortgage Loan Combination, the related controlling holder's, if any,
specified in the related Intercreditor Agreement if not the same party as the
Series 2008-C1 Directing Certificateholder) response; and provided, further,
that, with respect to any Specially Designated Servicing Action being performed
by the Master Servicer, the above-referenced five (5)-Business Day period shall
coincide with, and shall in no event exceed, the ten (10)-day period within
which the Special Servicer must object to the Master Servicer's performance of
such Specially Designated Servicing Action.

            In addition, subject to the last paragraph of this Section 3.21(e)
and the rights of any B Loan Holder set forth in the related Intercreditor
Agreement, the Series 2008-C1 Directing Certificateholder (or, with respect to
any Mortgage Loan Combination, the related controlling holder, if any, specified
in the related Intercreditor Agreement if not the same party as the Series
2008-C1 Directing Certificateholder) may direct the Special Servicer to take, or
to refrain from taking, any actions with respect to the servicing and/or
administration of a Specially Serviced Mortgage Loan or REO Property (other than
any REO Property related to the 450 Lexington Avenue Loan) as the Series 2008-C1
Directing Certificateholder (or, with respect to any Mortgage Loan Combination,
the related controlling holder, if any, specified in the related Intercreditor
Agreement if not the same party as the Series 2008-C1 Directing
Certificateholder) may deem advisable or as to which provision is otherwise made
herein. The Special Servicer shall provide the Series 2008-C1 Directing
Certificateholder (or, with respect to any Mortgage Loan Combination, the
related controlling holder, if any, specified in the related Intercreditor
Agreement if not the same party as the Series 2008-C1 Directing
Certificateholder) with any information with respect to such matters (including
the Special Servicer's reasons for determining to take a proposed action) that
is in the possession of the Special Servicer and reasonably requested by such
holder.

            Any right to take any action, grant or withhold any consent or
otherwise exercise any right, election or remedy afforded the Series 2008-C1
Directing Certificateholder under this Agreement may, unless otherwise expressly
provided herein to the contrary, be affirmatively waived by the Series 2008-C1
Directing Certificateholder by written notice given to the Trustee, the Special
Servicer or the Master Servicer, as applicable. Upon delivery of any such notice
of waiver given by the Series 2008-C1 Directing Certificateholder, any time
period (exclusive or otherwise) afforded the Series 2008-C1 Directing
Certificateholder to exercise any such right, make any such election or grant or
withhold any such consent shall thereupon be deemed to have expired with the
same force and effect as if the specific time period set forth in this Agreement
applicable thereto had itself expired. In the event that the Master Servicer,
the Special Servicer or Trustee, as applicable, takes any action, or omits to
take any action based on such waiver, the Series 2008-C1 Directing
Certificateholder shall be stopped from challenging any such action taken or not
taken through legal proceedings or otherwise.

            Notwithstanding the foregoing, no advice, direction or objection of
the Series 2008-C1 Directing Certificateholder (or, with respect to any Mortgage
Loan Combination, the related controlling holder, if any, specified in the
related Intercreditor Agreement if not the same party as the Series 2008-C1
Directing Certificateholder) shall (i) require or cause the Special Servicer or
the Master Servicer to violate the terms of any Mortgage Loan, any related
Mortgage Loan Document or any related Intercreditor Agreement, co-lender
agreement or similar agreement, applicable law or any provision of this
Agreement, including the Special Servicer's and such Master Servicer's
obligation to act in accordance with the Servicing Standard and to maintain the
REMIC status of each REMIC Pool, or (ii) result in an Adverse REMIC Event with
respect to either REMIC Pool or an Adverse Grantor Trust Event with respect to
the Grantor Trust Pool, or (iii) expose the Master Servicer, the Special
Servicer, the Depositor, any Mortgage Loan Seller, the Trust Fund, any B Loan
Holder, the Trustee or their Affiliates, officers, directors, shareholders,
partners, members, managers, employees or agents to any claim, suit or liability
for which this Agreement does not provide indemnification to such party, or (iv)
materially expand the scope of the Special Servicer's or the Master Servicer's
responsibilities under this Agreement; and the Special Servicer will neither
follow any such advice, direction or objection if given by the Series 2008-C1
Directing Certificateholder nor initiate any such actions.

            (f) [Reserved]

            (g) No later than 30 days after receipt by the Special Servicer of
the information reasonably required by the Special Servicer after a Servicing
Transfer Event for a Mortgage Loan, the Special Servicer shall deliver to each
Rating Agency, and the Series 2008-C1 Directing Certificateholder (or, with
respect to any Mortgage Loan Combination, the related controlling holder, if
any, specified in the related Intercreditor Agreement if not the same party as
the Series 2008-C1 Directing Certificateholder) a report (the "Asset Status
Report") with respect to such Mortgage Loan and the related Mortgaged Property.
The Special Servicer shall not take any action under an Asset Status Report
until such report has been delivered to the Master Servicer and, if written
confirmation from each Rating Agency that the proposed action will not lead to
an Adverse Rating Event with respect to any Class of Rated Certificates is
required under this Agreement, the related Intercreditor Agreement or the
related Mortgage Loan Documents, such written confirmation has been obtained.
Any Asset Status Report with respect to a Mortgage Loan Combination will also be
delivered to the related B Loan Holder. Such Asset Status Report shall set forth
the following information to the extent reasonably determinable:

            (i) summary of the status of such Specially Serviced Mortgage Loan;

            (ii) a discussion of the legal and environmental considerations
      reasonably known to the Special Servicer, consistent with the Servicing
      Standard, that are applicable to the exercise of remedies as aforesaid and
      to the enforcement of any related guaranties or other collateral for the
      related Mortgage Loan and whether outside legal counsel has been retained;

            (iii) the most current rent roll (for properties other than
      residential cooperative properties) and income or operating statement
      available for the related Mortgaged Property;

            (iv) the Appraised Value of the Mortgaged Property and Appraisal
      Reduction Event for the related Mortgage Loan, if any, together with the
      assumptions used in the calculation thereof;

            (v) a recommendation by the Special Servicer as to how such
      Specially Serviced Mortgage Loan might be returned to performing status,
      returned to the Master Servicer for regular servicing or otherwise
      realized upon;

            (vi) a summary of any proposed actions and an analysis of whether or
      not taking such action is reasonably likely to produce a greater recovery
      on a present value basis than not taking such action, setting forth the
      basis on which the Special Servicer made such determination;

            (vii) a status report on any foreclosure actions or other
      proceedings undertaken with respect to such mortgaged real property, any
      proposed workouts with respect thereto and the status of any negotiations
      with respect to such workouts, and an assessment of the likelihood of
      additional events of default thereon; and

            (viii) such other information as the Special Servicer deems relevant
      in light of the Servicing Standard.

            With respect to any Mortgage Loan that becomes a Specially Serviced
Mortgage Loan, if within 10 Business Days of receiving an Asset Status Report,
the Series 2008-C1 Directing Certificateholder (or with respect to any Mortgage
Loan Combination, the related controlling holder, if any, specified in the
related Intercreditor Agreement, if not the same party as the Series 2008-C1
Directing Certificateholder) does not disapprove such Asset Status Report in
writing, the Special Servicer shall implement the recommended action as outlined
in such Asset Status Report; provided, however, that the Special Servicer may
not take any action that is contrary to applicable law or the terms of the
applicable Loan Documents. If the Series 2008-C1 Directing Certificateholder (or
with respect to any Mortgage Loan Combination, the related controlling holder,
if any, specified in the related Intercreditor Agreement, if not the same party
as the Series 2008-C1 Directing Certificateholder) disapproves such Asset Status
Report, the Special Servicer shall revise such Asset Status Report and deliver
to the Series 2008-C1 Directing Certificateholder (or with respect to any
Mortgage Loan Combination, the related controlling holder, if any, specified in
the related Intercreditor Agreement, if not the same party as the Series 2008-C1
Directing Certificateholder), the Rating Agencies and the Master Servicer a new
Asset Status Report as soon as practicable, but in no event later than 30 days
after such disapproval.

            The Special Servicer shall revise such Asset Status Report as
described above in this Section 3.21(g) until the earlier of (a) the failure of
the Series 2008-C1 Directing Certificateholder (or with respect to any Mortgage
Loan Combination, the related controlling holder, if any, specified in the
related Intercreditor Agreement, if not the same party as the Series 2008-C1
Directing Certificateholder) to disapprove such revised Asset Status Report in
writing within 10 Business Days of receiving such revised Asset Status Report;
(b) a determination by the Special Servicer as set forth below or (c) the
passage of 60 days from the date of preparation of the first Asset Status
Report. The Special Servicer shall deliver such finalized Asset Status Report to
the Series 2008-C1 Directing Certificateholder (or with respect to any Mortgage
Loan Combination, the related controlling holder, if any, specified in the
related Intercreditor Agreement, if not the same party as the Series 2008-C1
Directing Certificateholder), the Rating Agencies, the Master Servicer, the
Trustee and any Requesting Subordinate Certificateholder (at the expense of such
requesting Holder). The Special Servicer may, from time to time, modify any
Asset Status Report it has previously delivered and implement such report,
provided such report shall have been prepared, reviewed and not rejected
pursuant to the terms of this Section. Notwithstanding the foregoing, the
Special Servicer (i) may, following the occurrence of an extraordinary event
with respect to the related Mortgaged Property, take any action set forth in
such Asset Status Report before the expiration of a 10 Business Day period if
the Special Servicer has reasonably determined that failure to take such action
would materially and adversely affect the interests of the Certificateholders
(as a collective whole) and it has made a reasonable effort to contact the
Series 2008-C1 Directing Certificateholder (or with respect to any Mortgage Loan
Combination, the related controlling holder, if any, specified in the related
Intercreditor Agreement, if not the same party as the Series 2008-C1 Directing
Certificateholder) and (ii) in any case, shall determine whether any affirmative
disapproval by the Series 2008-C1 Directing Certificateholder (or with respect
to any Mortgage Loan Combination, the related controlling holder, if any,
specified in the related Intercreditor Agreement, if not the same party as the
Series 2008-C1 Directing Certificateholder) described in this paragraph is not
in the best interest of the Certificateholders (as a collective whole) pursuant
to the Servicing Standard. With respect to any Mortgage Loan Combination,
notwithstanding the foregoing, if the related Intercreditor provides for a
different procedure for obtaining the approval of the related controlling
holder, the Master Servicer or the Special Servicer, as applicable, shall follow
the procedures set forth in the related Intercreditor Agreement for the purpose
of obtaining such related controlling holder's approval of the relevant
servicing action.

            The Special Servicer shall have the authority to meet with the
Borrower for any Specially Serviced Loan and, subject to the next paragraph,
take such actions consistent with the Servicing Standard and any related Asset
Status Report. Subject to the next paragraph, the Special Servicer shall not
take any action inconsistent with the related Asset Status Report, unless such
action would be required in order to act in accordance with the Servicing
Standard.

            Notwithstanding anything to the contrary contained in this
Agreement, no direction of the Series 2008-C1 Directing Certificateholder (or,
with respect to any Mortgage Loan Combination, the related controlling holder,
if any, specified in the related Intercreditor Agreement if not the same party
as the Series 2008-C1 Directing Certificateholder) or failure to consent to any
action requiring its or their consent under this Agreement shall (i) require or
cause the Master Servicer or Special Servicer to violate the terms of a Mortgage
Loan or Specially Serviced Mortgage Loan, applicable law or any provision of
this Agreement, including such Master Servicer's or the Special Servicer's
obligation to act in accordance with the Servicing Standard and to maintain the
REMIC status of each REMIC Pool, or (ii) result in the imposition of a
"prohibited transaction" or "prohibited contribution" tax under the REMIC
Provisions, or (iii) expose the Master Servicer, the Special Servicer, the
Depositor, any Mortgage Loan Seller, the Trust Fund, the Trustee, any B Loan
Holder or any of their Affiliates, shareholders, officers, directors, members,
managers, employees or agents to any claim, suit or liability, or (iv)
materially expand the scope of the Special Servicer's or the Master Servicer's
responsibilities under this Agreement; and the Special Servicer (1) shall not
follow any such direction if given by the Series 2008-C1 Directing
Certificateholder, (2) shall not initiate any such actions having any of the
effects in clauses (i)-(iv) of this paragraph and (3) shall not refrain from
taking any action if the failure to take such action would violate the Servicing
Standard.

                  Section 3.22 Sub-Servicing Agreements

            (a) The Master Servicer and, subject to Section 3.22(f), the Special
Servicer may enter into Sub-Servicing Agreements to provide for the performance
by third parties of any or all of its respective obligations under this
Agreement; provided that the Sub-Servicing Agreement: (i) is consistent with
this Agreement (including the Events of Default in clauses (i)-(viii) of Section
7.01(a)) in all material respects and requires the Sub-Servicer to comply in all
material respects with all applicable conditions of this Agreement; (ii)
provides that if the Master Servicer or the Special Servicer, as the case may
be, shall for any reason no longer act in such capacity hereunder (including by
reason of an Event of Default), the Trustee or its designee or any other
successor to the Master Servicer or the Special Servicer, as the case may be,
may thereupon assume all of the rights and, except to the extent they arose
prior to the date of assumption, obligations of the Master Servicer or the
Special Servicer, as the case may be, under such agreement or, alternatively,
may terminate such Sub-Servicing Agreement without cause and without payment of
any penalty or termination fee (provided that any Sub-Servicing Agreements
entered into by the Master Servicer with entities identified on Exhibit N as of
April 1, 2008 with the Master Servicer (or any replacement or successor Master
Servicer) or the Trustee may only be terminated for cause); (iii) provides that
the Trustee for the benefit of the Certificateholders shall be a third-party
beneficiary under such Sub-Servicing Agreement, but that (except to the extent
the Trustee or its designee assumes the obligations of the Master Servicer or
the Special Servicer, as the case may be, thereunder as contemplated by the
immediately preceding clause (ii), and except with respect to the obligations of
any successor Master Servicer under the Primary Servicing Agreements) none of
the Trust Fund, the Trustee, any successor Master Servicer, Special Servicer or
any Certificateholder shall have any duties under such Sub-Servicing Agreement
or any liabilities arising therefrom; (iv) permits any purchaser of a Trust
Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing
Agreement with respect to such purchased Trust Mortgage Loan at its option and
without penalty; (v) does not permit the Sub-Servicer any direct rights of
indemnification that may be satisfied out of assets of the Trust Fund except to
the extent of its rights of indemnification, if any, as an agent of the Master
Servicer or the Special Servicer, as applicable; (vi) does not permit the
Sub-Servicer to foreclose on the related Mortgaged Property or consent to the
modification of any Mortgage Loan without the prior consent of the Master
Servicer or the Special Servicer, as applicable; (vii) provides that the
Sub-Servicer shall act in accordance with the Servicing Standard; (viii)
provides that in the event of an act or failure to act by the Sub-Servicer that
causes the Master Servicer or the Special Servicer, as applicable, to be in
default of its obligations under this Agreement, the Sub-Servicer shall be in
default of its obligations under such Sub-Servicing Agreement; and (ix) provides
that the failure of the related Sub-Servicer to comply with any of the
requirements under Article XII of this Agreement that are applicable to such
Sub-Servicer under such Sub-Servicing Agreement (or with requirements set forth
in such Sub-Servicing Agreement that are substantially similar in all material
respects to the requirements under Article XII of this Agreement), including the
failure to deliver any reports or certificates at the time such report or
certification is required under Article XII shall constitute an event of default
by such Sub-Servicer upon the occurrence of which either the Master Servicer or
the Depositor may immediately terminate the related Sub-Servicer under the
related Sub-Servicing Agreement and that such termination shall be deemed for
cause; provided that the appointment by the Master Servicer or the Special
Servicer of a third-party contractor for the purpose of performing discrete,
ministerial functions shall not be subject to this Section 3.22 (except that the
Master Servicer or the Special Servicer, as the case may be, shall remain
responsible for the actions of such third-party contactors and shall pay all
fees and expenses of such third-party contractors, unless expressly provided
herein), unless such third-party contractor constitutes a Servicing Function
Participant due to performance of such functions. Any successor Master Servicer
or Special Servicer hereunder, upon becoming successor Master Servicer or
Special Servicer, as applicable, shall have the right to be assigned and shall
have the right to assume any Sub-Servicing Agreements from the predecessor
Master Servicer or Special Servicer, as applicable. Upon a termination of the
Master Servicer pursuant to this Agreement, the successor to the Master Servicer
(other than the Trustee or its designee) shall automatically succeed to the
rights and obligations of the prior Master Servicer, under the related Primary
Servicing Agreement, (subject only to any termination rights set forth therein),
it being understood that any such succession by the Trustee or its designee
shall not be automatic but shall be in the discretion of the Trustee or such
designee. With respect to any Sub-Servicing Agreement entered into by the Master
Servicer after the Closing Date and prior to the date upon which the Trust's
Exchange Act reporting obligations are terminated by the filing of a Form 15
Suspension Notification as contemplated by Section 12.10, such Sub-Servicer
shall not be a Prohibited Party. Any such Sub-Servicing Agreement may permit the
Sub-Servicer to delegate its duties to agents or subcontractors so long as the
related agreements or arrangements with such agents or subcontractors are (or
may be required to be), to the extent of the services to be performed,
consistent with the provisions of this Section 3.22 (including, for the
avoidance of doubt, that no such agent or subcontractor is a Prohibited Party
prior to the date upon which the Trust's Exchange Act reporting obligations are
terminated by the filing of a Form 15 Suspension Notification as contemplated by
Section 12.10).

            In addition, each Sub-Servicing Agreement entered into by the Master
Servicer may provide that the obligations of the Sub-Servicer thereunder shall
terminate with respect to any Mortgage Loan serviced thereunder at the time such
Mortgage Loan becomes a Specially Serviced Mortgage Loan. For purposes of this
Agreement (except with respect to any requirement that the Master Servicer
deposit funds in the Collection Account or any Servicing Account within a
specified time period), the Master Servicer shall be deemed to have received any
payment when a Sub-Servicer retained by it receives such payment. The Master
Servicer shall notify the Special Servicer, the Trustee and the Depositor in
writing promptly of the appointment by it of any Sub-Servicer not identified on
Exhibit N hereto. The Special Servicer shall notify the Master Servicer, the
Trustee, the Depositor and any affected B Loan Holder in writing promptly of the
appointment by it of any Sub-Servicer.

            (b) Each Sub-Servicer shall be authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law to ensure the
enforceability of the Mortgage Loans to be serviced by such Sub-Servicer.

            (c) As part of its servicing activities hereunder, the Master
Servicer or the Special Servicer, as applicable, for the benefit of the Trustee
and the Certificateholders, shall (at no expense to the Trustee, the
Certificateholders, the Trust Fund or any B Loan Holder) monitor the performance
and enforce the obligations of each Sub-Servicer under each Sub-Servicing
Agreement it has entered into. Such enforcement, including, without limitation,
the legal prosecution of claims, termination of Sub-Servicing Agreements in
accordance with their respective terms and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such
time as the Master Servicer or Special Servicer, as applicable, would require
were it the owner of the subject Mortgage Loans. The Master Servicer or the
Special Servicer, as applicable, shall have the right to remove a Sub-Servicer
retained by it in accordance with the terms of the related Sub-Servicing
Agreement upon the events of default and other termination events specified in
the related Sub-Servicing Agreement.

            (d) If the Trustee or its designee becomes successor Master Servicer
and elects or is required to assume the rights and obligations of the Master
Servicer or the Special Servicer, as applicable, under any Sub-Servicing
Agreement, the Master Servicer or the Special Servicer, as applicable, at its
expense, shall deliver to the assuming party all documents and records relating
to such Sub-Servicing Agreement and the Mortgage Loans then being serviced
thereunder and an accounting of amounts collected and held on behalf of it
thereunder, and otherwise use reasonable efforts to effect the orderly and
efficient transfer of the Sub-Servicing Agreement to the assuming party.

            (e) Notwithstanding the provisions of any Sub-Servicing Agreement,
but subject to Section 12.14, each of the Master Servicer and the Special
Servicer represents, warrants and covenants that it shall remain obligated and
liable to the Trustee, the Certificateholders and the B Loan Holders for the
performance of its obligations and duties under this Agreement in accordance
with the provisions hereof to the same extent and under the same terms and
conditions as if it alone were servicing and administering the Mortgage Loans
for which it is responsible, and the Master Servicer or the Special Servicer, as
applicable, shall pay the fees of any Sub-Servicer thereunder from its own funds
or, with respect to the related Primary Servicers, shall permit each to retain
the Primary Servicing Fees and any additional servicing compensation payable
pursuant to the related Sub-Servicing Agreement from amounts collected by such
Primary Servicer. Such additional servicing compensation shall not exceed the
Additional Servicing Compensation payable to the Master Servicer under this
Agreement, shall be paid out of such Additional Servicing Compensation and shall
not be paid from any amount otherwise payable to the Special Servicer hereunder.
In no event shall the Trust Fund bear any termination fee required to be paid to
any Sub-Servicer as a result of such Sub-Servicer's termination under any
Sub-Servicing Agreement.

            (f) The Special Servicer shall not enter into any Sub-Servicing
Agreement unless the Series 2008-C1 Directing Certificateholder has consented.

                  Section 3.23 Representations, Warranties and Covenants of the
      Master Servicer

            (a) The Master Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders, and to
the Depositor, the Special Servicer and the B Loan Holders, as of the Closing
Date, that:

            (i) The Master Servicer is a corporation duly organized, validly
      existing and in good standing under the laws of Ohio, and the Master
      Servicer is in compliance with the laws of each State (or territory, in
      the case of any Mortgaged Property located in Puerto Rico) in which any
      Mortgaged Property is located to the extent necessary to perform its
      obligations under this Agreement, except where the failure to so qualify
      or comply would not have a material adverse effect on the ability of the
      Master Servicer to perform its obligations hereunder;

            (ii) The execution and delivery of this Agreement by the Master
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Master Servicer, will not (A) violate the Master
      Servicer's certificate of incorporation or charter and by-laws or other
      comparable organizational documents or (B) constitute a default (or an
      event which, with notice or lapse of time, or both, would constitute a
      default) under, or result in the breach of, any material agreement or
      other instrument to which it is a party or by which it is bound, or (C)
      result in the violation of any law, rule, regulation, order, judgment or
      decree binding on the Master Servicer which, in the case of either (B) or
      (C), is likely to materially and adversely affect the Master Servicer's
      ability to perform hereunder;

            (iii) This Agreement, assuming due authorization, execution and
      delivery by the other parties hereto, constitutes a valid, legal and
      binding obligation of the Master Servicer, enforceable against the Master
      Servicer in accordance with the terms hereof, except as such enforcement
      may be limited by (A) applicable bankruptcy, insolvency, reorganization,
      liquidation, receivership, moratorium and other laws relating to or
      affecting creditors' rights generally, and (B) general principles of
      equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law;

            (iv) The Master Servicer is not in violation with respect to any
      law, any order or decree of any court, or any order, regulation or demand
      of any federal, state, municipal or governmental agency, which violations
      are reasonably likely to have consequences that would materially and
      adversely affect the financial condition or operations of the Master
      Servicer or its properties taken as a whole or are reasonably likely to
      have consequences that would materially and adversely affect its ability
      to perform its duties and obligations hereunder;

            (v) No litigation is pending or, to the best of the Master
      Servicer's knowledge, threatened against the Master Servicer which, if
      determined adversely to the Master Servicer, would prohibit the Master
      Servicer from entering into this Agreement or, in the Master Servicer's
      good faith and reasonable judgment, is likely to materially and adversely
      affect the ability of the Master Servicer to perform its obligations under
      this Agreement;

            (vi) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Master Servicer of, or compliance by the Master
      Servicer with, this Agreement or the consummation of the Master Servicer's
      transactions contemplated by this Agreement, except for any consent,
      approval, authorization or order which has been obtained or cannot be
      obtained prior to the actual performance by the Master Servicer of its
      obligations under this Agreement, or which, if not obtained, would not
      have a materially adverse effect on the ability of the Master Servicer to
      perform its obligations hereunder;

            (vii) The Master Servicer has full corporate power and authority to
      enter into and perform in accordance with this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement;

            (viii) The Master Servicer has examined each Sub-Servicing Agreement
      to which it is a party, and shall examine each Sub-Servicing Agreement to
      which it intends to become a party, and in each such case, the terms of
      such Sub-Servicing Agreements are not, or, in the case of any
      Sub-Servicing Agreement to be entered into by the Master Servicer at a
      future date, will not be, materially inconsistent with the terms of this
      Agreement; and

            (ix) Each officer and employee of the Master Servicer that has
      responsibilities concerning the servicing and administration of Mortgage
      Loans is covered by errors and omissions insurance and the fidelity bond
      in the amounts and with the coverage required by Section 3.07(c).

            (b) The representations, warranties and covenants set forth in
Section 3.23(a) shall survive the execution and delivery of this Agreement.

                  Section 3.24 Representations, Warranties and Covenants of the
      Special Servicer

            (a) The Special Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders, and to
the Depositor, the Master Servicer and the B Loan Holders, as of the Closing
Date and as to the Special Servicer, that:

            (i) The Special Servicer is a corporation duly organized, validly
      existing and in good standing under the laws of the State of Delaware, and
      the Special Servicer is in compliance with the laws of each State (or
      territory, in the case of any Mortgaged Property located in Puerto Rico)
      in which any Mortgaged Property is located to the extent necessary to
      perform its obligations under this Agreement;

            (ii) The execution and delivery of this Agreement by the Special
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Special Servicer, will not (A) violate the Special
      Servicer's certificate of incorporation and by-laws or (B) constitute a
      default (or an event which, with notice or lapse of time, or both, would
      constitute a default) under, or result in the breach of, any material
      agreement or other instrument to which it is a party or by which it is
      bound, or (C) result in the violation of any law, rule, regulation, order,
      judgment or decree binding on the Special Servicer which, in the case of
      either (B) or (C), is likely, in the reasonable judgment of the Special
      Servicer, to materially and adversely affect the Special Servicer's
      ability to perform hereunder;

            (iii) The Special Servicer has full corporate power and authority to
      enter into and perform in accordance with this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement;

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Special Servicer, enforceable against the
      Special Servicer in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, reorganization, receivership,
      moratorium and other laws affecting the enforcement of creditors' rights
      generally and (B) general principles of equity, regardless of whether such
      enforcement is considered in a proceeding in equity or at law;

            (v) The Special Servicer is not in violation with respect to any
      law, any order or decree of any court, or any order, regulation or demand
      of any federal, state, municipal or governmental agency, which violations
      are reasonably likely to have consequences that would materially and
      adversely affect the financial condition or operations of the Special
      Servicer or its properties taken as a whole or are reasonably likely to
      have consequences that would materially and adversely affect its ability
      to perform its duties and obligations hereunder;

            (vi) No litigation is pending or, to the best of the Special
      Servicer's knowledge, threatened against the Special Servicer which, if
      determined adversely to the Special Servicer, would prohibit the Special
      Servicer from entering into this Agreement or, in the Special Servicer's
      reasonable judgment, is likely to materially and adversely affect the
      ability of the Special Servicer to perform its obligations under this
      Agreement;

            (vii) Each officer or employee of the Special Servicer that has or,
      following the occurrence of a Servicing Transfer Event, would have
      responsibilities concerning the servicing and administration of Mortgage
      Loans is covered by errors and omissions insurance and fidelity bond in
      the amounts and with the coverage required by Section 3.07(c). Neither the
      Special Servicer nor any of its officers or employees that is or,
      following the occurrence of a Servicing Transfer Event, would be involved
      in the servicing or administration of Mortgage Loans has been refused such
      coverage or insurance;

            (viii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Special Servicer, or compliance by the Special Servicer
      with, this Agreement or the consummation of the transactions of the
      Special Servicer contemplated by this Agreement, except for any consent,
      approval, authorization or order which has been obtained or cannot be
      obtained prior to the actual performance by the Special Servicer of its
      obligations under this Agreement, or which, if not obtained would not have
      a materially adverse effect on the ability of the Special Servicer to
      perform its obligations hereunder;

            (ix) The Special Servicing Fee represents reasonable special
      servicing compensation; and

            (x) The Special Servicer has examined each Sub-Servicing Agreement
      to which it is a party, and shall examine each Sub-Servicing Agreement to
      which it intends to become a party, and in each such case, the terms of
      such Sub-Servicing Agreements are not, or, in the case of any
      Sub-Servicing Agreement to be entered into by the Special Servicer at a
      future date, will not, be materially inconsistent with the terms of this
      Agreement.

            (b) The representations, warranties and covenants set forth in
Section 3.24(a) shall survive the execution and delivery of this Agreement.

                  Section 3.25 Limitation on Liability of the Series 2008-C1
      Directing Certificateholder

            The Series 2008-C1 Directing Certificateholder shall have no
liability whatsoever to the Trust Fund or any Certificateholder other than a
Controlling Class Certificateholder and shall have no liability to any
Controlling Class Certificateholder for any action taken, or for refraining from
the taking of any action, in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that, with respect to Controlling Class
Certificateholders, the Series 2008-C1 Directing Certificateholder shall not be
protected against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of reckless disregard of obligations or duties. By its acceptance of a
Certificate, each Certificateholder confirms its understanding that the Series
2008-C1 Directing Certificateholder may take actions that favor the interests of
one or more Classes of the Certificates over other Classes of the Certificates,
and that the Series 2008-C1 Directing Certificateholder may have special
relationships and interests that conflict with those of Holders of some Classes
of the Certificates, that the Series 2008-C1 Directing Certificateholder may act
solely in the interests of the Holders of the Controlling Class, that the Series
2008-C1 Directing Certificateholder does not have any duties to the Holders of
any Class of Certificates other than the Controlling Class, that the Series
2008-C1 Directing Certificateholder may take actions that favor the interests of
the Holders of the Controlling Class over the interests of the Holders of one or
more other classes of Certificates, and that the Series 2008-C1 Directing
Certificateholder shall have no liability whatsoever for having so acted, and no
Certificateholder may take any action whatsoever against the Series 2008-C1
Directing Certificateholder or any director, officer, employee, agent or
principal thereof for having so acted.

                  Section 3.26 Reserved

                  Section 3.27 Lock-Box Accounts, Cash Collateral Accounts and
      Servicing Accounts

            (a) The Master Servicer shall administer each Lock-Box Account, Cash
Collateral Account and Servicing Account maintained by it in accordance with the
related Mortgage or Loan Agreement, Cash Collateral Account Agreement or
Lock-Box Agreement, if any. Each Lock-Box Account, Cash Collateral Account and
Servicing Account shall be an Eligible Account, except to the extent provided in
the related Mortgage Loan Documents.

            (b) For any Mortgage Loan that provides that a Lock-Box Account will
be established upon the occurrence of certain events specified in the related
Mortgage Loan Documents, the Master Servicer shall establish on behalf of the
Trust such Lock-Box Account upon the occurrence of such events unless the Master
Servicer determines, in accordance with the Servicing Standard, that such
Lock-Box Account should not be established. Notwithstanding the foregoing, the
Master Servicer shall establish a Lock-Box Account for each ARD Mortgage Loan no
later than its Anticipated Repayment Date.

            (c) [Reserved]

            (d) The Master Servicer shall timely provide all notifications and
otherwise timely take all actions necessary to perfect or maintain the
perfection of the security interest of the Trustee in each Lock-Box Account,
Cash Collateral Account and Servicing Account with respect to any Mortgage Loan.

                  Section 3.28 Interest Reserve Account

            (a) The Trustee shall establish, on or before the Closing Date, and
maintain the Interest Reserve Account. The Trustee shall maintain the Interest
Reserve Account at its Corporate Trust Office and shall give notice to the
Master Servicer, the Special Servicer and the Depositor of any new location of
the Interest Reserve Account prior to any change thereof. On each Distribution
Date in any February and on each Distribution Date in any January which occurs
in a year that is not a leap year, unless, in either case, such Distribution
Date is the Final Distribution Date, the Trustee shall withdraw from the
Distribution Account and deposit into the Interest Reserve Account in respect of
each Interest Reserve Loan an amount withheld from the related Monthly Payment
or P&I Advance equal to one day's interest on the Stated Principal Balance of
such Interest Reserve Loan immediately prior to such Distribution Date at the
related Net Mortgage Rate, to the extent a full Monthly Payment or P&I Advance
is made in respect thereof (all amounts so deposited in any January, except in
the case of a leap year, and in any February, "Withheld Amounts").

            (b) On each Distribution Date occurring in March (or in February, if
the Final Distribution Date occurs in such month) the Trustee shall withdraw
from the Interest Reserve Account an amount equal to the Withheld Amounts from
the immediately preceding January and February, if any, and deposit such amount
(excluding any net investment income thereon) into the Distribution Account. On
each Distribution Date, the Trustee shall deposit any Net Investment Loss into
the Interest Reserve Account and shall be permitted to withdraw any Net
Investment Earnings from the Interest Reserve Account.

                  Section 3.29 Limitations on and Authorizations of the Master
      Servicer and Special Servicer with Respect to Certain Mortgage Loans

            (a) Prior to taking any action with respect to a Mortgage Loan
secured by any Mortgaged Properties located in a "one-action" state, the Special
Servicer shall consult with legal counsel, the fees and expenses of which shall
be covered by a Servicing Advance by the Master Servicer.

            (b) [Reserved.]

            (c) With respect to any ARD Mortgage Loan, so long as no event of
default beyond applicable notice and grace periods has occurred and is
continuing, neither the Master Servicer nor the Special Servicer shall take any
enforcement action with respect to the payment of Excess Interest or principal
in excess of the principal component of the constant Monthly Payment, other than
requests for collection, until the date on which principal and all accrued
interest (other than Excess Interest) has been paid in full (the failure of the
Borrower to pay Excess Interest shall not be considered an event of default for
purposes of this paragraph). Nothing in this paragraph shall limit the
obligation of the Master Servicer and the Special Servicer to establish a
Lock-Box Account pursuant to Section 3.27.

            (d) To the extent not inconsistent with the related Mortgage Loan
Documents, neither the Master Servicer nor the Special Servicer shall consent to
a change of franchise affiliation with respect to any hotel property that in
whole or in part constitutes the Mortgaged Property securing a Mortgage Loan
unless it obtains written confirmation from each Rating Agency that such change
of franchise affiliation would not, in and of itself, result in an Adverse
Rating Event with respect to any Class of Rated Certificates; provided, however,
that neither the Master Servicer nor the Special Servicer shall be required to
obtain such written consent from any Rating Agency if such Mortgage Loan is not
one of the ten largest Trust Mortgage Loans (which term shall, for the purposes
of this Section 3.29(d), include groups of Crossed Trust Mortgage Loans and
groups of Trust Mortgage Loans made to affiliated Borrowers) by outstanding
principal balance at such time and the then current principal balance of such
Mortgage Loan is less than $35,000,000.

            (e) To the extent not inconsistent with the related Mortgage Loan
Documents, neither the Master Servicer nor Special Servicer shall consent to a
change in the property manager with respect to a property securing a Mortgage
Loan that is one of the ten largest Trust Mortgage Loans (which term shall, for
the purposes of this Section 3.29(e), include groups of Crossed Trust Mortgage
Loans and groups of Trust Mortgage Loans made to affiliated Borrowers) by
outstanding principal balance at such time or that has a then-current principal
balance of greater than $35,000,000, unless it obtains confirmation from S&P
that the appointment of such new property manager would not, in and of itself,
result in an Adverse Rating Event with respect to any Class of Rated
Certificates. The Master Servicer or Special Servicer, as applicable, shall use
reasonable efforts to cause the related Borrower to pay the costs of such
confirmation, and otherwise such costs shall be a Trust Fund expense.

            (f) The Master Servicer shall, as to each Trust Mortgage Loan which
is secured by the interest of the related Borrower under a Ground Lease, at its
own expense, promptly (and in any event within 45 days of the Closing Date)
notify the related ground lessor of the transfer of such Trust Mortgage Loan to
the Trust pursuant to this Agreement and inform such ground lessor that any
notices of default under the related Ground Lease should thereafter be forwarded
to the Master Servicer, on behalf of the Trustee.

            (g) Subject to the last paragraph of Section 3.21(g), the Master
Servicer shall not grant any discretionary consent to a transfer of any B Loan
pursuant to the related Intercreditor Agreement or to any additional cure beyond
those specifically provided for in the related Intercreditor Agreement without
the approval of the Special Servicer and the Special Servicer shall not grant
such approval unless it obtains the consent of the Series 2008-C1 Directing
Certificateholder. The Master Servicer shall forward any such request from a B
Loan Holder (together with its analysis and recommendation) to Special Servicer
for approval, and the Special Servicer shall forward its analysis and
recommendation to the Series 2008-C1 Directing Certificateholder, who shall
approve or reject the Special Servicer's recommendation; provided that the
Master Servicer shall not approve any discretionary consent to a transfer of any
B Loan pursuant to the related Intercreditor Agreement unless it receives the
Rating Agency confirmation, if any, required pursuant to such Intercreditor
Agreement. Notwithstanding the foregoing, in the case of any request for
discretionary consent to a transfer of any B Loan, (i) the Special Servicer
shall be deemed to have approved such request if not denied in writing within
ten (10) Business Days after receipt by the Special Servicer of the Master
Servicer's recommendation and analysis and any additional documents (including
any required Rating Agency confirmation described in the preceding sentence) and
information reasonably requested by the Special Servicer or the Series 2008-C1
Directing Certificateholder (through the Special Servicer), as applicable, and
(ii) the Series 2008-C1 Directing Certificateholder shall be deemed to have
approved the Special Servicer's recommendation if not denied within five (5)
Business Days of its receipt of the Special Servicer's recommendation and any
additional documents and information that the Series 2008-C1 Directing
Certificateholder may reasonably request (it being understood that such five
(5)-Business Day period shall coincide with, and shall in no event exceed, the
Special Servicer's ten (10)-Business Day period to object, as set forth in the
preceding clause (i)). In addition, notwithstanding the foregoing, with respect
to any request for an additional cure beyond those specifically provided for in
the related Intercreditor Agreement, the Master Servicer shall process such
documentation only upon receiving the affirmative approval of the Special
Servicer, and the Special Servicer shall approve such request only upon
receiving the affirmative consent of the Series 2008-C1 Directing
Certificateholder (for the avoidance of doubt, there shall be no deemed
approvals and the time periods for approvals set forth above in this paragraph
shall not apply to such required affirmative approvals).

            (h) In the event of a casualty or condemnation event with respect to
the Mortgaged Property securing the Mortgage Loan identified on Exhibit B hereto
as Lakeside Apartments (Phase II), the Master Servicer or the Special Servicer,
as applicable, shall use reasonable efforts to cause the Borrower to repair
and/or restore such Mortgaged Property in accordance with the related Mortgage
Loan Documents and in no event later than two (2) years after the date of such
casualty or condemnation event.

                  Section 3.30 Master Servicer and Special Servicer May Own
      Certificates

            (a) The Master Servicer and any agent of the Master Servicer in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not the Master Servicer or such
agent; except, with respect to Voting Rights, as set forth in the definition of
"Certificateholder."

            (b) The Special Servicer and any agent of the Special Servicer in
its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not a Special
Servicer or such agent; except, with respect to Voting Rights, as set forth in
the definition of "Certificateholder."

                  Section 3.31 Authenticating Agent

            The Trustee may appoint an Authenticating Agent to execute and to
authenticate Certificates. The Authenticating Agent must be acceptable to the
Trustee and must be a corporation organized and doing business under the laws of
the United States of America or any state, having a principal office and place
of business in a state and city acceptable to the Trustee, having a combined
capital and surplus of at least $15,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or state
authorities. The Trustee shall serve as the initial Authenticating Agent and the
Trustee hereby accepts such appointment.

            Any corporation into which the Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Authenticating Agent
shall be party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

            The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee, the Depositor and
the Master Servicer. The Trustee may at any time terminate the agency of the
Authenticating Agent other than the initial Authenticating Agent by giving
written notice of termination to the Authenticating Agent, the Depositor and the
Master Servicer. Upon receiving a notice of resignation or upon such a
termination, or in case at any time the Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 3.31, the Trustee may
appoint a successor Authenticating Agent, which shall be acceptable to the
Depositor, and shall mail notice of such appointment to all Certificateholders.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 3.31.

            The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trustee. Any
compensation paid to the Authenticating Agent shall be an unreimbursable expense
of the Trustee.

            Notwithstanding the foregoing in this Section 3.31, the appointment
of the Authenticating Agent shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible for all acts and
omissions of the Authenticating Agent.

                  Section 3.32 Series 2008-C1 Directing Certificateholder
      Contact with Master Servicer and Special Servicer

            No less often than on a monthly basis, the Master Servicer and the
Special Servicer shall, without charge, make a knowledgeable Servicing Officer
available via telephone to verbally answer questions from the Series 2008-C1
Directing Certificateholder regarding the performance and servicing of the
Mortgage Loans and/or REO Properties for which such Master Servicer or the
Special Servicer, as the case may be, is responsible. Any such telephone contact
shall be conditioned on the Directing Certificateholder's delivery to the Master
Servicer or Special Servicer, as applicable, of an agreement substantially in
the form of Exhibit R-1 (or such other form reasonably agreed to by the Master
Servicer or the Special Servicer, as applicable).

                  Section 3.33 Certain Matters with Respect to the Mortgage Loan
      Combinations

            (a) The Master Servicer (or, if the related Mortgage Loan
Combination is a Specially Serviced Mortgage Loan, the Special Servicer) shall
service and administer the related Mortgage Loan Combination in a manner
consistent with the related Intercreditor Agreement and, unless another party is
expressly responsible hereunder, shall (subject to the Servicing Standard)
satisfy all of the obligations required to be performed by the "Note A Holder"
(or similar term) or contemplated to be performed by a "Servicer" under the
related Intercreditor Agreement.

            (b) The parties hereto acknowledge the purchase options and cure
rights of the respective B Loan Holders to the extent provided in the related
Intercreditor Agreement (and/or their respective designees and/or
representatives) and shall administer the purchase options and cure rights of
the B Loan Holders in accordance with the terms of the related Intercreditor
Agreement.

            (c) The Master Servicer and the Special Servicer, as applicable,
shall provide to each B Loan Holder (other than a B Loan Holder who is also the
related Borrower or any Affiliate of the related Borrower) (or its designee),
with respect to the related Mortgage Loan Combination, or any related REO
Property, subject to the same conditions and restrictions on the distribution of
information as apply with respect to the Trust Mortgage Loans, the same reports,
documents and other information that the Master Servicer or Special Servicer, as
the case may be, provides to the Trustee with respect to the related Mortgage
Loan Combination or any related REO Property, and on a concurrent basis (unless
an earlier delivery is otherwise expressly provided for herein). The Trustee,
the Master Servicer and Special Servicer each shall provide to each B Loan
Holder (or its designee), with respect to the related Mortgage Loan Combination
or any related REO Property, the same reports, documents and other information
that the Trustee, the Master Servicer or Special Servicer, as the case may be,
provides to the Directing Certificateholder with respect to the related Mortgage
Loan Combination or any related REO Property, and on a concurrent basis. In
addition, the Trustee, the Master Servicer or Special Servicer, as applicable,
shall, upon receipt of a written request, subject to the same conditions and
restrictions on the distribution of information as apply with respect to the
Trust Mortgage Loans, provide to each B Loan Holder (or its designee) (at such
holder's cost) all other reports, documents and information that such holder or
its designee may reasonably request with respect to the related Mortgage Loan
Combination, the Borrower, its B Loan or any related REO Property; provided,
however, that in no event shall a B Loan Holder be provided with any Fair Value
calculation in respect of the related Trust Mortgage Loan.

            (d) If any B Loan Holder purchases the related Mortgage Loan
pursuant to Section 3.33(b), or if any Person purchases the related Mortgage
Loan as a Defaulted Loan pursuant to Section 3.18, then the Person effecting the
purchase must also pay and/or reimburse to the Master Servicer, the Special
Servicer, the Trustee and the Depositor the respective amounts then currently
due and owing to them hereunder with respect to the related Mortgage Loan and
that, pursuant to the related Intercreditor Agreement, would otherwise have been
payable out of future collections on the related Mortgage Loan. Notwithstanding
anything herein to the contrary, any such purchase shall be subject to such
reimbursements.

            (e) If there are any conflicts between this Section 3.33 and any of
the Loan Documents relating to any Mortgage Loan Combination or between this
Section 3.33 and the related Intercreditor Agreement, then such Loan Documents
or such related Intercreditor Agreement shall control.

                  Section 3.34 Certain Matters with Respect to the 450 Lexington
      Avenue Loan

            (a) In the event that any of the 450 Lexington Avenue Trustee, the
450 Lexington Avenue Master Servicer or the 450 Lexington Avenue Special
Servicer shall be replaced in accordance with the terms of the 450 Lexington
Avenue Servicing Agreement, the Master Servicer, the Special Servicer and the
Trustee shall acknowledge any such successor as the successor to the 450
Lexington Avenue Trustee, the 450 Lexington Avenue Master Servicer or the 450
Lexington Avenue Special Servicer, as the case may be.

            (b) The Master Servicer shall deliver, or cause to be delivered, to
the Trustee promptly following receipt from the 450 Lexington Avenue Trustee,
the 450 Lexington Avenue Master Servicer or the 450 Lexington Avenue Special
Servicer, any servicing reports concerning the 450 Lexington Avenue Loan.

            (c) If any servicing advance made with respect to the 450 Lexington
Avenue Whole Loan by the 450 Lexington Avenue Trustee, the 450 Lexington Avenue
Master Servicer or the 450 Lexington Avenue Special Servicer, as the case may
be, under the 450 Lexington Avenue Servicing Agreement is determined to be
nonrecoverable or if any "additional trust fund expenses" are incurred with
respect to the 450 Lexington Avenue Whole Loan, then upon request from any such
party, the Trust's pro rata portion of such nonrecoverable advance or
"additional trust fund expense," as applicable, shall (upon receipt by the
Master Servicer of an itemized invoice, upon which such Master Servicer may
conclusively rely) be paid to any such party from principal collections in the
Collection Account in accordance with the 450 Lexington Avenue Intercreditor
Agreement.

            (d) If, pursuant to Sections 2.03, 3.18 or 9.01, the 450 Lexington
Avenue Loan is purchased from the Trust Fund, the purchaser thereof shall be
bound by the terms of the 450 Lexington Avenue Intercreditor Agreement, and
shall assume the rights and obligations of the "Noteholder" of "Promissory Note
A-2" under the 450 Lexington Avenue Intercreditor Agreement. All portions of the
related Mortgage File and other documents pertaining to the 450 Lexington Avenue
Loan shall be endorsed or assigned to the extent necessary or appropriate to the
purchaser of such loan in its capacity as such "Noteholder."

            (e) If the 450 Lexington Avenue Whole Loan becomes specially
serviced in accordance with the terms of a 450 Lexington Avenue Servicing
Agreement and the 450 Lexington Avenue Trustee or other holders of the 450
Lexington Avenue Companion Loan or its servicing agent notifies the Trustee or
the Master Servicer that the Trustee, as holder of the 450 Lexington Avenue
Loan, or its designee, is entitled to certain consultation with respect to the
450 Lexington Avenue Loan or any related REO Mortgage Loan, then the Master
Servicer or Trustee shall promptly so notify the Special Servicer. For so long
as the Trustee or its designee is entitled to such consultation rights, the
Trustee hereby delegates such consultation rights to the Series 2008-C1
Directing Certificateholder.

            (f) In the event that the "A-1 Note" under the 450 Lexington Avenue
Intercreditor Agreement is no longer an asset in a securitization and the 450
Lexington Avenue Whole Loan is to be serviced pursuant to another servicing
agreement, then obtaining a written confirmation from each Rating Agency to the
effect that the servicing of the 450 Lexington Avenue Whole Loan under such
servicing agreement will not result in an Adverse Rating Event with respect to
any Class of Rated Certificates shall be a condition to the effectiveness of
such successor servicing agreement to the extent provided in the 450 Lexington
Avenue Intercreditor Agreement.

                  Section 3.35 Swap Agreement

            (a) The Trustee is hereby authorized and directed, in its capacity
as the Trustee on behalf and for the benefit of the Trust, to execute and
deliver the Swap Agreement on the Closing Date, to make the representations and
warranties set forth therein, and to perform obligations as described herein
with respect to the Swap Agreement. On or before the Closing Date, the Trustee,
not in its individual capacity but solely in its capacity as Trustee, on behalf
of the Trust, shall enter into the Swap Agreement with the Swap Counterparty.
The Trustee shall, upon receipt of the Swap Upfront Payment on the Closing Date
from the Swap Counterparty, forward such Swap Upfront Payment to the Depositor
to an account designated by the Depositor.

            (b) The Trustee shall confirm each value of LIBOR determined by the
Swap Counterparty in accordance with the terms of the Swap Agreement promptly
upon receiving written notice of such determination from the Swap Counterparty.
Absent manifest error, the Swap Counterparty's determination of LIBOR shall be
binding on the Trustee and the Class A-2FL Certificateholders.

            (c) By 5:00 p.m. (New York City time) on the Business Day prior to
each Master Servicer Remittance Date, based on the Loan Periodic Update File for
the related Collection Period provided by the Master Servicer pursuant to
Section 4.02(b), the Trustee shall notify the Swap Counterparty, as calculation
agent under the Swap Agreement, in writing of (i) the Class Principal Balance of
the Class A-2FL Certificates as of the last day of the calendar month
immediately prior to the related Distribution Date, (ii) the amount of any Yield
Maintenance Charges distributable with respect to the Class A-2FL Regular
Interest for the related Distribution Date, (iii) the amount of interest
distributable with respect to the Class A-2FL Regular Interest pursuant to
Section 4.01(a)(i) for such Distribution Date and required (or deemed) to be
deposited in the Floating Rate Account, (iv) the excess, if any, of (A) the
product of (x) 1/12, (y) the Weighted Average Net Mortgage Pass-Through Rate and
(z) the Class Principal Balance of the Class A-2FL Certificates as of the last
day of the calendar month immediately prior to the related Distribution Date
over (B) the amount of interest distributable with respect to the Class A-2FL
Regular Interest pursuant to Section 4.01(a)(i) for such Distribution Date and
required (or deemed) to be deposited in the Floating Rate Account and (v) the
excess, if any, of (A) the amount of interest distributable with respect to the
Class A-2FL Regular Interest pursuant to Section 4.01(a)(i) for such
Distribution Date required (or deemed) to be deposited in the Floating Rate
Account exceeds (B) the product of (x) 1/12, (y) the Weighted Average Net
Mortgage Pass-Through Rate, and (z) the Class Principal Balance of the Class
A-2FL Certificates as of the last day of the calendar month immediately prior to
that Distribution Date.

            (d) Upon receiving written notice from the Swap Counterparty, as
calculation agent under the Swap Agreement, on the Business Day prior to each
Master Servicer Remittance Date of the value of Class A-2FL Fixed Swap Payment,
the Class A-2FL Floating Swap Payment, the Class A-2FL Net Fixed Swap Payment,
if any, and the Class A-2FL Net Floating Swap Payment, if any, in each case with
respect to the related Distribution Date, the Trustee shall promptly confirm
each such amount.

            (e) On the Class A-2FL Swap Payment Date preceding each Distribution
Date, the Trustee shall remit to the Swap Counterparty the Class A-2FL Net Fixed
Swap Payment, if any, that was deposited into the Floating Rate Account on such
date, in accordance with this Agreement and the Swap Agreement; provided that,
upon and during the continuation of a Swap Default of the nature described in
clause (i) of the definition of "Swap Default" while the Trustee is pursuing
remedies under the Swap Agreement pursuant to this Section 3.35, or following
the termination of the Swap Agreement, the Trustee shall not make such payments
to the Swap Counterparty. Promptly upon receipt of any payment or other receipt
in respect of the Swap Agreement, the Trustee shall deposit the same into the
Floating Rate Account.

            (f) The Trustee shall at all times enforce the Trust's rights under
the Swap Agreement in a commercially reasonable manner. In the event of a Swap
Default, the Trustee shall (i) provide notice of such Swap Default on the date
of such default to the Swap Counterparty and (ii) promptly provide written
notice to the Holders of the Class A-2FL Certificates and shall be required to
take such actions (following the expiration of any applicable grace period
specified in the Swap Agreement), unless otherwise directed in writing by the
Holders of Certificates representing at least 25% of the Class Principal Balance
of the Class A-2FL Certificates, to enforce the rights of the Trust under the
Swap Agreement as may be permitted by the terms thereof, including termination
thereof, subject, and use any Swap Termination Fees received from the Swap
Counterparty to enter into a replacement interest rate swap agreement on
substantially identical terms or on such other terms reasonably acceptable to
the Trustee, with a replacement swap counterparty, subject in each case, to
written confirmation by the Rating Agencies that such action will not result in
a qualification, downgrade or withdrawal of the then-current ratings of the
Certificates. Notwithstanding the foregoing, the Trustee shall not be obligated
to take any enforcement action with respect to the Swap Agreement unless it
receives from the Holders of the Class A-2FL Certificates an indemnity or other
assurance of payment satisfactory to the Trustee with respect to the cost,
expenses and liabilities associated with enforcing the rights of the Trust under
the Swap Agreement, and no such costs, expenses or liabilities will be payable
out of the Trust Fund. If the costs attributable to entering into a replacement
interest rate swap agreement would exceed the amount of any Swap Termination
Fees, a replacement interest rate swap agreement shall not be entered into and
any such proceeds will instead be distributed, pro rata, to the holders of the
Class A-2FL Certificates on the immediately succeeding Distribution Date as part
of the Class A-2FL Interest Distribution Amount for such Distribution Date. If
any replacement swap counterparty pays any fee in connection with the execution
of any replacement interest rate swap agreement with the Trust, the Trustee
shall distribute such fee to the Swap Counterparty up to the amount, if any, of
the Settlement Amount (as defined in the Swap Agreement) that would have been
payable to the Swap Counterparty under the Swap Agreement but for Part 1(f) of
the Schedule thereto and the balance, if any, to the Depositor. In the event the
Swap Counterparty is the defaulting party under the Swap Agreement, the Trustee,
on behalf of the Trust, shall use reasonable efforts to obtain a replacement
swap counterparty, subject to the limitations contained in this Section 3.28(f),
provided that no costs or expenses incurred in connection therewith will be
payable out of the Trust Fund.

            (g) Any Class A-2FL Distribution Conversion shall become permanent
following the determination by the Trustee not to enter into a replacement
interest rate swap agreement and distribution of any Swap Termination Fees to
the Holders of the Class A-2FL Certificates. Any such Swap Default (or
termination of the Swap Agreement) and the consequent Class A-2FL Distribution
Conversion shall not, in and of itself, constitute an Event of Default under
this Agreement.

            (h) Upon any change in the payment terms on the Class A-2FL
Certificates, including as a result of a Class A-2FL Distribution Conversion,
termination of a Class A-2FL Distribution Conversion, a Swap Default or the cure
of a Swap Default, the Trustee shall promptly notify the Depository of the
change in payment terms.

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

                  Section 4.01 Distributions

            (a) On each Distribution Date, the Trustee shall transfer or be
deemed to transfer the Available Distribution Amount from the REMIC I
Distribution Account to the REMIC II Distribution Account in the amounts and
priorities set forth in Section 4.01(b) with respect to each Class of
Uncertificated REMIC I Interests, and immediately thereafter, on each
Distribution Date prior to the date on which the Certificate Balance of the last
outstanding Class of Subordinate Certificates has been reduced to zero, to the
extent of the Available Distribution Amount for such Distribution Date, shall
make distributions in the following order of priority from the REMIC II
Distribution Account, satisfying in full, to the extent required and possible,
each priority before making any distribution with respect to any succeeding
priority from the relevant portion of the Available Distribution Amount:

            (i) concurrently, (A) from that portion of the Available
      Distribution Amount attributable to Loan Group No. 1, to the Class A-1,
      Class A-2, Class A-AB and Class A-3 Certificates and Class A-2FL Regular
      Interest, pro rata, up to the Optimal Interest Distribution Amounts for
      each such Class for such Distribution Date, (B) from that portion of the
      Available Distribution Amount attributable to Loan Group No. 2, to the
      Class A-1-A Certificates, up to the Optimal Interest Distribution Amount
      for such Class for such Distribution Date and (C) from the entire
      Available Distribution Amount, to the Class A-X Certificates, up to the
      Optimal Interest Distribution Amounts for each such Class for such
      Distribution Date; provided, however, that if the Available Distribution
      Amount for any Distribution Date (or the portion thereof attributable to
      either Loan Group) is insufficient to pay in full the Optimal Interest
      Distribution Amount, as provided above, on such Distribution Date, then
      the entire Available Distribution Amount shall be applied to make
      distributions of interest to the Class A-1, Class A-2, Class A-2FL Regular
      Interest, Class A-AB, Class A-3 and Class A-X Certificateholders of, up
      to, and pro rata as among such Classes in accordance with, the respective
      Optimal Interest Distribution Amounts in respect of such Classes of
      Certificates for such Distribution Date;

            (ii) to make distributions of principal to the Class A-1, Class A-2,
      Class A-AB, Class A-3 and Class A-1-A Certificates and the Class A-2FL
      Regular Interest, in reduction of the Certificate Balances thereof, an
      amount up to the Total Principal Distribution Amount for such Distribution
      Date, in the following order of priority:

            First, to the Class A-1-A Certificates, in an amount equal to the
      portion of the Total Principal Distribution Amount for such Distribution
      Date that is attributable to Loan Group No. 2, until the Certificate
      Balance thereof has been reduced to zero;

            Second, to the Class A-AB Certificates, in an amount equal to the
      portion of the Total Principal Distribution Amount for such Distribution
      Date that is attributable to Loan Group No. 1 (and, if the Class Principal
      Balance of the Class A-1-A Certificates has been reduced to zero, the
      portion of the Principal Distribution Amount for such Distribution Date
      that is attributable to Loan Group No. 2) until the Certificate Balance
      thereof has been reduced to the Class A-AB targeted principal balance set
      forth for such Distribution Date on Exhibit Q hereto (net of any portion
      thereof distributed on such Distribution Date to the Holders of the Class
      A-1-A Certificates pursuant to a prior subclause of this clause (ii));

            Third, to the Class A-1 Certificates, in an amount equal to the
      portion of the Total Principal Distribution Amount for such Distribution
      Date that is attributable to Loan Group No. 1 (and, if the Class Principal
      Balance of the Class A-1-A Certificates has been reduced to zero, the
      portion of the Principal Distribution Amount for such Distribution Date
      that is attributable to Loan Group No. 2) until the Certificate Balance
      thereof has been reduced to zero (net of any portion thereof distributed
      on such Distribution Date to the Holders of the Class A-1-A and Class A-AB
      Certificates pursuant to a prior subclause of this clause (ii));

            Fourth, to the Class A-2 Certificates and the Class A-2FL Regular
      Interest, pro rata, in an amount equal to the portion of the Total
      Principal Distribution Amount for such Distribution Date that is
      attributable to Loan Group No. 1 (and, if the Class Principal Balance of
      the Class A-1-A Certificates has been reduced to zero, the portion of the
      Principal Distribution Amount for such Distribution Date that is
      attributable to Loan Group No. 2) until the Certificate Balances thereof
      have been reduced to zero (net of any portion thereof distributed on such
      Distribution Date to the Holders of the Class A-1-A, Class A-AB and Class
      A-1 Certificates pursuant to a prior subclause of this clause (ii));

            Fifth, to the Class A-3 Certificates, in an amount equal to the
      portion of the Total Principal Distribution Amount for such Distribution
      Date that is attributable to Loan Group No. 1 (and, if the Class Principal
      Balance of the Class A-1-A Certificates has been reduced to zero, the
      portion of the Principal Distribution Amount for such Distribution Date
      that is attributable to Loan Group No. 2) until the Certificate Balance
      thereof has been reduced to zero (net of any portion thereof distributed
      on such Distribution Date to the Holders of the Class A-1-A, Class A-AB,
      Class A-1 and Class A-2 Certificates and the Class A-2FL Regular Interest
      pursuant to a prior subclause of this clause (ii));

            Sixth, to the Class A-AB Certificates, in an amount equal to the
      portion of the Total Principal Distribution Amount for such Distribution
      Date that is attributable to Loan Group No. 1 (and, if the Class Principal
      Balance of the Class A-1-A Certificates has been reduced to zero, the
      portion of the Principal Distribution Amount for such Distribution Date
      that is attributable to Loan Group No. 2) until the Certificate Balance
      thereof has been reduced to zero (net of any portion thereof distributed
      on such Distribution Date to the Holders of the Class A-1-A, Class A-AB,
      Class A-1, Class A-2 and Class A-3 Certificates and the Class A-2FL
      Regular Interest pursuant to a prior subclause of this clause (ii)); and

            Seventh, to the Class A-1-A Certificates, in an amount equal to the
      entire Total Principal Distribution Amount for such Distribution Date that
      is attributable to Loan Group No. 1 until the Certificate Balance thereof
      has been reduced to zero (net of any portion thereof distributed on such
      Distribution Date to the Holders of the Class A-1-A, Class A-1, Class A-2,
      Class A-3 and Class A-AB Certificates and the Class A-2FL Regular Interest
      pursuant to a prior subclause of this clause (ii) and net of any
      distribution of principal made to the Class A-1-A Certificates on such
      Distribution Date in respect of Loan Group No. 2 pursuant to subclause
      First of this clause (ii));

      provided, however, that, notwithstanding the immediately preceding
      subclauses First through Seventh, on each Distribution Date coinciding
      with or following the Senior Principal Distribution Cross-Over Date, and
      in any event on the Final Distribution Date, the Trustee shall make
      distributions of principal to the Holders of the Class A-1-A, Class A-1,
      Class A-2, Class A-AB and Class A-3 Certificates and the Class A-2FL
      Regular Interest, on a pro rata basis, in accordance with the respective
      Certificate Balances of those Classes outstanding immediately prior to
      such Distribution Date, until the Certificate Balance of each such Class
      has been reduced to zero, in an aggregate amount equal to the entire
      Principal Distribution Amount for such Distribution Date;

            (iii) to the Class A-1, Class A-2, Class A-AB, Class A-3 and Class
      A-1-A Certificates and the Class A-2FL Regular Interest, pro rata (based
      on the aggregate unreimbursed Realized Loss previously allocated to each
      such Class), until all amounts of such Realized Loss previously allocated
      to such Classes, but not previously reimbursed, have been reimbursed in
      full;

            (iv) to the Class A-M Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (v) to the Class A-M Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (vi) to the Class A-M Certificates, until all amounts of such
      Realized Loss previously allocated to the Class A-M Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (vii) to the Class A-J Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (viii) to the Class A-J Certificates, in reduction of the
      Certificate Balance thereof, an amount up to the Remaining Principal
      Distribution Amount for such Distribution Date until such Certificate
      Balance has been reduced to zero;

            (ix) to the Class A-J Certificates, until all amounts of such
      Realized Loss previously allocated to the Class A-J Certificates, but not
      previously reimbursed, have been reimbursed in full;

            (x) to the Class B Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xi) to the Class B Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xii) to the Class B Certificates, until all amounts of Realized
      Loss previously allocated to the Class B Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xiii) to the Class C Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xiv) to the Class C Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xv) to the Class C Certificates, until all amounts of Realized Loss
      previously allocated to the Class C Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xvi) to the Class D Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xvii) to the Class D Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xviii) to the Class D Certificates, until all amounts of Realized
      Loss previously allocated to the Class D Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xix) the Class E Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xx) to the Class E Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxi) to the Class E Certificates, until all amounts of Realized
      Loss previously allocated to the Class E Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xxii) to the Class F Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxiii) to the Class F Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxiv) to the Class F Certificates, until all amounts of Realized
      Loss previously allocated to the Class F Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xxv) to the Class G Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xxvi) to the Class G Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxvii) to the Class G Certificates, until all amounts of Realized
      Loss previously allocated to the Class G Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xxviii) to the Class H Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxix) to the Class H Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxx) to the Class H Certificates, until all amounts of Realized
      Loss previously allocated to the Class H Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xxxi) to the Class J Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxxii) to the Class J Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxxiii) to the Class J Certificates, until all amounts of Realized
      Loss previously allocated to the Class J Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xxxiv) to the Class K Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxxv) to the Class K Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xxxvi) to the Class K Certificates, until all amounts of Realized
      Loss previously allocated to the Class K Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xxxvii) to the Class L Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xxxviii) to the Class L Certificates, in reduction of the
      Certificate Balance thereof, an amount up to the Remaining Principal
      Distribution Amount for such Distribution Date until such Certificate
      Balance has been reduced to zero;

            (xxxix) to the Class L Certificates, until all amounts of Realized
      Loss previously allocated to the Class L Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xl) to the Class M Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (xli) to the Class M Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xlii) to the Class M Certificates, until all amounts of Realized
      Loss previously allocated to the Class M Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xliii) to the Class N Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xliv) to the Class N Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xlv) to the Class N Certificates, until all amounts of Realized
      Loss previously allocated to the Class N Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xlvi) to the Class O Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (xlvii) to the Class O Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (xlviii) to the Class O Certificates, until all amounts of Realized
      Loss previously allocated to the Class O Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (xlix) to the Class P Certificates, in respect of interest, up to
      the Optimal Interest Distribution Amount for such Class for such
      Distribution Date;

            (l) to the Class P Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (li) to the Class P Certificates, until all amounts of Realized Loss
      previously allocated to the Class P Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (lii) to the Class Q Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (liii) to the Class Q Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (liv) to the Class Q Certificates, until all amounts of Realized
      Loss previously allocated to the Class Q Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (lv) to the Class S Certificates, in respect of interest, up to the
      Optimal Interest Distribution Amount for such Class for such Distribution
      Date;

            (lvi) to the Class S Certificates, in reduction of the Certificate
      Balance thereof, an amount up to the Remaining Principal Distribution
      Amount for such Distribution Date until such Certificate Balance has been
      reduced to zero;

            (lvii) to the Class S Certificates, until all amounts of Realized
      Loss previously allocated to the Class S Certificates, but not previously
      reimbursed, have been reimbursed in full;

            (lviii) to the Class R Certificates, the amount, if any, remaining
      in the REMIC II Distribution Account after all other distributions
      pursuant to this Section 4.01(a) and Section 4.01(e).

            Notwithstanding the foregoing, on each Distribution Date occurring
on or after the date on which the Certificate Balance of the last outstanding
Class of Subordinate Certificates has been reduced to zero, the Trustee shall
apply amounts on deposit in the REMIC II Distribution Account in the following
order of priority: (i) concurrently, to the Class A-1, Class A-2, Class A-AB,
Class A-3, Class A-1-A and Class A-X Certificates and the Class A-2FL Regular
Interest, pro rata, in respect of the Optimal Interest Distribution Amount
allocable to each such Class; (ii) to the Class A-1, Class A-2, Class A-AB,
Class A-3 and Class A-1-A Certificates and the Class A-2FL Regular Interest, pro
rata in reduction of the Certificate Balances thereof, until the Certificate
Balance of each such Class has been reduced to zero; and (iii) to the Class A-1,
Class A-2, Class A-AB, Class A-3 and Class A-1-A Certificates and the Class
A-2FL Regular Interest, pro rata (based on the aggregate unreimbursed Realized
Loss previously allocated to such Class) until all amounts of such Realized Loss
previously allocated to such Classes but not previously reimbursed have been
reimbursed in full.

            (b) On each Distribution Date, each Uncertificated REMIC I Interest
shall be deemed to receive distributions from the REMIC I Distribution Account
in respect of principal or reimbursement of Realized Loss in an amount equal to
the amount of principal or reimbursement of Realized Loss distributable to such
Uncertificated REMIC I Interest's respective Class of Corresponding Certificates
as provided in Section 4.01(a) (the "REMIC I Distribution Amount").

            During each Interest Accrual Period, each Uncertificated REMIC I
Interest shall accrue interest in an amount equal to the product of the REMIC I
Principal Amount of each such Uncertificated REMIC I Interest and the Weighted
Average Net Mortgage Pass-Through Rate. On each Distribution Date, each
Uncertificated REMIC I Interest shall be deemed to receive distributions in
respect of interest in an amount equal to the sum of (i) the amount of interest
that will actually be distributed in respect of such Uncertificated REMIC I
Interest's Corresponding Certificates and (ii) the amount of interest that will
actually be distributed in respect of such Uncertificated REMIC I Interest's
Corresponding Component. In all events, the amount accrued in respect of each
Uncertificated REMIC I Interest less Uncovered Prepayment Interest Shortfalls
allocated thereto pursuant to Section 4.01(j) and less the amount actually
distributed in respect of such Uncertificated REMIC I Interests shall equal the
sum of (x) the Interest Shortfall Amount allocated to such Uncertificated REMIC
I Interest's Corresponding Certificates and (y) the Interest Shortfall Amount
allocated to the Corresponding Components of the Class A-X Certificates and
attributable to such Uncertificated REMIC I Interest.

            Such amounts distributed to the Uncertificated REMIC I Interests in
respect of principal, interest and reduction of Realized Loss with respect to
any Distribution Date shall be deemed to be deposited by the Trustee on such
Distribution Date in the REMIC II Distribution Account, with a credit for
amounts distributed in respect of the Class LA-2FL Uncertificated Interest in
respect of the Class A-2FL Net Fixed Swap Payment on the preceding Class A-2FL
Swap Payment Date pursuant to Section 3.04(b) and Section 3.35(e).

            The initial REMIC I Principal Amount of each Uncertificated REMIC I
Interest equals the respective Original REMIC I Principal Amount. The REMIC I
Principal Amount of each Uncertificated REMIC I Interest as of any date equals
the Original REMIC I Principal Amount of such Uncertificated REMIC I Interest
less the principal allocated thereto pursuant to the first and second paragraphs
of this Section 4.01(b) and Realized Losses allocated thereto pursuant to
Section 4.04(c). As of any date, payments of principal in respect of the Trust
Mortgage Loans and the Realized Loss shall be allocated to the Uncertificated
REMIC I Interests such that the REMIC I Principal Amount after application of
any Realized Loss of each Uncertificated REMIC I Interest less the cumulative
amount of Realized Loss allocated to such Uncertificated REMIC I Interest equals
the Certificate Balance of the Corresponding Certificates after the application
of any Realized Loss with respect thereto and the cumulative amount of Realized
Loss allocated to such Class of Corresponding Certificates.

            Interest Shortfall Amounts allocated to the Class A-X Certificates
shall be attributed to the Uncertificated REMIC I Interests to the extent of
their Related Components, pro rata, based on interest accrued on such
Components. Any amounts so allocated shall have the same seniority as interest
payments due on the Class A-X Certificates. Prepayment Interest Shortfalls shall
be allocated to each Class of Uncertificated REMIC I Interests pro rata on the
basis of their respective interest entitlements.

            Any amount that remains in the REMIC I Distribution Account on each
Distribution Date after distribution on the Uncertificated REMIC I Interests and
distribution of Yield Maintenance Charges pursuant to Section 4.01(d) shall be
distributed to the Holders of the Class LR Certificates (but only to the extent
of the Available Distribution Amount for such Distribution Date remaining in the
REMIC I Distribution Account, if any).

            (c) [Reserved]

            (d) On each Master Servicer Remittance Date, the Master Servicer
shall remit all Yield Maintenance Charges to the Trustee for deposit into the
REMIC I Distribution Account for payment to the Uncertificated REMIC I
Interests. On each Distribution Date, the Trustee shall withdraw from the REMIC
I Distribution Account an aggregate amount equal to all such Yield Maintenance
Charges actually collected on the Trust Mortgage Loans or any REO Trust Mortgage
Loans during the related Collection Period and shall distribute such amount to
the Uncertificated REMIC I Interests, pro rata in proportion to their
outstanding REMIC I Principal Amounts.

            (e) On each Distribution Date, the Trustee shall withdraw any
amounts on deposit in the REMIC II Distribution Account that represent Yield
Maintenance Charges actually collected on the Trust Mortgage Loans or REO Trust
Mortgage Loans during the related Collection Period and remitted in respect of
the Uncertificated REMIC I Interests pursuant to Section 4.01(d), and shall
distribute such amounts to the Class A-1, Class A-2, Class A-AB, Class A-3,
Class A-1-A, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F,
Class G, Class H and Class K Certificates and the Class A-2FL Regular Interest
in an amount that shall, as to each such Class equal to the product of (a) a
fraction whose numerator is the amount distributed as principal to such Class on
such Distribution Date that is attributable to the Loan Group that includes the
prepaid Trust Mortgage Loan, and whose denominator is the total amount
distributed as principal to the Class A-1, Class A-2, Class A-AB, Class A-3,
Class A-1-A, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P,
Class Q and Class S Certificates and the Class A-2FL Regular Interest on such
Distribution Date that is attributable to the Loan Group that includes the
prepaid Trust Mortgage Loan, (b) the Base Interest Fraction for the related
Principal Prepayment and such Class of Certificates and (c) the aggregate amount
of Yield Maintenance Charges collected on such Principal Prepayment during the
related Collection Period. Any Yield Maintenance Charges collected during the
related Collection Period remaining after such distributions shall be
distributed entirely to the Holders of the Class A-X Certificates. For purposes
of determining the portion of any Yield Maintenance Charge that is distributable
to the Holders of any Class of Yield Maintenance Certificates and the Class
A-2FL Regular Interest on any Distribution Date, the relevant "Yield Rate" shall
be the same yield or discount rate (exclusive of any applicable spread) used to
calculate such Yield Maintenance Charge, with such yield or discount rate
(exclusive of any applicable spread) converted to a monthly equivalent rate
(regardless of whether any similar conversion occurred at the loan level). The
relevant Yield Rate shall be provided promptly by the Master Servicer to the
Trustee. Any Yield Maintenance Charges payable to the Class A-2FL Regular
Interest shall be paid to the Swap Counterparty on the Distribution Date under
and in accordance with the Swap Agreement.

            (f) On any applicable Distribution Date, any Excess Interest
collected for such Distribution Date shall be distributed from the Excess
Interest Distribution Account to the Class V Certificates.

            (g) All distributions made with respect to each Class on each
Distribution Date shall be allocated pro rata among the outstanding Certificates
in such Class based on their respective Percentage Interests. Except as
otherwise specifically provided in Sections 4.01(h), 4.01(i) and 9.01, all such
distributions with respect to each Class on each Distribution Date shall be made
to the Certificateholders of record of the respective Class at the close of
business on the related Record Date and shall be made by wire transfer of
immediately available funds to the account of any such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Paying Agent with written wiring
instructions prior to the related Record Date (which wiring instructions may be
in the form of a standing order applicable to all subsequent Distribution Dates)
or otherwise by check mailed to the address of such Certificateholder as it
appears in the Certificate Register. The final distribution on each Certificate
(determined without regard to any possible future reimbursement of Realized Loss
previously allocated to such Certificate) shall be made in like manner, but only
upon presentation and surrender of such Certificate at the offices of the
Trustee or such other location specified in the notice to Certificateholders of
such final distribution.

            Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Depositor, the Master Servicer, the Special Servicer, the Underwriters or the
Initial Purchasers shall have any responsibility therefor except as otherwise
provided by this Agreement or applicable law.

            (h) Except as otherwise provided in Section 9.01, whenever the
Trustee expects that the final distribution with respect to any Class of
Certificates (determined without regard to any possible future reimbursement of
any amount of Realized Loss previously allocated to such Class of Certificates)
will be made on the next Distribution Date, the Trustee shall, as soon as
practicable prior to the final Distribution Date for such Class, post a notice
on the Website to the effect that no interest shall accrue on such Certificates
from and after such Distribution Date.

            Any funds not distributed to any Holder or Holders of Certificates
of any Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(h) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee, directly or through an agent, shall take such steps
to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust hereunder by the Trustee as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 4.01(h).

            (i) Distributions in reimbursement of Realized Loss previously
allocated to the Regular Certificates (other than the Class A-2FL Certificates)
and the Class A-2FL Regular Interest shall be made in the amounts and manner
specified in Section 4.01(a) to the Holders of the respective Class otherwise
entitled to distributions of interest and principal on such Class on the
relevant Distribution Date; provided, however, that all distributions in
reimbursement of Realized Loss previously allocated to a Class of Certificates
(in the case of the Class A-2FL Certificates, through the Class A-2FL Regular
Interest) that has since been retired shall be to the prior Holders that
surrendered the Certificates of such Class upon retirement thereof and shall be
made by check mailed to the address of each such prior Holder last shown in the
Certificate Register, and such amounts shall be deemed to have been distributed
from REMIC I to REMIC II in each case as such Realized Loss was allocated to the
Uncertificated REMIC I Interests pursuant to Section 4.04(c). Notice of any such
distribution to a prior Holder shall be made in accordance with Section 10.05 at
such last address. The amount of the distribution to each such prior Holder
shall be based upon the aggregate Percentage Interest evidenced by the
Certificates surrendered thereby. If the check mailed to any such prior Holder
is returned uncashed, then the amount thereof shall be set aside and held
uninvested in trust for the benefit of such prior Holder, and the Trustee shall
attempt to contact such prior Holder in the manner contemplated by Section
4.01(h) as if such Holder had failed to surrender its Certificates.

            (j) Shortfalls in the Available Distribution Amount on any
Distribution Date resulting from Uncovered Prepayment Interest Shortfall Amounts
shall be allocated to each Class of Regular Certificates (other than the Class
A-2FL Certificates) and the Class A-2FL Regular Interest, pro rata, based on the
Accrued Certificate Interest Amount distributable to each such Class on such
Distribution Date. Uncovered Prepayment Interest Shortfall Amounts so allocated
to the Regular Certificates (other than the Class A-2FL Certificates) and the
Class A-2FL Regular Interest (in the case of the Class A-X Certificates, pro
rata, to the related Components based on interest accrued) shall be allocated to
the Corresponding Uncertificated REMIC I Interests.

            (k) Shortfalls in the Available Distribution Amount resulting from
unanticipated Trust Fund indemnification expenses incurred pursuant to Section
6.03 and Section 8.05 shall be allocated to the most subordinate Class of
Principal Balance Certificates then outstanding, until the Certificate Balance
thereof equals zero, and then to the next most subordinate Class of Principal
Balance Certificates then outstanding; provided, that with respect to the Senior
Certificates shortfalls shall be allocated pro rata (in the case of the Class
A-2FL Certificates, in respect of the Class A-2FL Regular Interest).

            (l) Notwithstanding anything in this Agreement to the contrary, all
distributions allocable to the Class A-2FL Regular Interest shall be deposited
(or deemed deposited) into the Floating Rate Account pending distribution
thereof to the Class A-2FL Certificateholders and/or with respect to interest
distributions, the Swap Counterparty. In addition, for so long as the Swap
Agreement remains in effect, amounts described in this Agreement as being
distributable on or allocable to the Class A-2FL Regular Interest with respect
to any Distribution Date (including distributions of Yield Maintenance Charges)
shall be determined (taking into account all of the applicable payment
priorities and the then known available funds) as of the Class A-2FL Swap
Payment Date preceding such Distribution Date, and the Class A-2FL Net Fixed
Swap Payment and other amounts due the Swap Counterparty will be deemed to be
withdrawn from the Distribution Account and transferred to the Floating Rate
Account on such Class A-2FL Swap Payment Date, and the balance of the amount
distributable to Class A-2FL Certificateholders shall be deemed to be
transferred to the Floating Rate Account on the related Distribution Date.

            Subject to Section 3.35, on each Distribution Date, the Trustee
shall apply amounts on deposit in the Floating Rate Account for the following
purposes and in the following order of priority, in each case to the extent of
the Class A-2FL Available Funds for such Distribution Date:

            (i) to make distributions of interest to the Holders of the Class
      A-2FL Certificates, up to the Class A-2FL Interest Distribution Amount for
      such Distribution Date;

            (ii) to make distributions of principal to the Holders of the Class
      A-2FL Certificates, in reduction of the Class Principal Balance thereof,
      up to the Class A-2FL Principal Distribution Amount for such Distribution
      Date, until such Class Principal Balance has been reduced to zero;

            (iii) to reimburse the Holders of the Class A-2FL Certificates,
      until all amounts of Realized Loss previously allocated to the Class A-2FL
      Certificates, but not previously reimbursed, have been reimbursed in full;
      and

            (iv) to the Holders of the Class A-2FL Certificates, any remaining
      amount.

            (m) For so long as the Swap Agreement is in effect and there is no
default thereunder as set forth in clause (i) of the definition of Swap Default
on the part of the Swap Counterparty, all Yield Maintenance Charges allocable to
the Class A-2FL Regular Interest shall be payable to the Swap Counterparty
pursuant to the terms of the Swap Agreement. However, during the occurrence of a
default thereunder as set forth in clause (i) of the definition of Swap Default
on the part of the Swap Counterparty under the Swap Agreement or if the Swap
Agreement is terminated and a replacement Swap Agreement is not obtained, then
all Yield Maintenance Charges distributed to the Floating Rate Account with
respect to the Class A-2FL Regular Interest shall be distributed by the Trustee
to the Holders of the Class A-2FL Certificates on the subject Distribution Date.

            (n) The rights of the Certificateholders and the Class A-2FL Regular
Interest to receive distributions from the proceeds of the Trust Fund in respect
of their Certificates or the Class A-2FL Regular Interest, as applicable, and
all rights and interests of the Certificateholders and the Class A-2FL Regular
Interest in and to such distributions, shall be as set forth in this Agreement.
Neither the Holders of any Class of Certificates nor the Class A-2FL Regular
Interest nor any party hereto shall in any way be responsible or liable to the
Holders of any other Class of Certificates or the Class A-2FL Regular Interest
in respect of amounts previously distributed on the Certificates in accordance
with this Agreement.

                  Section 4.02 Trustee Report; Certain Other Reports

            (a) Based solely on information provided to the Trustee by the
Master Servicer pursuant to Section 3.12 and this Section 4.02, the Trustee
shall prepare (or cause to be prepared) and, on each Distribution Date, provide
or make available electronically (or, upon request, by first class mail) to each
Privileged Person a statement substantially in the form of, and containing the
information set forth in, Exhibit E hereto (the "Trustee Report"), detailing the
distributions on such Distribution Date and the performance, both in the
aggregate and individually to the extent available, of the Trust Mortgage Loans
and the Mortgaged Properties; provided that the Trustee need not deliver to any
Privileged Person or the Series 2008-C1 Directing Certificateholder any Trustee
Report that has been made available to such Person via the Trustee's Website as
provided below; and provided, further, that the Trustee has no affirmative
obligation to discover the identities of Certificate Owners and need only react
to Persons claiming to be Certificate Owners in accordance with Section 5.06;
and provided, further, that during any period that reports are required to be
filed with the Commission with respect to the Trust pursuant to Section 15(d) of
the Exchange Act, each recipient of the Trustee Report shall be deemed to have
agreed to keep confidential the information therein until such Trustee Report is
filed with the Commission.

            The Trustee shall have no obligation to provide the information or
reports described in this Section 4.02(a) until it has received the requisite
information or reports from the Master Servicer provided for herein, and the
Trustee shall not be in default hereunder due to a delay in providing the
Certificateholder Reports caused by the Master Servicer's or the Special
Servicer's failure to timely deliver any information or reports hereunder. None
of the Master Servicer, the Special Servicer or the Trustee shall be responsible
for the accuracy or completeness of any information supplied to it by a
Borrower, each other or a third party, and accepted by it in good faith, that is
included in any reports, statements, materials or information prepared or
provided by the Master Servicer, the Special Servicer or the Trustee, as
applicable. None of the Trustee, the Master Servicer or the Special Servicer
shall have any obligation to verify the accuracy or completeness of any
information provided by a Borrower, a third party or each other.

            The Trustee shall make available each month, to the general public,
the related Trustee Report via its Website. In addition, the Trustee shall make
available each month, via its Website to the extent received by the Trustee, on
a restricted basis solely to Privileged Persons, (i) the Unrestricted Master
Servicer Reports, (ii) the CMSA Loan Periodic Update File, the CMSA Loan Setup
File, CMSA Bond Level File and the CMSA Collateral Summary File, (iii) and any
other report at the direction of the Depositor and (iv) as a convenience to the
general public (and not in furtherance of the distribution thereof under the
securities laws), the Prospectus and this Agreement. Upon notification by the
Depositor that the Initial Purchasers have sold the Non-Registered Certificates
to unaffiliated third parties, the Trustee shall remove the restriction provided
for in the preceding sentence and shall make such reports and documents
available to the general public. The Trustee shall also make available each
month, on a restricted basis to any Privileged Person via its Website, to the
extent received by the Trustee, (i) the Restricted Master Servicer Reports, (ii)
the CMSA Property File and (iii) any other report at the direction of the
Depositor. During any period that reports are required to be filed with the
Commission with respect to the Trust pursuant to Section 15(d) of the Exchange
Act, each recipient of information regarding the Trust on the Trustee's Website
shall be deemed to have agreed to keep confidential such information until such
information is filed with the Commission, and the Trustee's Website shall bear a
legend to the following effect:

            No recipient shall use or disclose the information contained on this
            website in any manner which could result in a violation of any
            provision of the Securities Act of 1933 or the Securities Exchange
            Act of 1934 or would require registration of any Non-Registered
            Certificates pursuant to Section 5 of the Securities Act of 1933.

            The Trustee makes no representations or warranties as to the
accuracy or completeness or any report, document or other information made
available on its Website and assumes no responsibility therefor. In addition,
the Trustee may disclaim responsibility for any information distributed by the
Trustee for which it is not the original source.

            In connection with providing access to the Trustee's Website, the
Trustee may require registration and the acceptance of a disclaimer. The Trustee
shall not be liable for the dissemination of information in accordance herewith.
Questions regarding the Trustee's Website can be directed to the Trustee's CMBS
customer service desk at (866) 846-4526 or such other number as the Trustee may
hereinafter specify.

            The Trustee shall be entitled to rely on but shall not be
responsible for the content or accuracy of any information provided by third
parties for purposes of preparing the Trustee Report and may affix thereto any
disclaimer it deems appropriate in its reasonable discretion (without suggesting
liability on the part of any other party hereto).

            (b) Within a reasonable period of time after the end of each
calendar year, the Trustee shall prepare, or cause to be prepared, and mail to
each Person who at any time during the calendar year was a Certificateholder (i)
a statement containing the aggregate information set forth on pages 2 and 3 of
Exhibit E hereto for such calendar year or applicable portion thereof during
which such person was a Certificateholder and (ii) such other customary
information as the Trustee deems necessary or desirable for Certificateholders
to prepare their federal, state and local income tax returns, including the
amount of original issue discount accrued on the Certificates, if applicable.
The obligations of the Trustee in the immediately preceding sentence shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of the
Code. As soon as practicable following the request of any Certificateholder in
writing, the Trustee shall furnish to such Certificateholder such information
regarding the Trust Mortgage Loans and the Mortgaged Properties as such
Certificateholder may reasonably request and, as has been furnished to, or may
otherwise be in the possession of, the Trustee. The Master Servicer and the
Special Servicer shall promptly provide to the Depositor and the Trustee such
information regarding the Trust Mortgage Loans and the Mortgaged Properties as
such party may reasonably request and that has been furnished to, or may
otherwise be in the possession of, such Master Servicer or the Special Servicer,
as the case may be.

                  Section 4.03 P&I Advances

            (a) On or before 2:00 p.m., New York City time, on each Master
Servicer Remittance Date, the Master Servicer shall, subject to Section 4.03(c),
either (i) remit from its own funds to the Trustee for deposit into the
Distribution Account an amount equal to the aggregate amount of P&I Advances, if
any, to be made by such Master Servicer for the related Distribution Date, (ii)
apply amounts held in the Collection Account for future distribution to
Certificateholders in subsequent months in discharge of any such obligation to
make such P&I Advances, or (iii) make such P&I Advances in the form of any
combination of (i) and (ii) aggregating the total amount of such P&I Advances to
be made by such Master Servicer. Any amounts held in the Collection Account for
future distribution and so used to make P&I Advances shall be appropriately
reflected in such Master Servicer's records and replaced by such Master Servicer
by deposit in the Collection Account prior to the next succeeding Master
Servicer Remittance Date (to the extent not previously replaced through the
deposit of Late Collections of the delinquent principal and interest in respect
of which such P&I Advances were made). If, as of 4:00 p.m., New York City time,
on any Master Servicer Remittance Date, the Master Servicer shall not have made
any P&I Advance required to be made by it on such date pursuant to this Section
4.03(a) (and shall not have delivered to the Trustee the Officer's Certificate
and other documentation related to a determination of nonrecoverability of a P&I
Advance pursuant to Section 4.03(c)) or, to the actual knowledge of a
Responsible Officer of the Trustee, shall not have remitted any other amounts
required to be remitted by such Master Servicer on such date, then the Trustee
shall provide notice of such failure to such Master Servicer by facsimile
transmission as soon as possible, but in any event before 5:00 p.m., New York
City time, on such Master Servicer Remittance Date. If after such notice the
Trustee does not receive the full amount of such P&I Advances by 11:00 a.m., New
York City time, on the related Distribution Date, then the Trustee shall (not
later than 12:00 noon, New York City time, on the related Distribution Date)
make the portion of such P&I Advances that was required to be, but was not, made
or remitted, as the case may be, by such Master Servicer with respect to the
related Distribution Date.

            (b) The aggregate amount of P&I Advances to be made by the Master
Servicer for any Distribution Date, subject to Section 4.03(c), shall equal the
aggregate of all Monthly Payments (other than Balloon Payments) and any Assumed
Scheduled Payments, in each case net of any related Master Servicing Fees, due
or deemed due, as the case may be, in respect of the Trust Mortgage Loans
(including Balloon Trust Mortgage Loans delinquent as to their respective
Balloon Payments) and any REO Trust Mortgage Loans on their respective Due Dates
during the related Collection Period, in each case to the extent such amount was
not paid by or on behalf of the related Borrower or otherwise collected by or on
behalf of the Trust as of the close of business on the related Determination
Date; provided that, if an Appraisal Reduction Amount exists with respect to any
Trust Mortgage Loan or REO Trust Mortgage Loan, then the interest portion of any
P&I Advance required to be made in respect of such Trust Mortgage Loan or REO
Trust Mortgage Loan, as the case may be, for the related Distribution Date shall
be reduced (it being herein acknowledged that there shall be no reduction in the
principal portion of such P&I Advance) to equal the product of (i) the amount of
the interest portion of such P&I Advance that would otherwise be required to be
made in respect of such Trust Mortgage Loan or REO Trust Mortgage Loan, as the
case may be, for such Distribution Date without regard to this proviso,
multiplied by (ii) a fraction, expressed as a percentage, the numerator of which
shall equal the Stated Principal Balance of such Trust Mortgage Loan or REO
Trust Mortgage Loan, as the case may be, immediately prior to such Distribution
Date, net of the related Appraisal Reduction Amount (in the case of an A Loan in
a Mortgage Loan Combination, to the extent allocated to such A Loan herein), and
the denominator of which shall equal the Stated Principal Balance of such Trust
Mortgage Loan or REO Trust Mortgage Loan, as the case may be, immediately prior
to such Distribution Date.

            (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. Also, notwithstanding anything herein
to the contrary, no P&I Advance shall be required to be made hereunder in
respect of any B Loan or any successor REO B Loan. The Master Servicer shall not
make any Advance in respect of any Penalty Charges, Yield Maintenance Charge or
Excess Interest.

            (d) Subject to the last two sentences of this Section 4.03(d), the
Master Servicer and the Trustee shall be entitled to receive interest at the
Reimbursement Rate in effect from time to time, accrued on the amount of each
P&I Advance made thereby (with its own funds), for so long as such P&I Advance
is outstanding (or, if such P&I Advance was made prior to the end of any grace
period applicable to the subject delinquent Monthly Payment, for so long as such
P&I Advance is outstanding following the end of such grace period). Such
interest with respect to any P&I Advance shall be payable: (i) first, out of any
Penalty Charges subsequently collected on the particular Trust Mortgage Loan or
REO Trust Mortgage Loan as to which such P&I Advance relates; and (ii) then,
after such P&I Advance is reimbursed, but only if and to the extent that such
Penalty Charges are insufficient to cover such Advance Interest, out of general
collections on the Trust Mortgage Loans and REO Properties on deposit in the
Collection Account; provided that interest earned on any P&I Advances made with
respect to the A Loan of a Mortgage Loan Combination or any successor REO Trust
Mortgage Loan in respect thereof shall be payable out of the related Mortgage
Loan Combination Custodial Account, to the maximum extent permitted by the
related Intercreditor Agreement, before being paid out of general collections on
the Mortgage Pool on deposit in the Collection Account. The Master Servicer
shall reimburse itself or the Trustee, as applicable, for any outstanding P&I
Advance made thereby with respect to any Trust Mortgage Loan or REO Trust
Mortgage Loan, as soon as practicable after funds available for such purpose are
deposited in the Collection Account. Notwithstanding the foregoing, upon a
determination that a P&I Advance previously made with respect to the Mortgage
Pool is a Nonrecoverable P&I Advance, the Master Servicer may reimburse itself
or the Trustee, as applicable, immediately from general collections in the
Collection Account, with such reimbursement to be made first from the Loan Group
as to which the Nonrecoverable P&I Advance relates and then out of the other
Loan Group. Notwithstanding the foregoing, instead of obtaining reimbursement
out of general collections on the Mortgage Pool immediately (as contemplated by
Section 3.05(a)(vi)), the Master Servicer or the Trustee, as applicable, may, in
its sole discretion, after reimbursement of such amounts up to the principal
portions of general collections, elect to obtain reimbursement for such
Nonrecoverable P&I Advance over a period of time (not to exceed 12 months) and
the unreimbursed portion of such P&I Advance will accrue interest at the
Reimbursement Rate in effect from time to time. At any time after such a
determination to obtain reimbursement over time in accordance with the preceding
sentence, the Master Servicer or the Trustee, as applicable, may, in its sole
discretion, decide to obtain reimbursement immediately. The Master Servicer's or
the Trustee's, as applicable, agreement to defer reimbursement of any
Nonrecoverable P&I Advance as set forth above is an accommodation to the
Certificateholders and shall not be construed as an obligation on the part of
the Master Servicer or the Trustee, as applicable, or a right of the
Certificateholders. Nothing herein shall be deemed to create in the
Certificateholders a right to prior payment of distributions over the Master
Servicer's or the Trustee's, as applicable, right to reimbursement for P&I
Advances (deferred or otherwise) as provided in this Agreement. The fact that a
decision to recover such Nonrecoverable P&I Advance over time, or not to do so,
benefits some Classes of Certificateholders to the detriment of other Classes
shall not constitute a violation of the Servicing Standard by the Master
Servicer or a breach of any fiduciary duty owed to the Certificateholders by the
Trustee, or a breach of any other contractual obligation owed to the
Certificateholders by any party to this Agreement. In no event shall interest
accrue in accordance with this Section 4.03(d) on any P&I Advance as to which
the corresponding Late Collection was received by or on behalf of the Trust as
of the related Master Servicer Remittance Date. In addition, the Master Servicer
shall not be entitled to Advance Interest on any particular P&I Advance made
thereby to the extent a payment is received but is being held by or on behalf of
such Master Servicer in suspense.

                  Section 4.04 Allocation of Realized Losses and Additional
      Trust Fund Expenses

            (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Sections 4.01, the
Trustee shall determine the amount, if any, by which (i) the then aggregate of
the Class Principal Balances of all the Classes of Principal Balance
Certificates, exceeds (ii) the aggregate Stated Principal Balance (for purposes
of this calculation only, not giving effect to any reductions of the Stated
Principal Balance for payments of principal collected on the Trust Mortgage
Loans that were used to reimburse any Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(vi), other
than Total Principal Distribution Amounts used to reimburse Nonrecoverable
Advances or Workout-Delayed Reimbursement Amounts with respect to Trust Mortgage
Loans for which a Final Recovery Determination has been made) of the Mortgage
Pool that will be outstanding immediately following such Distribution Date. If
such excess does exist, then the respective Class Principal Balances of the
Principal Balance Certificates will be reduced sequentially, in the following
order, until such excess is reduced to zero: first, the Class Principal Balance
of the Class S Certificates, until such Class Principal Balance is reduced to
zero, second, the Class Principal Balance of the Class Q Certificates, until
such Class Principal Balance is reduced to zero, third, the Class Principal
Balance of the Class P Certificates, until such Class Principal Balance is
reduced to zero; fourth, the Class Principal Balance of the Class O
Certificates, until such Class Principal Balance is reduced to zero; fifth, the
Class Principal Balance of the Class N Certificates, until such Class Principal
Balance is reduced to zero; sixth, the Class Principal Balance of the Class M
Certificates, until such Class Principal Balance is reduced to zero; seventh,
the Class Principal Balance of the Class L Certificates, until such Class
Principal Balance is reduced to zero; eighth, the Class Principal Balance of the
Class K Certificates, until such Class Principal Balance is reduced to zero;
ninth, the Class Principal Balance of the Class J Certificates, until such Class
Principal Balance is reduced to zero; tenth, the Class Principal Balance of the
Class H Certificates, until such Class Principal Balance is reduced to zero;
eleventh, the Class Principal Balance of the Class G Certificates, until such
Class Principal Balance is reduced to zero; twelfth, the Class Principal Balance
of the Class F Certificates, until such Class Principal Balance is reduced to
zero; thirteenth, the Class Principal Balance of the Class E Certificates, until
such Class Principal Balance is reduced to zero; fourteenth, the Class Principal
Balance of the Class D Certificates, until such Class Principal Balance is
reduced to zero; fifteenth, the Class Principal Balance of the Class C
Certificates, until such Class Principal Balance is reduced to zero; sixteenth,
the Class Principal Balance of the Class B Certificates, until such Class
Principal Balance is reduced to zero; seventeenth, the Class Principal Balance
of the Class A-J Certificates, until such Class Principal Balance is reduced to
zero; eighteenth, the Class Principal Balance of the Class A-M Certificates,
until such Class Principal Balance is reduced to zero and nineteenth, the
respective Class Principal Balances of the Class A-1 Certificates, the Class A-2
Certificates, Class A-AB Certificates, Class A-3 Certificates and the Class
A-1-A Certificates and the Class A-2FL Regular Interest (on a pro rata basis in
accordance with the relative sizes of such Class Principal Balances, until such
Class Principal Balances are reduced to zero). All such reductions in the Class
Principal Balances of the respective Classes of the Principal Balance
Certificates shall constitute allocations of Realized Losses and Additional
Trust Fund Expenses. Any Realized Loss allocated to a Class of Certificates will
be allocated among respective Certificates of such Class in proportion to the
Percentage Interests evidenced thereby.

            (b) [Reserved]

            (c) With respect to any Distribution Date, any Realized Loss
allocated to a Class of Certificates or the Class A-2FL Regular Interest
pursuant to Section 4.04(a) with respect to such Distribution Date shall reduce
the REMIC I Principal Amount of the Corresponding Uncertificated REMIC I
Interests as a write-off in the same order in which principal is distributed
thereto pursuant to the first and second paragraphs of Section 4.01(b).

                  Section 4.05 Calculations

            Provided that the Trustee receives the necessary information from
the Master Servicer and/or the Special Servicer, the Trustee shall be
responsible for performing all calculations necessary in connection with the
actual and deemed distributions to be made pursuant to Section 4.01, the
preparation of the Trustee Reports pursuant to Section 4.02(a) and the actual
and deemed allocations of Realized Losses and Additional Trust Fund Expenses to
be made pursuant to Section 4.04. The Trustee shall calculate the Available
Distribution Amount for each Distribution Date and shall allocate such amounts
among Certificateholders in accordance with this Agreement. Absent actual
knowledge of an error therein, the Trustee shall have no obligation to
recompute, recalculate or otherwise verify any information provided to it by the
Master Servicer. The calculations by the Trustee contemplated by this Section
4.05 shall, in the absence of manifest error, be presumptively deemed correct
for all purposes hereunder.

                  Section 4.06 Grantor Trust Reporting

            The parties intend that each Grantor Trust Pool shall be treated as
a Grantor Trust, and the provisions thereof shall be interpreted consistently
with this intention. In furtherance of such intention, the Trustee shall furnish
or cause to be furnished to the Class V Certificateholders and Class A-2FL
Certificateholders and shall file or cause to be filed with the Internal Revenue
Service together with Form 1041 (or, in the event either Grantor Trust is a
WHFIT, information will be provided on Form 1099) or such other form as may be
applicable for Grantor Trust V and Grantor Trust A-2FL, respectively. The
Trustee shall furnish or cause to be furnished to the Holders of the Class V
Certificates their allocable share of income with respect to Excess Interest, as
such amounts accrue.

            Unless otherwise notified by the beneficial owner of a Class V
Certificate that such Certificate is registered in the name of a nominee or
other middleman on behalf of such beneficial owner, the Trustee shall not treat
Grantor Trust V as a WHFIT. Unless otherwise notified by the Depositor, Grantor
Trust A-2FL shall be treated as a WHFIT that is a NMWHFIT. The Trustee will
report as required under the WHFIT Regulations to the extent such information as
is reasonably necessary to enable the Trustee to do so (and not otherwise in its
possession) is provided to the Trustee on a timely basis. The Depositor shall
provide the Trustee with information identifying Certificateholders that are
"middlemen" as defined by the WHFIT Regulations; provided, that the Trustee is
hereby notified that the DTC is a "middleman" with respect to 100% of the Class
A-2FL Certificates. The Trustee will not be liable for any tax reporting
penalties that may arise under the WHFIT Regulations as a result of a
determination that the status described in the first two sentences of this
paragraph is incorrect. "WHFIT" shall mean a "Widely Held Fixed Investment
Trust" as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or
successor provisions. "NMWHFIT" shall mean a "Non-Mortgage Widely Held Fixed
Investment Trust" as that term is defined in Treasury Regulations Section
1.671-5(b)(23) or successor provisions. "WHFIT Regulations" shall mean Treasury
Regulations Section 1.671-5, as amended.

            The Trustee, in its discretion, will report required WHFIT
information using either the cash or accrual method, except to the extent the
WHFIT Regulations specifically require a different method. The Trustee will be
under no obligation to determine whether any Certificateholder uses the cash or
accrual method. The Trustee will make available WHFIT information to
Certificateholders annually. In addition, the Trustee will not be responsible or
liable for providing subsequently amended, revised or updated information to any
Certificateholder, unless requested by the Certificateholder.

            The Trustee shall not be liable for failure to meet the reporting
requirements of the WHFIT Regulations nor for any penalties thereunder if such
failure is due to: (i) the lack of reasonably necessary information being
provided to the Trustee (and not otherwise in its possession), or (ii)
incomplete, inaccurate or untimely information being provided to the Trustee.
Each owner of a class of securities representing, in whole or in part,
beneficial ownership of an interest in a WHFIT, by acceptance of its interest in
such class of securities, will be deemed to have agreed to provide the Trustee
with information regarding any sale of such securities, including the price,
amount of proceeds and date of sale. Absent receipt of such information, and
unless informed otherwise by the Depositor, the Trustee will assume there is no
secondary market trading of WHFIT interests.

            To the extent required by the WHFIT Regulations, the Trustee will
use reasonable efforts to publish on an appropriate website the CUSIPs for the
certificates that represent ownership of a WHFIT. The CUSIPs so published will
represent the Rule 144A CUSIPs. The Trustee will not publish any associated Reg
S CUSIPs. The Trustee will make reasonable good faith efforts to keep the
website accurate and updated to the extent CUSIPs have been received. Absent the
receipt of a CUSIP, the Trustee will use a reasonable identifier number in lieu
of a CUSIP. The Trustee will not be liable for investor reporting delays that
result from the receipt of inaccurate or untimely CUSIP information.

            The Trustee shall be entitled to additional reasonable compensation
(which shall be payable by the Depositor) for changes in reporting required in
respect of the WHFIT Regulations that arise as a result of a change in the WHFIT
Regulations or a change in interpretation of the WHFIT Regulations by the IRS or
the Depositor or its counsel, if such change requires, in the Trustee's
reasonable discretion, a material increase in the Trustee's reporting
obligations in respect of the Grantor Trust Pools.

                  Section 4.07 Compliance with Withholding Requirements

            Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements with respect to payments
made or received under the Swap Agreement and payments to Certificateholders of
interest or original issue discount that the Paying Agent reasonably believes
are applicable under the Code. The consent of Certificateholders shall not be
required for any such withholding. The Paying Agent agrees that it will not
withhold with respect to payments of interest or original issue discount in the
case of a Certificateholder that is (A) a United States Tax Person that has
furnished or caused to be furnished a Form W-9 or an acceptable substitute form
or a successor form (or is exempt from furnishing such a form), or (B) a
Non-United States Tax Person that has furnished or caused to be furnished (i) an
effective Form W-8BEN or W-8IMY (with appropriate attachments) or an acceptable
substitute form or a successor form and who is not a "10-percent shareholder"
within the meaning of Code Section 871(h)(3)(B) or a "controlled foreign
corporation" described in Code Section 881(c)(3)(C) with respect to the Trust
Fund or the Depositor, or (ii) an effective Form W-8ECI or an acceptable
substitute form or a successor form. In the event the Trustee or its agent
withholds any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholder. Any amount so withheld shall be treated as having been
distributed to such Certificateholder for all purposes of this Agreement.

                                    ARTICLE V

                                THE CERTIFICATES

                  Section 5.01 The Certificates

            (a) The Certificates shall consist of 28 Classes with the following
respective alphabetic or alphanumeric Class designations: "A-X," "A-1," "A-2,"
"A-2FL," "A-AB," "A-3," "A-1-A," "A-M," "A-J," "B," "C," "D," "E," "F," "G,"
"H," "J," "K," "L," "M," "N," "O," "P," "Q," "S," "R," "LR" and "V,"
respectively. Any reference in any other section or subsection of this Agreement
to any Certificate or Certificates preceded by a Class designation shall be to a
Certificate or Certificates of the Class so designated in this Section 5.01(a).

            (b) The Certificates will be substantially in the respective forms
attached hereto as Exhibits A-1 through A-6; provided, however, that any of the
Certificates may be issued with appropriate insertions, omissions, substitutions
and variations, and may have imprinted or otherwise reproduced thereon such
legend or legends, not inconsistent with the provisions of this Agreement, as
may be required to comply with any law or with rules or regulations pursuant
thereto, or with the rules of any securities market in which the Certificates
are admitted to trading, or to conform to general usage. The Certificates will
be issuable in registered form only; provided, however, that in accordance with
Section 5.03 beneficial ownership interests in the Regular Certificates
initially shall (and, at the option of the Depositor, following the Closing
Date, all or a portion of any other Class of Certificates may) be held and
transferred through the book-entry facilities of the Depository. The Regular
Certificates will be issuable only in denominations corresponding to initial
Certificate Balances (or, in the case of the Interest Only Certificates, initial
Certificate Notional Amounts) as of the Closing Date of not less than $10,000
and any whole dollar denomination in excess thereof. The Class R, Class LR and
Class V Certificates will be issuable only in denominations representing
Percentage Interests in the related Class of not less than 10.0%.

            (c) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee in its capacity as trustee hereunder by an
authorized signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized signatory of the Trustee shall
be entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Certificate Registrar by manual signature, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.

                  Section 5.02 Registration of Transfer and Exchange of
      Certificates

            (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar
(located as of the Closing Date at Wells Fargo Center, Sixth Street and
Marquette Avenue, Minneapolis, Minnesota 55479-0113) may prescribe, the
Certificate Registrar shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee is
hereby initially appointed (and hereby agrees to act in accordance with the
terms hereof) as Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Trustee may appoint, by a written instrument delivered to the other parties
hereto, any other bank or trust company to act as Certificate Registrar under
such conditions as the Trustee may prescribe; provided that the Trustee shall
not be relieved of any of its duties or responsibilities hereunder as
Certificate Registrar by reason of such appointment. If the Trustee resigns or
is removed in accordance with the terms hereof, the successor trustee shall
immediately succeed to its predecessor's duties as Certificate Registrar. The
Depositor, the Master Servicer and the Special Servicer shall each have the
right to inspect the Certificate Register or to obtain a copy thereof at all
reasonable times, and to rely conclusively upon a certificate of the Certificate
Registrar as to the information set forth in the Certificate Register.

            If three or more Certificateholders make a written request to the
Trustee, and such request states that such Certificateholders desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates and is accompanied by a copy of the
communication that such requesting Certificateholders propose to transmit, then
the Trustee shall, within 30 days after the receipt of such request, afford (or
cause any other Certificate Registrar to afford) the requesting
Certificateholders access during normal business hours to, or deliver to the
requesting Certificateholders a copy of, the most recent list of
Certificateholders held by the Certificate Registrar (which list shall be
current as of a date no earlier than 30 days prior to the Trustee's receipt of
such request). Every Certificateholder, by receiving such access, acknowledges
that neither the Certificate Registrar nor the Trustee will be held accountable
in any way by reason of the disclosure of any information as to the names and
addresses of any Certificateholder regardless of the source from which such
information was derived.

            (b) No transfer, sale, pledge or other disposition of any
Non-Registered Certificate or interest therein shall be made unless that
transfer, sale, pledge or other disposition is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws.

            If a transfer of any Non-Registered Certificate is to be made
without registration under the Securities Act (other than in connection with the
initial issuance of the Certificates or a transfer of such Non-Registered
Certificate by the Depositor or an Affiliate of the Depositor or, in the case of
a Global Certificate, any transfer of such Certificate to a successor Depository
or, in the case of a Definitive Certificate issued with respect to a Global
Certificate, any transfer of such Certificate to the applicable Certificate
Owner in accordance with Section 5.03(c)), then the Certificate Registrar shall
refuse to register such transfer unless it receives (and, upon receipt, may
conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as
Exhibit F-1A; or (ii) a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached hereto as Exhibit F-1B
and a certificate from such Certificateholder's prospective Transferee
substantially in the form attached hereto either as Exhibit F-2A or as Exhibit
F-2B; or (iii) an Opinion of Counsel satisfactory to the Trustee to the effect
that such transfer may be made without registration under the Securities Act
(which Opinion of Counsel shall not be an expense of the Trust or of the
Depositor, the Master Servicer, the Special Servicer, the Trustee or the
Certificate Registrar in their respective capacities as such), together with the
written certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

            Each Global Certificate shall be deposited with the Trustee as
custodian for the Depository and registered in the name of Cede & Co. as nominee
of the Depository.

            If a transfer of an interest in any Rule 144A Global Certificate is
to be made without registration under the Securities Act (other than in
connection with the initial issuance of the Certificates or a transfer of an
interest in such Rule 144A Global Certificate by the Depositor or an Affiliate
of the Depositor), then (except as provided in the next succeeding paragraph or
in the penultimate paragraph of this Section 5.02(b)) the Certificate Owner
desiring to effect such transfer shall require from its prospective Transferee:
(i) a certificate substantially in the form attached as Exhibit F-2C hereto; or
(ii) an Opinion of Counsel to the effect that the prospective Transferee is a
Qualified Institutional Buyer and such transfer may be made without registration
under the Securities Act. Except as provided in the next succeeding paragraph or
in the penultimate paragraph of this Section 5.02(b), any interest in a Rule
144A Global Certificate shall not be transferred to any Person other than a
Qualified Institutional Buyer that takes delivery in the form of an interest in
such Rule 144A Global Certificate. If any Transferee of an interest in a Rule
144A Global Certificate does not, in connection with the subject transfer,
deliver to the Transferor the Opinion of Counsel or the certification described
in the second preceding sentence, then such Transferee shall be deemed to have
represented and warranted that all the certifications set forth in Exhibit F-2C
hereto are, with respect to the subject transfer, true and correct.

            Notwithstanding the preceding paragraph, any interest in any Rule
144A Global Certificate with respect to the Class A-2FL, Class A-X, Class A-M,
Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S
Certificates may be transferred (without delivery of any certificate or Opinion
of Counsel described in clauses (i) and (ii) of the first sentence of the
preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate for the same Class as
such Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Trustee of (i) a certificate from the Certificate Owner desiring to effect
such transfer substantially in the form attached hereto as Exhibit F-1D and a
certificate from such Certificate Owner's prospective Transferee substantially
in the form attached hereto as Exhibit F-2D and (ii) such written orders and
instructions as are required under the applicable procedures of the Depository,
Clearstream and/or Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in such Rule 144A Global
Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in the Class A-2FL, Class A-X, Class
A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class
S Certificates, as applicable, Certificates to be transferred. Upon delivery to
the Trustee of such certifications and such orders and instructions, the
Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the Rule 144A Global Certificate
with respect to the Class A-2FL, Class A-X, Class A-M, Class A-J, Class B, Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class P, Class Q and Class S Certificates, as applicable,
Certificates, and increase the denomination of the Regulation S Global
Certificate for such Class, by the denomination of the beneficial interest in
such Class specified in such orders and instructions.

            Except as provided in the next succeeding paragraph or in the
penultimate paragraph of this Section 5.02(b), beneficial interests in any
Regulation S Global Certificate shall not be transferred to any Person other
than a non-United States Securities Person that takes delivery in the form of a
beneficial interest in such Regulation S Global Certificate, and the Certificate
Owner desiring to effect such transfer shall be required to obtain from such
prospective Transferee a certification substantially in the form attached hereto
as Exhibit F-2D. On or prior to the Release Date, beneficial interests in any
Regulation S Global Certificate may be held only through Euroclear or
Clearstream.

            Notwithstanding the preceding paragraph, any interest in any
Regulation S Global Certificate with respect to the Class A-2FL, Class A-X,
Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q
and Class S Certificates may be transferred (without delivery of any certificate
described in the first sentence of the preceding paragraph) to any Person who
takes delivery in the form of a beneficial interest in the Rule 144A Global
Certificate for the same Class as such Regulation S Global Certificate upon
delivery to the Certificate Registrar and the Trustee of (i) a certificate from
the Certificate Owner desiring to effect such transfer substantially in the form
attached hereto as Exhibit F-1C and a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached hereto as Exhibit F-2C
and (ii) such written orders and instructions as are required under the
applicable procedures of the Depository, Clearstream and/or Euroclear to direct
the Trustee to debit the account of a Depository Participant by a denomination
of interests in such Regulation S Global Certificate, and credit the account of
a Depository Participant by a denomination of interests in such Rule 144A Global
Certificate, that is equal to the denomination of beneficial interests in the
Class A-2FL, Class A-X, Class A-M, Class A-J, Class B, Class C, Class D, Class
E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class
O, Class P, Class Q and Class S Certificates, as applicable, to be transferred.
Upon delivery to the Trustee of such certifications and such orders and
instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of the Regulation S
Global Certificate with respect to the Class A-2FL, Class A-X, Class A-M, Class
A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J,
Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S
Certificates, as applicable, and increase the denomination of the Rule 144A
Global Certificate for such Class, by the denomination of the beneficial
interest in such Class specified in such orders and instructions.

            Notwithstanding the foregoing, any interest in a Global Certificate
with respect to the Class A-2FL, Class A-X, Class A-M, Class A-J, Class B, Class
C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class P, Class Q and Class S Certificates may be
transferred by any Certificate Owner holding such interest to any Institutional
Accredited Investor (other than a Qualified Institutional Buyer) that takes
delivery in the form of a Definitive Certificate of the same Class as such
Global Certificate upon delivery to the Certificate Registrar and the Trustee of
(i) such certifications and/or opinions as are contemplated by the second
paragraph of this Section 5.02(b) and (ii) such written orders and instructions
as are required under the applicable procedures of the Depository, Clearstream
and/or Euroclear to direct the Trustee to debit the account of a Depository
Participant by the denomination of the transferred interests in such Global
Certificate. Upon delivery to the Certificate Registrar of the certifications
and/or opinions contemplated by the second paragraph of this Section 5.02(b),
the Trustee, subject to and in accordance with the applicable procedures of the
Depository, shall reduce the denomination of the subject Global Certificate, and
cause a Definitive Certificate of the same Class as such Global Certificate, and
in a denomination equal to the reduction in the denomination of such Global
Certificate, to be executed, authenticated and delivered in accordance with this
Agreement to the applicable Transferee.

            None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the transfer of any
Non-Registered Certificate or interest therein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
transfer, sale, pledge or other disposition of any Non-Registered Certificate or
interest therein shall, and does hereby agree to, indemnify the Depositor, the
Initial Purchasers, the Trustee, the Master Servicer, the Special Servicer and
the Certificate Registrar against any liability that may result if such
transfer, sale, pledge or other disposition is not exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state
securities laws or is not made in accordance with such federal and state laws.

            (c) No transfer of any Certificate or interest therein shall be made
to a Plan or to any Person who is directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan, if the purchase and holding of such Certificate or
interest therein by the prospective Transferee would result in a violation of
Sections 406 or 407 of ERISA or Section 4975 of the Code or Similar Law or would
result in the imposition of an excise tax under Section 4975 of the Code or
Similar Law.

            Each Transferee of any Registered Certificate or interest therein
shall be required to represent and warrant and each Transferee of an interest in
any Non-Registered Certificate shall be deemed to have represented and warranted
that (i) such Transferee is not a Plan and is not directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan; or (ii) except in the case of a
Class R, Class LR or Class V Certificate, the purchase and continued holding of
such Certificate by such prospective Transferee is exempt from the prohibited
transaction provisions of Sections 406 and 407 of ERISA, Section 4975 of the
Code and Similar Law by reason of Sections I and III of Prohibited Transaction
Class Exemption 95-60 or comparable exemption under Similar Law; or (iii) in the
case of a Certificate (other than a Class R, Class LR or Class V Certificate)
that is rated investment grade by at least one of the Rating Agencies and is
being acquired by or on behalf of a Plan in reliance on PTE 89-90, PTE 90-24 or
FAN 97-03E (each, as amended by PTE 2007-05) (or another comparable exemption
under Similar Law), such Plan (X) is an accredited investor as defined in Rule
501(a)(1) of Regulation D of the Securities Act and (Y) is not sponsored (within
the meaning of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any
Mortgage Loan Seller, the Master Servicer, the Special Servicer, any
Sub-Servicer, any Exemption-Favored Party, the Swap Counterparty, any Borrower
with respect to Trust Mortgage Loans constituting more than 5% of the aggregate
unamortized principal of all Trust Mortgage Loans determined as of the Closing
Date, or by any Affiliate of such Person; or (iv) except in the case of a Class
R, Class LR or Class V Certificate, a certification which establishes to the
reasonable satisfaction of the Trustee that such transfer will not result in a
violation of Sections 406 or 407 of ERISA, Section 4975 of the Code or Similar
Law or result in the imposition of an excise tax under Section 4975 of the Code
or Similar Law. It is hereby acknowledged that the forms of certification
attached hereto as Exhibit G-1 and Exhibit G-2 are acceptable for purposes of
the preceding sentence. As long as the Swap Agreement (or any replacement
thereof) is in effect, each beneficial owner of the Class A-2FL Certificates, or
any interest therein, shall be deemed to have represented that either (i) it is
not an employee benefit plan subject to Title I of ERISA, a plan subject to
Section 4975 of the Code, or a plan subject to any Similar Law or any person
investing on behalf of or with plan assets of such employee benefit plan or plan
or (ii) the acquisition and holding of such Certificate are eligible for the
exemptive relief available under at least one of the Investor-Based Exemptions.
The Swap Counterparty shall be a deemed third-party beneficiary of the foregoing
representations. Any purported transfer in violation of the representations made
in the second preceding sentence shall be void ab initio.

            (d) (i) Each Person who has or acquires any Ownership Interest in a
Class R or Class LR Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Trustee under clause (d)(ii)
below to deliver payments to a Person other than such Person and, further, to
negotiate the terms of any mandatory disposition and to execute all instruments
of Transfer and do all other things necessary in connection with any such
disposition. The rights of each Person acquiring any Ownership Interest in a
Class R or Class LR Certificate are expressly subject to the following
provisions:

                  (A) Each Person holding or acquiring any Ownership Interest in
            a Class R or Class LR Certificate shall be a Permitted Transferee
            and shall promptly notify the Trustee of any change or impending
            change in its status as a Permitted Transferee.

                  (B) In connection with any proposed Transfer of any Ownership
            Interest in a Class R or Class LR Certificate, the Certificate
            Registrar shall require delivery to it, and shall not register the
            Transfer of any Class R or Class LR Certificate until its receipt,
            of an affidavit and agreement substantially in the form attached
            hereto as Exhibit H-1 (a "Transfer Affidavit and Agreement"), from
            the proposed Transferee, representing and warranting, among other
            things, that such Transferee is a Permitted Transferee, that it is
            not acquiring its Ownership Interest in the Class R or Class LR
            Certificate that is the subject of the proposed Transfer as a
            nominee, trustee or agent for any Person that is not a Permitted
            Transferee, that for so long as it retains its Ownership Interest in
            a Class R or Class LR Certificate it will endeavor to remain a
            Permitted Transferee, and that it has reviewed the provisions of
            this Section 5.02(d) and agrees to be bound by them.

                  (C) Notwithstanding the delivery of a Transfer Affidavit and
            Agreement by a proposed Transferee under clause (B) above, if a
            Responsible Officer of either the Trustee or the Certificate
            Registrar has actual knowledge that the proposed Transferee is not a
            Permitted Transferee, no Transfer of an Ownership Interest in a
            Class R or Class LR Certificate to such proposed Transferee shall be
            effected.

                  (D) Each Person holding or acquiring any Ownership Interest in
            a Class R Certificate shall agree (1) to require a Transfer
            Affidavit and Agreement in the form attached hereto as Exhibit H-1
            from any prospective Transferee to whom such Person attempts to
            transfer its Ownership Interest in such Class R or Class LR
            Certificate and (2) not to transfer its Ownership Interest in such
            Class R or Class LR Certificate unless it provides to the
            Certificate Registrar and the Trustee a certificate substantially in
            the form attached hereto as Exhibit H-2 stating that, among other
            things, it has no actual knowledge that such prospective Transferee
            is not a Permitted Transferee.

                  (E) Each Person holding or acquiring an Ownership Interest in
            a Class R or Class LR Certificate, by purchasing such Ownership
            Interest, agrees to give the Trustee written notice that it is a
            "pass-through interest holder" within the meaning of temporary
            Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon
            acquiring an Ownership Interest in a Class R or Class LR Certificate
            if it is, or is holding an Ownership Interest in a Class R or Class
            LR Certificate on behalf of, a "pass-through interest holder."

            (ii) If any purported Transferee shall become a Holder of a Class R
      or Class LR Certificate in violation of the provisions of this Section
      5.02(d), then the last preceding Holder of such Class R or Class LR
      Certificate that was in compliance with the provisions of this Section
      5.02(d) shall be restored, to the extent permitted by law, to all rights
      as Holder thereof retroactive to the date of registration of such Transfer
      of such Class R or Class LR Certificate. None of the Depositor, the
      Trustee or the Certificate Registrar shall be under any liability to any
      Person for any registration of Transfer of a Class R or Class LR
      Certificate that is in fact not permitted by this Section 5.02(d) or for
      making any payments due on such Certificate to the Holder thereof or for
      taking any other action with respect to such Holder under the provisions
      of this Agreement.

            If any purported Transferee shall become a Holder of a Class R or
Class LR Certificate in violation of the restrictions in this Section 5.02(d),
then, to the extent that retroactive restoration of the rights of the preceding
Holder of such Class R or Class LR Certificate as described in the preceding
paragraph of this clause (d)(ii) shall be invalid, illegal or unenforceable, the
Trustee shall have the right, but not the obligation, to cause the transfer of
such Class R or Class LR Certificate to a Permitted Transferee selected by the
Trustee on such terms as the Trustee may choose, and the Trustee shall not be
liable to any Person having an Ownership Interest in such Class R or Class LR
Certificate or any other Person as a result of its exercise of such discretion.
Such purported Transferee shall promptly endorse and deliver such Class R or
Class LR Certificate in accordance with the instructions of the Trustee. Such
Permitted Transferee may be the Trustee itself or any Affiliate of the Trustee.

            (iii) The Trustee shall make available to the IRS and to those
      Persons specified by the REMIC Provisions all information furnished to it
      by the other parties hereto necessary to compute any tax imposed (A) as a
      result of the Transfer of an Ownership Interest in a Class R or Class LR
      Certificate to any Person who is a Disqualified Organization, including
      the information described in Treasury Regulations Sections 1.860D-1(b)(5)
      and 1.860E-2(a)(5) with respect to the "excess inclusions" for a Class R
      or Class LR Certificate and (B) as a result of any regulated investment
      company, real estate investment trust, common trust fund, partnership,
      trust, estate or organization described in Section 1381 of the Code that
      holds an Ownership Interest in a Class R or Class LR Certificate having as
      among its record holders at any time any Person which is a Disqualified
      Organization, and each of the other parties hereto shall furnish to the
      Trustee all information in its possession necessary for the Trustee to
      discharge such obligation. The Person holding such Ownership Interest
      shall be responsible for the reasonable compensation of the Trustee for
      providing such information.

            (iv) The provisions of this Section 5.02(d) set forth prior to this
      clause (iv) may be modified, added to or eliminated; provided that there
      shall have been delivered to the Trustee the following:

                  (A) written confirmation from each Rating Agency to the effect
            that the modification of, addition to or elimination of such
            provisions will not result in an Adverse Rating Event with respect
            to any Class of Rated Certificates; and

                  (B) an Opinion of Counsel, in form and substance satisfactory
            to the Trustee, obtained at the expense of the party seeking such
            modification of, addition to or elimination of such provisions (but
            in no event at the expense of the Trustee or the Trust), to the
            effect that doing so will not (1) cause either REMIC Pool to cease
            to qualify as a REMIC or be subject to an entity-level tax caused by
            the Transfer of any Class R or Class LR Certificate to a Person
            which is not a Permitted Transferee or (2) cause a Person other than
            the prospective Transferee to be subject to a REMIC-related tax
            caused by the Transfer of a Class R or Class LR Certificate to a
            Person that is not a Permitted Transferee.

            (e) If a Person is acquiring any Non-Registered Certificate as a
fiduciary or agent for one or more accounts, such Person shall be required to
deliver to the Certificate Registrar a certification to the effect that, and
such other evidence as may be reasonably required by the Trustee to confirm
that, it has (i) sole investment discretion with respect to each such account
and (ii) full power to make the applicable foregoing acknowledgments,
representations, warranties, certifications and/or agreements with respect to
each such account as set forth in Section 5.02(b), Section 5.02(c) and/or
Section 5.02(d), as appropriate.

            (f) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Trustee shall execute and
the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of authorized
denominations of the same Class evidencing a like aggregate Percentage Interest.

            (g) At the option of any Holder, its Certificates may be exchanged
for other Certificates of authorized denominations of the same Class evidencing
a like aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at the offices of the Certificate Registrar maintained for such
purpose. Whenever any Certificates are so surrendered for exchange, the Trustee
shall execute and the Certificate Registrar shall authenticate and deliver the
Certificates which the Certificateholder making the exchange is entitled to
receive.

            (h) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.

            (i) No service charge shall be imposed for any transfer or exchange
of Certificates, but the Trustee or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            (j) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

            (k) The Certificate Registrar or the Trustee shall provide to each
of the other parties hereto, upon reasonable written request and at the expense
of the requesting party, an updated copy of the Certificate Register.

            (l) Notwithstanding any other provision of this Agreement, the
Certificate Registrar and the Trustee shall comply with all federal withholding
requirements respecting payments made or received under the Swap Agreement and
payments to Certificateholders of interest or original issue discount that the
Trustee reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. If the
Certificate Registrar or the Trustee does withhold any amount from interest or
original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Trustee shall indicate the
amount withheld to such Certificateholders. Such amounts shall be deemed to have
been distributed to such Certificateholders for all purposes of this Agreement.

            (m) No transfers of any Class A-2FL Certificate presented or
surrendered for registration of transfer or exchange shall be made unless the
transfer or exchange is accompanied by a written instrument of transfer and
accompanied by IRS Form W-8ECI, W-8BEN, W-8IMY (and all appropriate attachments)
or W-9 in form satisfactory to the Trustee, duly executed by such
Certificateholder or his attorney duly authorized in writing (with copies
directly from such Certificateholder to the Swap Counterparty). If requested,
the Trustee shall promptly forward any such IRS Form received by the Trustee to
the Swap Counterparty. Each such Class A-2FL Certificateholder by its purchase
of a Class A-2FL Certificate shall be deemed to consent to any IRS Form being so
forwarded.

                  Section 5.03 Book-Entry Certificates

            (a) The Regular Certificates shall, in the case of each Class
thereof, initially be issued (and, at the option of the Depositor, subsequent to
the Closing Date, all or any portion of any other Class of Certificates may be
issued) as one or more Certificates registered in the name of the Depository or
its nominee and, except as provided in Section 5.02(b) or Section 5.03(c),
transfer of such Certificates may not be registered by the Certificate Registrar
unless such transfer is to a successor Depository that agrees to hold such
Certificates for the respective Certificate Owners with Ownership Interests
therein. Such Certificate Owners shall hold and, subject to Section 5.02,
transfer their respective Ownership Interests in and to such Certificates
through the book-entry facilities of the Depository; and, except as provided in
Section 5.02(b) or Section 5.03(c), such Certificate Owners shall not be
entitled to fully registered, physical Certificates ("Definitive Certificates")
in respect of such Ownership Interests. All transfers by Certificate Owners of
their respective Ownership Interests in the Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or indirect participating brokerage firm representing each such Certificate
Owner. Each Depository Participant shall only transfer the Ownership Interests
in the Book-Entry Certificates of Certificate Owners it represents or of
indirect participating brokerage firms for which it acts as agent in accordance
with the Depository's normal procedures.

            (b) Except as expressly provided to the contrary herein, the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Certificate Registrar may for all purposes, including the making of payments due
on the Book-Entry Certificates, deal with the Depository as the authorized
representative of the Certificate Owners with respect to such Certificates for
the purposes of exercising the rights of Certificateholders hereunder. Except as
expressly provided to the contrary herein, the rights of Certificate Owners with
respect to the Book-Entry Certificates shall be limited to those established by
law and agreements between such Certificate Owners and the Depository
Participants and indirect participating brokerage firms representing such
Certificate Owners. Multiple requests and directions from, and votes of, the
Depository as Holder of the Book-Entry Certificates with respect to any
particular matter shall not be deemed inconsistent if they are made with respect
to different Certificate Owners. The Trustee may establish a reasonable record
date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

            (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
discharge properly its responsibilities with respect to any Class of Book-Entry
Certificates, and (B) the Depositor is unable to locate a qualified successor,
or (ii) the Depositor at its option advises the Trustee and the Certificate
Registrar in writing that it elects to terminate the book-entry system through
the Depository with respect to all or any portion of any Class of Book-Entry
Certificates, the Certificate Registrar shall notify all affected Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to such Certificate Owners requesting
the same. Upon surrender to the Certificate Registrar of any Class of Book-Entry
Certificates (or any portion of any Class thereof) by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall execute, and the Certificate Registrar shall
authenticate and deliver, the Definitive Certificates in respect of such Class
(or portion thereof) to the Certificate Owners identified in such instructions.
None of the Depositor, the Master Servicer, the Special Servicer, the Trustee or
the Certificate Registrar shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates for purposes of
evidencing ownership of any Book-Entry Certificates, the registered holders of
such Definitive Certificates shall be recognized as Certificateholders hereunder
and, accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.

                  Section 5.04 Mutilated, Destroyed, Lost or Stolen Certificates

            If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be reasonably required by them to save each of them harmless, then, in the
absence of actual notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same Class and like Percentage Interest.
Upon the issuance of any new Certificate under this Section, the Trustee and the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other reasonable expenses (including the reasonable fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

                  Section 5.05 Persons Deemed Owners

            Prior to due presentment for registration of transfer, the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Registrar and any agent of any of them may treat the Person in whose
name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions pursuant to Section 4.01 and for all other
purposes whatsoever, and none of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar or any agent of any of them
shall be affected by notice to the contrary.

                  Section 5.06 Certification by Certificateholders and
      Certificate Owners

            (a) Each Certificate Owner is hereby deemed by virtue of its
acquisition of an Ownership Interest in the Book-Entry Certificates to agree to
comply with the transfer requirements of Section 5.02.

            (b) To the extent that it is necessary, pursuant to the terms of
this Agreement, to determine whether any Person is a Certificateholder or a
Certificate Owner, the Trustee shall make such determination based on a
certificate of such Person, which certificate shall be in such form as shall be
reasonably acceptable to the Trustee and shall specify the Class and Certificate
Balance or Certificate Notional Amount, as the case may be, of the Book-Entry
Certificate beneficially owned; provided, however, that the Trustee shall not
knowingly recognize such Person as a Certificate Owner if such Person, to the
knowledge of a Responsible Officer of the Trustee, acquired its Ownership
Interest in a Book-Entry Certificate in violation of Section 5.02, or if such
Person's certification that it is a Certificate Owner is in direct conflict with
information obtained by the Trustee from the Depository, Depository Participants
and/or indirect participating brokerage firms for which Depository Participants
act as agents, with respect to the identity of a Certificate Owner. The Trustee
shall exercise its reasonable discretion in making any determination under this
Section 5.06(b) and shall afford any Person providing information with respect
to its beneficial ownership of any Book-Entry Certificate an opportunity to
resolve any discrepancies between the information provided and any other
information available to the Trustee.

                  Section 5.07 Appointment of Paying Agent

            The Trustee may appoint a Paying Agent for the purpose of making
distributions to Certificateholders pursuant to Section 4.01. The Trustee shall
cause such Paying Agent, if other than the Trustee or the Servicer, to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee that such Paying Agent will hold all sums held by it for the
payment to Certificateholders in trust for the benefit of the Certificateholders
entitled thereto until such sums have been paid to the Certificateholders or
disposed of as otherwise provided herein. The initial Paying Agent shall be the
Trustee. Except for the Trustee, as the initial Paying Agent, the Paying Agent
shall at all times be an entity having a long-term unsecured debt rating of at
least "A+" by S&P and Fitch.

            Notwithstanding the foregoing in this Section 5.07, the appointment
of the Paying Agent shall not relieve the Trustee from any of its obligations
hereunder, and the Trustee shall remain responsible for all acts and omissions
of the Paying Agent.

                                   ARTICLE VI

           THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER

                  Section 6.01 Liability of the Depositor, the Master Servicer
      and the Special Servicer

            The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, such Master Servicer
and the Special Servicer, as applicable, herein.

                  Section 6.02 Merger, Consolidation or Conversion of the
      Depositor, the Master Servicer or the Special Servicer

            (a) Subject to Section 6.02(b), the Depositor, the Master Servicer
and the Special Servicer each will keep in full effect its existence, rights and
franchises under the laws of the jurisdiction of its incorporation or
organization, and each will obtain and preserve its qualification to do business
as a foreign corporation or limited partnership in each jurisdiction in which
such qualification is or shall be necessary to protect the validity and
enforceability of the Mortgage Loans and to perform its respective duties under
this Agreement.

            (b) The Depositor, the Master Servicer and the Special Servicer each
may be merged or consolidated with or into any Person (other than the Trustee),
or transfer all or substantially all of its assets to any Person (other than the
Trustee), in which case any Person resulting from any merger or consolidation to
which the Depositor, the Master Servicer or the Special Servicer shall be a
party, or any Person succeeding to the business of the Depositor, the Master
Servicer or the Special Servicer, shall be the successor of the Depositor, such
Master Servicer or the Special Servicer, as the case may be, hereunder, without
the execution or filing of any paper (other than an assumption agreement wherein
the successor shall agree to perform the obligations of and serve as the
Depositor, such Master Servicer or the Special Servicer, as the case may be, in
accordance with the terms of this Agreement) or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that such merger, consolidation or succession will not or has
not resulted in an Adverse Rating Event with respect to any Class of Rated
Certificates, as confirmed in writing by each Rating Agency.

                  Section 6.03 Limitation on Liability of the Trustee, the
      Depositor, the Master Servicer, the Special Servicer and Others

            (a) None of the Depositor, the Trustee, the Master Servicer, the
Special Servicer, the 450 Lexington Avenue Master Servicer, the 450 Lexington
Avenue Special Servicer nor any of the Affiliates, directors, partners, members,
managers, shareholders, officers, employees or agents of any of them shall be
under any liability to the Trust Fund, the Underwriters, the parties hereto, the
Certificateholders, the B Loan Holders or any other Person for any action taken
or for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Trustee, the Master Servicer or the Special
Servicer against any breach of warranties or representations made herein or any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in the performance of duties or by reason of negligent
disregard of obligations and duties hereunder. The Depositor, the Master
Servicer, the Special Servicer, the Trustee, the 450 Lexington Avenue Master
Servicer, the 450 Lexington Avenue Special Servicer and any Affiliate, director,
partner, member, manager, shareholder, officer, employee or agent of the
Depositor, the Trustee, the 450 Lexington Avenue Master Servicer, the 450
Lexington Avenue Special Servicer, the Master Servicer or the Special Servicer
may rely in good faith on any document of any kind which, prima facie, is
properly executed and submitted by any Person respecting any matters arising
hereunder.

            The Depositor, the Master Servicer, the Special Servicer, the
Trustee, the 450 Lexington Avenue Master Servicer, the 450 Lexington Avenue
Special Servicer and any Affiliate, director, shareholder, member, partner,
manager, officer, employee or agent of any of the foregoing shall be indemnified
and held harmless by the Trust Fund and/or any affected B Loan Holder(s) out of
the Collection Account or the Distribution Account, as applicable in accordance
with Section 3.05 (or, insofar as a Mortgage Loan Combination is involved, and
to the extent permitted by the related Intercreditor Agreement, out of amounts
attributable to such Mortgage Loan Combination on deposit in the related
Mortgage Loan Combination Custodial Account as provided in Section 3.04),
against any loss, liability or expense (including legal fees and expenses)
incurred in connection with any legal action or claim relating to this
Agreement, the Trust Mortgage Loans, the 450 Lexington Avenue Whole Loan, any B
Loan or the Certificates (including the distribution or posting of reports or
other information as contemplated herein), other than any loss, liability or
expense: (i) specifically required to be borne thereby pursuant to the terms
hereof or that would otherwise constitute a Servicing Advance; (ii) incurred in
connection with any breach of a representation or warranty made by it herein;
(iii) incurred by reason of bad faith, willful misconduct or negligence in the
performance of its obligations or duties hereunder, or by reason of negligent
disregard of such obligations or duties or (iv) in the case of the Depositor and
any of its directors, officers, employees and agents, incurred, in connection
with any violation by any of them of any state or federal securities law.

            (b) None of the Depositor, the Trustee, the Master Servicer or the
Special Servicer shall be under any obligation to appear in, prosecute or defend
any legal or administrative action, proceeding, hearing or examination that is
not incidental to its respective duties under this Agreement and which in its
opinion may involve it in any expense or liability which it is not reasonably
assured of reimbursement thereof by the Trust; provided, however, that the
Depositor, the Master Servicer, the Special Servicer or the Trustee may in its
discretion undertake any such action, proceeding, hearing or examination that it
may deem necessary or desirable in respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal fees, expenses and costs of such action,
proceeding, hearing or examination and any liability resulting therefrom shall
be expenses, costs and liabilities of the Trust Fund, and the Depositor, the
Master Servicer, the Special Servicer and the Trustee shall be entitled to be
reimbursed therefor out of amounts attributable to the Mortgage Loans on deposit
in the Collection Account as provided by Section 3.05(a) (or, insofar as a
Mortgage Loan Combination is involved, and to the extent permitted by the
related Intercreditor Agreement, first out of amounts attributable to such
Mortgage Loan Combination on deposit in the related Mortgage Loan Combination
Custodial Account as provided in Section 3.04 and then out of the Collection
Account).

            In addition, neither the Master Servicer nor the Special Servicer
shall have any liability with respect to, and each shall be entitled to rely as
to the truth of the statements made and the correctness of the opinions
expressed therein on, any certificates or opinions furnished to the Master
Servicer or the Special Servicer, as the case may be, and conforming to the
requirements of this Agreement. Each of the Master Servicer and the Special
Servicer may rely in good faith on the information provided to it by the parties
hereto (unless the provider and the recipient of such information are the same
Person or Affiliates) and by the Borrowers, and will have no duty to investigate
or verify the accuracy thereof.

            (c) Each of the Master Servicer and the Special Servicer agrees to
indemnify the Depositor, the Trust Fund and the Trustee and any Affiliate,
director, officer, shareholder, partner, member, manager, employee or agent
thereof, and hold them harmless, from and against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related out-of-pocket
costs, judgments, and any other out-of-pocket costs, liabilities, fees and
expenses that any of them may sustain arising from or as a result of any willful
misfeasance, bad faith or negligence of such Master Servicer or the Special
Servicer, as the case may be, in the performance of its obligations and duties
under this Agreement or by reason of negligent disregard by such Master Servicer
or the Special Servicer, as the case may be, of its duties and obligations
hereunder or by reason of breach of any representations or warranties made by it
herein. The Master Servicer and the Special Servicer may consult with counsel,
and any written advice or Opinion of Counsel shall be full and complete
authorization and protection with respect to any action taken or suffered or
omitted by it hereunder in good faith in accordance with the Servicing Standard
and in accordance with such advice or Opinion of Counsel relating to (i) tax
matters, (ii) any amendment of this Agreement under Article XI, (iii) the
defeasance of any Defeasance Mortgage Loan or (iv) any matter involving legal
proceedings with a Borrower.

            The Trustee shall immediately notify the Master Servicer or the
Special Servicer, as applicable, if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans entitling the Trust Fund or the
Trustee to indemnification hereunder, whereupon the Master Servicer or the
Special Servicer, as the case may be, shall assume the defense of such claim and
pay all expenses in connection therewith, including counsel fees, and promptly
pay, discharge and satisfy any judgment or decree which may be entered against
it or them in respect of such claim. Any failure to so notify the Master
Servicer or the Special Servicer, as the case may be, shall not affect any
rights that the Trust Fund or the Trustee, as the case may be, may have to
indemnification under this Agreement or otherwise, unless the Master Servicer's
or the Special Servicer's, as the case may be, defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement and the termination or resignation of the
indemnifying party.

            The Depositor shall immediately notify the Master Servicer or the
Special Servicer, as applicable, if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans entitling the Depositor to
indemnification hereunder, whereupon the Master Servicer or the Special
Servicer, as the case may be, shall assume the defense of such claim and pay all
expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or
them in respect of such claim. Any failure to so notify the Master Servicer or
the Special Servicer, as the case may be, shall not affect any rights that the
Depositor may have to indemnification under this Agreement or otherwise, unless
the Master Servicer's or Special Servicer's, as the case may be, defense of such
claim is materially prejudiced thereby. The indemnification provided herein
shall survive the termination of this Agreement and the termination or
resignation of the indemnifying party.

            The Depositor agrees to indemnify the Master Servicer, the Special
Servicer and the Trustee and any Affiliate, director, officer, member, manager,
partner, shareholder, employee or agent thereof, and hold them harmless, from
and against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related out-of-pocket costs, judgments, and any other
out-of-pocket costs, liabilities, fees and expenses that any of them may sustain
arising from or as a result of any breach of representations and warranties or
failure in the performance of the Depositor's obligations and duties under this
Agreement. The Master Servicer, the Special Servicer or the Trustee, as
applicable, shall promptly notify the Depositor if a claim is made by a third
party with respect to this Agreement or the Mortgage Loans entitling it to
indemnification hereunder, whereupon the Depositor shall assume the defense of
such claim and pay all expenses in connection therewith, including counsel fees,
and promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or them in respect of such claim. Any failure to so notify
the Depositor shall not affect any rights that any of the foregoing Persons may
have to indemnification under this Agreement or otherwise, unless the
Depositor's defense of such claim is materially prejudiced thereby. The
indemnification provided herein shall survive the termination of this Agreement
and the termination or resignation of the indemnifying party hereunder.

            The Trustee agrees to indemnify the Master Servicer, the Special
Servicer and the Depositor and any Affiliate, director, officer, shareholder,
partner, member, manager, employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related out-of-pocket costs, judgments, and any other
out-of-pocket costs, liabilities, fees and expenses that any of them may sustain
arising from or as a result of any breach of representations and warranties made
by it herein or as a result of any willful misfeasance, bad faith or negligence
of the Trustee in the performance of its obligations and duties under this
Agreement or the negligent disregard by the Trustee of its duties and
obligations hereunder. The Depositor, the Master Servicer or the Special
Servicer, as applicable, shall promptly notify the Trustee, if a claim is made
by a third party with respect to this Agreement or the Mortgage Loans entitling
it to indemnification hereunder, whereupon the Trustee, shall assume the defense
of such claim and pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may
be entered against it or them in respect of such claim. Any failure to so notify
the Trustee shall not affect any rights that any of the foregoing Persons may
have to indemnification under this Agreement or otherwise, unless the Trustee's
defense of such claim is materially prejudiced thereby. The indemnification
provided herein shall survive the termination of this Agreement and the
termination or resignation of the indemnifying party.

                  Section 6.04 Resignation of the Master Servicer or the Special
      Servicer

            (a) Subject to the provisions of Section 6.02, neither the Master
Servicer nor the Special Servicer shall resign from their respective obligations
and duties hereby imposed on each of them except upon (a) a determination that
such party's duties hereunder are no longer permissible under applicable law or
are in material conflict by reason of applicable law with any other activities
carried on by it (the other activities of such Master Servicer or the Special
Servicer, as the case may be, so causing such a conflict being of a type and
nature carried on by such Master Servicer or the Special Servicer, as the case
may be, at the date of this Agreement) or (b) upon the appointment of, and the
acceptance of such appointment by, a successor Master Servicer or the Special
Servicer, as applicable, and receipt by the Trustee of written confirmation from
each applicable Rating Agency that such resignation and appointment will not
cause such Rating Agency to downgrade, withdraw or qualify any of then-current
ratings assigned by such Rating Agency to any Class of Certificates. Any such
determination permitting the resignation of the Master Servicer or the Special
Servicer pursuant to clause (a) above shall be evidenced by an Opinion of
Counsel (the cost of which, together with any other expenses of such
resignation, shall be at the expense of the resigning party) to such effect
delivered to the Trustee. No such resignation by the Master Servicer or the
Special Servicer shall become effective until the Trustee or another successor
thereto shall have assumed such resigning Master Servicer's or the Special
Servicer's, as applicable, responsibilities and obligations in accordance with
Section 7.02; provided that, if no successor master servicer or special
servicer, as applicable, shall have been so appointed and have accepted
appointment within 90 days after the Master Servicer or the Special Servicer, as
the case may be, has given notice of such resignation, the resigning Master
Servicer or Special Servicer, as applicable, may petition any court of competent
jurisdiction for the appointment of a successor thereto.

            (b) In addition, the Master Servicer and the Special Servicer shall
have the right to resign at any other time, provided that (i) a willing
successor thereto (including any such successor proposed by the resigning party)
has been found and approved by the Depositor and the Trustee (which approval
shall not be unreasonably withheld), (ii) each of the Rating Agencies confirms
to the Trustee in writing that the successor's appointment will not result in an
Adverse Rating Event with respect to any Class of Rated Certificates, (iii) the
resigning party pays all costs and expenses in connection with such transfer,
and (iv) the successor accepts appointment prior to the effectiveness of such
resignation.

                  Section 6.05 Rights of the Depositor in Respect of the Master
      Servicer and the Special Servicer

            The Depositor may, but is not obligated to, enforce the obligations
of the Master Servicer and the Special Servicer hereunder and may, but is not
obligated to, perform, or cause a designee to perform, any defaulted obligation
of the Master Servicer and the Special Servicer hereunder or exercise the rights
of the Master Servicer or Special Servicer, as applicable, hereunder; provided,
however, that the Master Servicer and the Special Servicer shall not be relieved
of any of their respective obligations hereunder by virtue of such performance
by the Depositor or its designee. The Depositor shall not have any
responsibility or liability for any action or failure to act by the Master
Servicer or the Special Servicer and is not obligated to supervise the
performance of the Master Servicer or the Special Servicer under this Agreement
or otherwise.

                                   ARTICLE VII

                                     DEFAULT

                  Section 7.01 Events of Default; Master Servicer and Special
      Servicer Termination

            (a) "Event of Default," wherever used herein, means any one of the
following events:

            (i) any failure by the Master Servicer or the Special Servicer to
      deposit, or to remit to the appropriate party for deposit, into the
      Collection Account or the REO Account, as appropriate, any amount required
      to be so deposited or remitted, which failure continues unremedied for
      three Business Days following the date on which the deposit or remittance
      was required to be made;

            (ii) any failure by the Master Servicer to remit to the Trustee for
      deposit into the Distribution Account or to any B Loan Holder any amount
      required to be so remitted, which failure continues unremedied beyond
      11:00 a.m. on the Business Day immediately following the date on which the
      remittance was required to be made; provided, however, that if such Master
      Servicer fails to timely make any such remittance required to be made to
      the Trustee on the Master Servicer Remittance Date, such Master Servicer
      shall pay to the Trustee (for the account of the Trustee) interest on any
      amount not timely remitted at the Prime Rate from and including such
      Master Servicer Remittance Date to but excluding the date such remittance
      is actually made;

            (iii) any failure by the Master Servicer to timely make any
      Servicing Advance required to be made by it under this Agreement, which
      failure continues unremedied for fifteen Business Days (or such shorter
      period as is necessary to avoid the lapse of any required insurance policy
      or foreclosure of any tax lien on the related Mortgaged Property)
      following the date on which written notice of such failure, requiring the
      same to be remedied, has been given to such Master Servicer by any party
      to this Agreement;

            (iv) any failure by the Master Servicer or the Special Servicer to
      observe or perform in any material respect any of its other covenants or
      agreements under this Agreement which failure continues unremedied for 30
      days after written notice of such failure, requiring the same to be
      remedied, has been given to the Master Servicer or the Special Servicer,
      as the case may be, by any other party to this Agreement, by the Series
      2008-C1 Directing Certificateholder or by Certificateholders entitled to
      not less than 25% of the Voting Rights; provided, however, that, with
      respect to any such failure that is not curable within such 30-day period,
      the Master Servicer or the Special Servicer, as appropriate, will have an
      additional cure period of 30 days to effect such cure so long as the
      Master Servicer or the Special Servicer, as appropriate, has commenced to
      cure such failure within the initial 30-day period and has diligently
      pursued, and is continuing to pursue, a full cure;

            (v) it is determined that there is a breach by the Master Servicer
      or the Special Servicer of any of its representations or warranties
      contained in this Agreement that materially and adversely affects the
      interests of any Class of Certificateholders, which breach continues
      unremedied for 30 days after written notice of such failure, requiring the
      same to be remedied, has been given to the Master Servicer or the Special
      Servicer, as the case may be, by any other party to this Agreement, by the
      Series 2008-C1 Directing Certificateholder or by Certificateholders
      entitled to not less than 25% of the Voting Rights; provided, however,
      that, with respect to any such breach that is not curable within such
      30-day period the Master Servicer or the Special Servicer, as appropriate,
      will have an additional cure period of 30 days to effect such cure so long
      as the Master Servicer or the Special Servicer, as appropriate, has
      commenced to cure such breach within the initial 30-day period and has
      diligently pursued, and is continuing to pursue, a full cure;

            (vi) a decree or order of a court having jurisdiction in an
      involuntary case for the appointment of a receiver, liquidator, trustee or
      similar official in any bankruptcy, insolvency, readjustment of debt,
      marshalling of assets and liabilities or similar proceedings is entered
      against the Master Servicer or the Special Servicer, as the case may be,
      and such decree or order remains in force for a period of 60 days;
      provided, however, that, with respect to any such decree or order that
      cannot be discharged, dismissed or stayed within such 60-day period the
      Master Servicer or the Special Servicer, as appropriate, will have an
      additional period of 30 days to effect such discharge, dismissal or stay
      so long as the Master Servicer or the Special Servicer, as appropriate,
      has commenced proceedings to have such decree or order dismissed,
      discharged or stayed within the initial 60-day period and has diligently
      pursued, and is continuing to pursue, such discharge, dismissal or stay;

            (vii) the Master Servicer or the Special Servicer consents to the
      appointment of a conservator, receiver, liquidator, trustee or similar
      official in any bankruptcy, insolvency, readjustment of debt, marshalling
      of assets and liabilities or similar proceedings relating to it or of or
      relating to all or substantially all of its property;

            (viii) the Master Servicer or the Special Servicer admits in writing
      its inability to pay its debts generally as they become due or takes other
      actions indicating its insolvency or inability to pay its obligations;

            (ix) Fitch has (a) qualified, downgraded or withdrawn any rating
      then assigned by it to any Class of Certificates, or (b) placed any Class
      of Certificates on "watch status" in contemplation of possible rating
      downgrade or withdrawal (and that "watch status" placement has not have
      been withdrawn by it within 60 days of such placement), and, in either
      case, cited servicing concerns with the Master Servicer or the Special
      Servicer, as the case may be, as the sole or a material factor in such
      rating action;

            (x) the Master Servicer is removed from S&P's Select Servicer List
      as a U.S. Commercial Mortgage Master Servicer, or the Special Servicer is
      removed from S&P's Select Servicer List as a U.S. Commercial Mortgage
      Special Servicer, and the Master Servicer or the Special Servicer, as the
      case may be, is not reinstated to such status on such list within 60 days
      after its removal therefrom; or

            (xi) subject to Section 12.16(c), the Master Servicer or Special
      Servicer fails to deliver any Exchange Act reporting items required to be
      delivered by such servicer under Article XII (other than items to be
      delivered by a Loan Seller Sub-Servicer) by the time required under
      Article XII after any applicable grace periods (and with respect to any
      primary servicer, sub-servicer or Servicing Function Participant (any such
      entity, a "Sub-Servicing Entity") retained by the Master Servicer (but
      excluding any Loan Seller Sub-Servicer) or Special Servicer, as
      applicable, the Master Servicer or the Special Servicer, as applicable,
      will be in default if such Sub-Servicing Entity defaults (beyond the
      applicable grace period) in accordance with the provision of this clause
      (xi)).

            If any Event of Default shall have occurred with respect to the
Master Servicer or the Special Servicer and a Responsible Officer has actual
knowledge of such Event of Default, the Trustee, shall provide notice of such
Event of Default to each affected B Loan Holder to the extent the Trustee has
actual knowledge of that holder's identity.

            (b) If any Event of Default with respect to the Master Servicer or
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Trustee may (and shall at the written direction of the Depositor with respect to
clause (xi) above) and at the written direction of the Holders of Certificates
entitled to at least 25% of the Voting Rights, shall terminate, by notice in
writing to the Defaulting Party (a "Termination Notice"), with a copy of such
notice to the Depositor and the Certificate Registrar and, with respect to any
Mortgage Loan Combination, each related B Loan Holder, all of the rights and
obligations of the Defaulting Party under this Agreement and in and to the
Mortgage Loans and the proceeds thereof (other than any rights the Defaulting
Party may have as a Holder of any Certificate or as a B Loan Holder); provided,
however, that the Defaulting Party shall be entitled to the payment of accrued
and unpaid compensation and reimbursement through the date of such termination,
as well as amounts due to it thereafter, if any, including with respect to the
Excess Servicing Strip and Assignable Primary Servicing Fees, as provided for
under this Agreement for services rendered and expenses incurred; provided,
further, that nothing contained in this Section 7.01(b) shall terminate any
rights purchased or otherwise owned or held by such Master Servicer to primary
service any of the Mortgage Loans as a Sub-Servicer to the Trustee or any other
replacement or successor Master Servicer so long as (i) the Event of Default set
forth in Section 7.01(a)(ix) or (x) (but with respect to clause (x), solely if
the Master Servicer is reinstated as a servicer on S&P's Select Servicer List as
a U.S. Commercial Mortgage Servicer after the 60-day period referred to in
clause (x)) is the cause of such Master Servicer's termination and (ii) such
Master Servicer is on S&P's Select Servicer List as a U.S. Commercial Mortgage
Servicer (in which case, the Trustee or replacement or successor Master Servicer
shall retain the terminated Master Servicer as a Sub-Servicer of all of the
Mortgage Loans that are not otherwise subject to an existing Sub-Servicing
Agreement pursuant to a mutually acceptable Sub-Servicing Agreement effective as
of the date of such Master Servicer's termination); provided, further, that
nothing contained in the preceding proviso shall prohibit the Trustee or any
other replacement or successor Master Servicer, in its discretion, from entering
into a Sub-Servicing Agreement with the terminated Master Servicer if an Event
of Default set forth in Sections 7.01(a)(i)-(v) is the cause of such Master
Servicer's termination so long as the Series-C1 Directing Certificateholder
approves of such sub-servicing arrangement.

            From and after the receipt by the Defaulting Party of such written
notice, all authority and power of the Defaulting Party under this Agreement,
whether with respect to the Certificates (other than as a Holder of any
Certificate) or the Mortgage Loans (other than as a B Loan Holder) or otherwise,
shall pass to and be vested in the Trustee pursuant to and under this section,
and, without limitation, the Trustee is hereby authorized and empowered to
execute and deliver, on behalf of and at the expense of the Defaulting Party, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise.

            Each of the Master Servicer and the Special Servicer agree that if
it is terminated pursuant to this Section 7.01(b), it shall promptly (and in any
event no later than 20 Business Days after its receipt of the notice of
termination) provide the Trustee with all documents and records reasonably
requested by it to enable the Trustee to assume such Master Servicer's or the
Special Servicer's, as the case may be, functions hereunder, and shall cooperate
with the Trustee in effecting the termination of such Master Servicer's or the
Special Servicer's, as the case may be, responsibilities and rights hereunder,
including, without limitation, the transfer within five Business Days to the
Trustee for administration by it of all cash amounts which shall at the time be
or should have been credited by such Master Servicer to the applicable
Collection Account or any Mortgage Loan Combination Custodial Account, Servicing
Account, Cash Collateral Account or Lock-Box Account (if it is the Defaulting
Party) or by the Special Servicer to the applicable REO Account (if it is the
Defaulting Party) or may thereafter be received with respect to the Mortgage
Loans or any REO Property; provided, however, that the Master Servicer and the
Special Servicer each shall, if terminated pursuant to this Section 7.01(b),
continue to be entitled to receive all amounts accrued or owing to it under this
Agreement on or prior to the date of such termination, whether in respect of
Advances or otherwise (including Workout Fees, as and to the extent provided
under Section 3.11(b)), as well as amounts due to it thereafter, if any, and it
and its directors, officers, employees and agents shall continue to be entitled
to the benefits of Section 6.03 notwithstanding any such termination; provided,
further, that nothing contained in this Section 7.01(b) shall terminate any
rights purchased or otherwise owned or held by such Master Servicer to primary
service any of the Mortgage Loans as a Sub-Servicer to the Trustee or any other
replacement or successor Master Servicer so long as (i) the Event of Default set
forth in Section 7.01(a)(ix) or (x) is the cause of such Master Servicer's
termination and (ii) such Master Servicer is on S&P's Select Servicer List as a
U.S. Commercial Mortgage Servicer (in which case, the Trustee or replacement or
successor Master Servicer shall retain the terminated Master Servicer as a
Sub-Servicer of all of the Mortgage Loans that are not otherwise subject to an
existing Sub-Servicing Agreement pursuant to a mutually acceptable Sub-Servicing
Agreement effective as of the date of such Master Servicer's termination);
provided, further, that nothing contained in the preceding proviso shall
prohibit the Trustee or any other replacement or successor Master Servicer, in
its discretion, from entering into a Sub-Servicing Agreement with the terminated
Master Servicer if an Event of Default set forth in Sections 7.01(a)(i)-(viii)
is the cause of such Master Servicer's termination.

            (c) If the Master Servicer receives notice of termination under
Section 7.01(b) solely due to an Event of Default under Section 7.01(a)(ix) or
Section 7.01(a)(x) and if such Master Servicer to be terminated pursuant to
Section 7.01(b) provides the Trustee with the appropriate "request for proposal"
materials within five (5) Business Days following such termination notice, then
such Master Servicer shall continue to service as Master Servicer hereunder
until a successor Master Servicer is selected in accordance with this Section
7.01(c). Upon receipt of the "request for proposal" materials from such Master
Servicer, the Trustee shall promptly thereafter (using such "request for
proposal" materials) solicit good faith bids for the rights to service the
Mortgage Loans under this Agreement from at least three (3) Persons qualified to
act as the Master Servicer hereunder in accordance with Section 6.02 and Section
7.02 (any such Person so qualified, a "Qualified Bidder") or, if three (3)
Qualified Bidders cannot be located, then from as many persons as the Trustee
can determine are Qualified Bidders; provided that, at the Trustee's request,
such Master Servicer shall supply the Trustee with the names of Persons from
whom to solicit such bids. The bid proposal shall require any Successful Bidder
(as defined below), as a condition of such bid, to enter into this Agreement as
successor Master Servicer, and to agree to be bound by the terms hereof
(including but not limited to Section 3.11) within 45 days after the notice of
termination of such Master Servicer. The Trustee shall select the Qualified
Bidder with the highest cash bid to act as a successor Master Servicer
hereunder; provided, however, that if the Trustee does not receive confirmation
in writing by each Rating Agency that the appointment of such Successful Bidder
as a successor Master Servicer will not result in an Adverse Rating Event with
respect to any Class of Rated Certificates within 10 days after the selection of
such Successful Bidder, then the Trustee shall repeat the bid process described
above (but subject to the above described 45 day time period) until such
confirmation is obtained. The Trustee shall direct the Successful Bidder to
enter into this Agreement as successor Master Servicer pursuant to the terms
hereof no later than 45 days after notice of the termination of the Master
Servicer.

            Upon the assignment and acceptance of master servicing rights
hereunder (subject to the terms of Section 3.11) to and by the Successful
Bidder, the Trustee shall remit or cause to be remitted to the Master Servicer
to be terminated pursuant to Section 7.01(b), the amount of such cash bid
received from the Successful Bidder (net of "out of pocket" expenses incurred in
connection with obtaining such bid and transferring servicing).

            The Master Servicer to be terminated pursuant to Section 7.01(b)
shall be responsible for all out of pocket expenses incurred in connection with
the attempt to sell its rights to service the Mortgage Loans, which expenses are
not reimbursed to the party that incurred such expenses pursuant to the
preceding paragraph.

            If the Successful Bidder has not entered into this Agreement as a
successor Master Servicer within the above described time period or no
Successful Bidder was identified within the above described time period, the
Master Servicer to be terminated pursuant to Section 7.01(b) shall reimburse the
Trustee for all reasonable "out of pocket" expenses incurred by the Trustee in
connection with such bid process and the Trustee shall have no further
obligations under this Section 7.01(c). The Trustee thereafter may act or may
select a successor to act as Master Servicer hereunder in accordance with
Section 7.02.

            (d) The Series 2008-C1 Directing Certificateholder shall be entitled
to terminate the rights and obligations of the Special Servicer under this
Agreement, with or without cause, upon 10 Business Days prior written notice to
the Master Servicer, the Special Servicer and the Trustee, and to appoint a
successor Special Servicer; provided, however, that (i) such successor shall
meet the requirements set forth in Section 7.02, (ii) as evidenced in writing by
each of the Rating Agencies, the proposed replacement of the Special Servicer
shall not, in and of itself, result in an Adverse Rating Event with respect to
any Class of then outstanding Certificates that is rated, and (iii) the Trustee
shall have received (A) an Acknowledgment of Proposed Special Servicer in the
form attached hereto as Exhibit T, executed by the Person designated to be the
successor to such terminated Special Servicer, and (B) an Opinion of Counsel
(which shall not be an expense of the Trustee or the Trust) substantially to the
effect that (1) the removal of such terminated Special Servicer and/or the
appointment of the Person designated to serve as successor thereto is in
compliance with this Section 7.01(c), (2) such designated Person is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (3) the Acknowledgment of Proposed Special
Servicer (in the form attached hereto as Exhibit T) has been duly authorized,
executed and delivered by such designated Person and (4) upon the execution and
delivery of the Acknowledgment of Proposed Special Servicer, such designated
Person shall be bound by the terms of this Agreement and, subject to customary
bankruptcy and insolvency exceptions and customary equity exceptions, this
Agreement shall be enforceable against such designated Person in accordance with
its terms. Any Special Servicer terminated pursuant to this Section 7.01(d)
shall be deemed to have been so terminated simultaneously with the designated
successor's becoming such Special Servicer hereunder; provided that (i) the
terminated Special Servicer shall be entitled to receive, in connection with its
termination, payment out of the Collection Account and, if and to the extent
applicable, the Mortgage Loan Combination Custodial Accounts of all of its
accrued and unpaid Special Servicing Fees, as and to the extent provided in
Sections 3.05(a) and 3.04(e), and reimbursement from the successor to such
terminated Special Servicer of all outstanding Servicing Advances made by such
terminated Special Servicer and all unpaid Advance Interest accrued on such
outstanding Servicing Advances (in which case the successor to such terminated
Special Servicer shall be deemed to have made such Servicing Advances at the
same time that such terminated Special Servicer had actually made them), (ii)
such terminated Special Servicer shall thereafter be entitled to Workout Fees,
as and to the extent expressly permitted by Section 3.11(b), and (iii) such
terminated Special Servicer shall continue to be entitled to the benefits of
Section 6.03, notwithstanding any such termination; and provided, further, that
such terminated Special Servicer shall continue to be obligated to pay (and
entitled to receive) all other amounts accrued to (or owing by) it under this
Agreement on or prior to the effective date of such termination. Such terminated
Special Servicer shall cooperate with the Trustee and the replacement to such
terminated Special Servicer in effecting the transfer of such terminated Special
Servicer's responsibilities and rights hereunder to its successor, including the
transfer within two Business Days of its termination becoming effective pursuant
to this Section 7.01(d), to the replacement to such terminated Special Servicer
for administration by it of all cash amounts that at the time are or should have
been credited by such terminated Special Servicer to the REO Account or to any
Servicing Account or should have been delivered to the Master Servicer or that
are thereafter received by or on behalf of such terminated Special Servicer with
respect to any Mortgage Loan or REO Property. No penalty or fee shall be payable
to the Special Servicer with respect to any termination pursuant to this Section
7.01(d). Any expenses of the Trust as a result of any termination pursuant to
this Section 7.01(d) shall be paid by the Holders who effected such termination.

            (e) The Master Servicer and Special Servicer shall, from time to
time, take all such actions as are required by them in order to maintain their
respective status as an approved servicer and special servicer, as applicable,
and as pertains to this transaction, with each of the Rating Agencies.

                  Section 7.02 Trustee to Act; Appointment of Successor

            On and after the time the Master Servicer or the Special Servicer,
as the case may be, either resigns pursuant to clause (a) of the first sentence
of Section 6.04(a) or receives a notice of termination for cause pursuant to
Section 7.01(b); and provided that no acceptable successor has been appointed,
the Trustee shall be and become the successor to such Master Servicer or Special
Servicer, as the case may be, in all respects in its capacity as such Master
Servicer or the Special Servicer, as applicable, under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties, liabilities and limitations on liability relating
thereto and that arise thereafter placed on or for the benefit of such Master
Servicer or the Special Servicer by the terms and provisions hereof; provided,
however, that any failure to perform such duties or responsibilities caused by
the terminated party's failure under Section 7.01 to provide information or
moneys required hereunder shall not be considered a default by such successor
hereunder.

            The appointment of a successor Master Servicer shall not affect any
liability of the predecessor Master Servicer which may have arisen prior to its
termination as the Master Servicer, and the appointment of a successor Special
Servicer shall not affect any liability of the predecessor Special Servicer
which may have arisen prior to its termination as Special Servicer. The Trustee
in its capacity as successor to the Master Servicer or the Special Servicer, as
the case may be, shall not be liable for any of the representations and
warranties of such Master Servicer or the Special Servicer, respectively, herein
or in any related document or agreement, for any acts or omissions of the
predecessor Master Servicer or the Special Servicer or for any losses incurred
by such Master Servicer pursuant to Section 3.06 hereunder, nor shall the
Trustee be required to purchase any Trust Mortgage Loan hereunder.

            As compensation therefor, the Trustee as successor Master Servicer
shall be entitled to all Master Servicing Fees and all fees relating to the
applicable Mortgage Loans, to which such Master Servicer would have been
entitled if such Master Servicer had continued to act hereunder (subject to
Section 3.11(a) with respect to the Excess Servicing Strip and the Assignable
Primary Servicing Fee), including but not limited to any income or other benefit
from any Permitted Investment of funds in the Master Servicer Account pursuant
to Section 3.06, and as successor to the Special Servicer shall be entitled to
the Special Servicing Fees to which the Special Servicer would have been
entitled if the Special Servicer had continued to act hereunder. Should the
Trustee succeed to the capacity of the Master Servicer or the Special Servicer,
the Trustee shall be afforded the same standard of care and liability as such
Master Servicer or the Special Servicer, as applicable, hereunder
notwithstanding anything in Section 8.01 to the contrary, but only with respect
to actions taken by it in its role as successor Master Servicer or successor
Special Servicer, as the case may be, and not with respect to its role as
Trustee hereunder. The Trustee shall not be entitled to receive the Assignable
Primary Servicing Fees.

            Notwithstanding the above, the Trustee may, if it shall be unwilling
to act as successor to the Master Servicer or the Special Servicer, as the case
may be, or shall, if it is unable to so act, or if the Trustee is not approved
as a master servicer or special servicer, as applicable, by each Rating Agency,
or if the Holders of Certificates entitled to a majority of the Voting Rights so
request in writing to the Trustee, promptly appoint, or petition a court of
competent jurisdiction to appoint, any established mortgage loan servicing
institution which meets the criteria set forth herein, as the successor to the
Master Servicer or the Special Servicer, as applicable, hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
such Master Servicer or Special Servicer, as the case may be, hereunder. No
appointment of a successor to the Master Servicer or the Special Servicer under
this Section 7.02 shall be effective (i) until each of the Rating Agencies shall
have confirmed in writing that its then-current rating (if any) of each Class of
Certificates will not be qualified (as applicable), downgraded or withdrawn by
reason thereof and (ii) until the assumption in writing by the successor to such
Master Servicer or the Special Servicer of all its responsibilities, duties and
liabilities of such Master Servicer or the Special Servicer, as the case may be,
hereunder that arise thereafter. Pending appointment of a successor to the
Master Servicer or the Special Servicer hereunder, unless the Trustee shall be
prohibited by law from so acting, the Trustee shall act in such capacity as
herein above provided.

            In connection with such appointment and assumption of a successor to
the Master Servicer or Special Servicer as described herein, subject to Section
3.11(a), the Trustee may make such arrangements for the compensation of such
successor out of payments on the Trust Mortgage Loans as it and such successor
shall agree; provided, however, that no such compensation with respect to a
successor Master Servicer or successor Special Servicer, as the case may be,
shall be in excess of that permitted the terminated Master Servicer or Special
Servicer, as the case may be, hereunder, excluding the Assignable Primary
Servicing Fee except to the extent that any portion of such Assignable Primary
Servicing Fee is needed (as set forth in Section 3.11(a)) to compensate any
replacement primary servicer; provided, further, that if no successor can be
obtained for such compensation, then, subject to approval by the Rating
Agencies, additional amounts shall be paid to such successor and such amounts in
excess of that permitted the terminated Master Servicer or Special Servicer, as
the case may be, shall be treated as Additional Trust Fund Expenses. The
Trustee, the Master Servicer or the Special Servicer (whichever is not the
terminated party) and such successor shall take such action, consistent with
this Agreement, as shall be necessary to effectuate any such succession. Any
costs and expenses associated with the transfer of the servicing function (other
than with respect to a termination without cause) under this Agreement shall be
borne by the predecessor Master Servicer or Special Servicer.

                  Section 7.03 Notification to Certificateholders

            (a) Upon any resignation of the Master Servicer or the Special
Servicer pursuant to Section 6.04, any termination of the Master Servicer or the
Special Servicer pursuant to Section 7.01 or any appointment of a successor to
the Master Servicer or the Special Servicer pursuant to Section 7.02, the
Trustee shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register and, to the extent
that a Responsible Officer of the Trustee has actual knowledge of the identities
thereof, to each affected B Loan Holder, if any.

            (b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) 5 days after the Trustee would be deemed
to have notice of the occurrence of such an event in accordance with Section
8.02(vii), the Trustee shall forward to the Depositor, Certificateholders, and,
to the extent that a Responsible Officer of the Trustee has actual knowledge of
the identities thereof, to each affected B Loan Holder, if any, notice of such
occurrence, unless such default shall have been cured.

                  Section 7.04 Waiver of Events of Default

            The Holders of Certificates representing at least 66-2/3% of the
Voting Rights allocated to each Class of Certificates affected by any Event of
Default hereunder may waive such Event of Default within 20 days of the receipt
of notice from the Trustee of the occurrence of such Event of Default; provided,
however, that an Event of Default described in clause (i) or (ii) of Section
7.01(a) may only be waived by 100% of the Certificateholders of the affected
Classes. Upon any such waiver of an Event of Default and reimbursement by the
party requesting such waiver to the Trustee of all costs and expenses incurred
by it in connection with such Event of Default and prior to its waiver, such
Event of Default shall cease to exist and shall be deemed to have been remedied
for every purpose hereunder. No such waiver shall extend to any subsequent or
other Event of Default or impair any right consequent thereon except to the
extent expressly so waived. Notwithstanding any other provisions of this
Agreement, for purposes of waiving any Event of Default pursuant to this Section
7.04, Certificates registered in the name of the Depositor or any Affiliate of
the Depositor shall be entitled to the same Voting Rights with respect to the
matters described above as they would if any other Person held such
Certificates.

                  Section 7.05 Trustee Advances

            If the Master Servicer fails to fulfill its obligations hereunder to
make any Advances, the Trustee shall perform such obligations (x) in accordance
with Section 3.03(c) with respect to Servicing Advances and (y) by 12:00 noon,
New York City time, on the related Distribution Date with respect to P&I
Advances. With respect to any such Advance made by the Trustee, the Trustee
shall succeed to all of the Master Servicer's rights with respect to Advances
hereunder, including, without limitation, the Master Servicer's rights of
reimbursement and interest on each Advance at the Reimbursement Rate, and rights
to determine that a proposed Advance is a Nonrecoverable P&I Advance or
Servicing Advance, as the case may be; provided, however, that if Advances made
by both the Trustee and the Master Servicer shall at any time be outstanding, or
any interest on any Advance shall be accrued and unpaid, all amounts available
to repay such Advances and the interest thereon hereunder shall be applied
entirely to the Advances outstanding to the Trustee, until such Advances shall
have been repaid in full, together with all interest accrued thereon, prior to
reimbursement of the Master Servicer for such Advances. The Trustee shall be
entitled to conclusively rely on any notice given with respect to a
Nonrecoverable Advance hereunder.

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

                  Section 8.01 Duties of Trustee

            (a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement and no permissive right of the Trustee shall be
construed as a duty. If an Event of Default occurs and is continuing, then
(subject to Section 8.02(vii)) the Trustee shall exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of care and skill
in their exercise as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs. Any permissive right of the Trustee contained
in this Agreement shall not be construed as a duty.

            (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall make a request to the responsible party to
have the instrument corrected, and if the instrument is not corrected to the
Trustee's reasonable satisfaction, the Trustee will provide notice thereof to
the Certificateholders. The Trustee shall not be responsible for the accuracy or
content of any resolution, certificate, statement, opinion, report, document,
order or other instrument furnished by the Depositor, the Master Servicer or the
Special Servicer, and accepted by the Trustee in good faith, pursuant to this
Agreement.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:

            (i) Prior to the occurrence of an Event of Default, and after the
      curing of all such Events of Default which may have occurred, the
      Trustee's duties and obligations shall be determined solely by the express
      provisions of this Agreement, the Trustee shall not be liable except for
      the performance of such duties and obligations as are specifically set
      forth in this Agreement, no implied covenants or obligations shall be read
      into this Agreement against the Trustee and, in the absence of bad faith
      on the part of the Trustee, the Trustee may conclusively rely, as to the
      truth of the statements and the correctness of the opinions expressed
      therein, upon any certificates or opinions furnished to the Trustee and
      conforming to the requirements of this Agreement;

            (ii) The Trustee shall not be personally liable for an error of
      judgment made in good faith by a Responsible Officer or Responsible
      Officers of the Trustee, unless it shall be proved that the Trustee was
      negligent in ascertaining the pertinent facts;

            (iii) The Trustee shall not be liable with respect to any action
      taken, suffered or omitted to be taken by it in good faith in accordance
      with the direction of Holders of Certificates entitled to at least 25% of
      the Voting Rights relating to the time, method and place of conducting any
      proceeding for any remedy available to the Trustee, or exercising any
      trust or power conferred upon the Trustee, under this Agreement (unless a
      higher percentage of Voting Rights is required for such action); and

            (iv) Subject to the other provisions of this Agreement and without
      limiting the generality of this Section 8.01, the Trustee shall have no
      duty except in the capacity as successor Master Servicer or successor
      Special Servicer (A) to see to any recording, filing or depositing of this
      Agreement or any agreement referred to herein or any financing statement
      or continuation statement evidencing a security interest, or to see to the
      maintenance of any such recording or filing or depositing or to any
      re-recording, refiling or redepositing of any thereof, (B) to see to any
      insurance, or (C) to confirm or verify the contents of any reports or
      certificates of the Master Servicer or the Special Servicer delivered to
      the Trustee pursuant to this Agreement reasonably believed by the Trustee
      to be genuine and to have been signed or presented by the proper party or
      parties.

                  Section 8.02 Certain Matters Affecting the Trustee

            Except as otherwise provided in Section 8.01:

            (i) The Trustee may rely upon and shall be protected in acting or
      refraining from acting upon any resolution, Officer's Certificate,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, Appraisal, bond or other
      paper or document reasonably believed by it to be genuine and to have been
      signed or presented by the proper party or parties;

            (ii) The Trustee may consult with counsel and the written advice of
      such counsel or any Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered or
      omitted by it hereunder in good faith and in accordance therewith;

            (iii) The Trustee shall not be under any obligation to exercise any
      of the trusts or powers vested in it by this Agreement or to make any
      investigation of matters arising hereunder or to institute, conduct or
      defend any litigation hereunder or in relation hereto at the request,
      order or direction of any of the Certificateholders, pursuant to the
      provisions of this Agreement, unless, in the Trustee's reasonable opinion,
      such Certificateholders shall have offered to the Trustee reasonable
      security or indemnity against the costs, expenses and liabilities which
      may be incurred therein or thereby; the Trustee shall not be under any
      obligation to take any action to enforce the rights of the Trust Fund
      under the Swap Agreement except in accordance with Section 3.35(f); the
      Trustee shall not be required to expend or risk its own funds or otherwise
      incur any financial liability in the performance of any of its duties
      hereunder, or in the exercise of any of its rights or powers, if it shall
      have reasonable grounds for believing that repayment of such funds or
      adequate indemnity against such risk or liability is not reasonably
      assured to it; nothing contained herein shall, however, relieve the
      Trustee of the obligation, upon the occurrence of an Event of Default
      which has not been cured, to exercise such of the rights and powers vested
      in it by this Agreement, and to use the same degree of care and skill in
      their exercise as a prudent man would exercise or use under the
      circumstances in the conduct of his own affairs;

            (iv) The Trustee shall not be liable for any action reasonably
      taken, suffered or omitted by it in good faith and believed by it to be
      authorized or within the discretion or rights or powers conferred upon it
      by this Agreement;

            (v) Prior to the occurrence of an Event of Default hereunder and
      after the curing of all Events of Default which may have occurred, the
      Trustee shall not be bound to make any investigation into the facts or
      matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, bond or other
      paper or document, unless requested in writing to do so by Holders of
      Certificates entitled to at least 50% of the Voting Rights; provided,
      however, that if the payment within a reasonable time to the Trustee of
      the costs, expenses or liabilities likely to be incurred by it in the
      making of such investigation is, in the opinion of the Trustee, not
      reasonably assured to the Trustee by the security afforded to it by the
      terms of this Agreement, the Trustee may require reasonable indemnity
      against such expense or liability as a condition to taking any such
      action;

            (vi) The Trustee may execute any of the trusts or powers hereunder
      or perform any duties hereunder either directly or by or through agents or
      attorneys; provided, however, that the appointment of such agents or
      attorneys shall not relieve the Trustee of its duties or obligations
      hereunder; provided, further, that the Trustee may not perform any duties
      hereunder through any Person that is a Prohibited Party;

            (vii) For all purposes under this Agreement, the Trustee shall not
      be required to take any action with respect to, or be deemed to have
      notice or knowledge of any default or Event of Default unless a
      Responsible Officer of the Trustee has actual knowledge thereof or shall
      have received written notice thereof. In the absence of receipt of such
      notice and such actual knowledge otherwise obtained, the Trustee may
      conclusively assume that there is no default or Event of Default;

            (viii) The Trustee shall not be responsible for any act or omission
      of the Master Servicer, the Special Servicer or the Series 2008-C1
      Directing Certificateholder (unless it is acting as the Master Servicer,
      the Special Servicer or the Series 2008-C1 Directing Certificateholder, as
      the case may be) or of the Depositor; and

            (ix) The Trustee shall not be required to give any bond or surety in
      respect of the execution of the Trust Fund created hereby or the power
      granted hereunder.

                  Section 8.03 Trustee Not Liable for Validity or Sufficiency of
      Certificates or Trust Mortgage Loans

            The recitals contained herein and in the Certificates, other than
the acknowledgments and expressed intentions of the Trustee in Sections 2.01,
2.02, 2.04, 2.05, 3.01, 10.01, 11.04 and 11.07 and the representations and
warranties of the Trustee in Section 8.13, shall be taken as the statements of
the Depositor, the Master Servicer or the Special Servicer, as the case may be,
and the Trustee assumes no responsibility for their correctness. The Trustee
does not make any representations as to the validity or sufficiency of this
Agreement or of any Certificate or of any Trust Mortgage Loan or related
document. The Trustee shall not be accountable for the use or application by the
Depositor of any of the Certificates issued to it or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor
in respect of the assignment of the Trust Mortgage Loans to the Trust Fund, or
any funds deposited in or withdrawn from the Collection Account or any other
account by or on behalf of the Depositor, the Master Servicer, the Special
Servicer or the Trustee. The Trustee shall not be responsible for the accuracy
or content of any resolution, certificate, statement, opinion, report, document,
order or other instrument furnished by the Depositor, the Master Servicer or the
Special Servicer, and accepted by the Trustee, in good faith, pursuant to this
Agreement.

                  Section 8.04 Trustee May Own Certificates

            The Trustee, in its individual capacity and not as Trustee, may
become the owner or pledgee of Certificates, and may deal with the Depositor,
the Master Servicer, the Special Servicer, the Initial Purchasers and the
Underwriters in banking transactions, with the same rights it would have if it
were not Trustee.

                  Section 8.05 Fees and Expenses of Trustee; Indemnification of
      and by Trustee

            (a) On each Distribution Date, the Trustee shall withdraw from the
Distribution Account, prior to any distributions to be made therefrom to
Certificateholders on such date, and pay to itself all earned but unpaid Trustee
Fees in respect of the Trust Mortgage Loans and any REO Trust Mortgage Loans
through the end of the most recently ended calendar month, as compensation for
all services rendered by the Trustee in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties of
the Trustee. As to each Trust Mortgage Loan and REO Trust Mortgage Loan, the
Trustee Fee, shall accrue during each calendar month, commencing with April
2008, at the Trustee Fee Rate on a principal amount equal to the Stated
Principal Balance of such Trust Mortgage Loan or REO Trust Mortgage Loan
immediately following the Distribution Date in such calendar month (or, in the
case of April 2008, on a principal amount equal to the Cut-off Date Principal
Balance of the particular Trust Mortgage Loan), whether or not interest is
actually collected on each Trust Mortgage Loan and REO Trust Mortgage Loan. With
respect to each Trust Mortgage Loan and REO Trust Mortgage Loan, the Trustee Fee
shall accrue from time to time on the same Interest Accrual Period as is
applicable to such Trust Mortgage Loan or REO Trust Mortgage Loan. Except as
otherwise expressly provided herein, the Trustee Fees (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust) shall constitute the Trustee's sole compensation for such
services to be rendered by it.

            (b) The Trustee shall be paid or reimbursed by the Trust Fund upon
its request for all reasonable out-of-pocket expenses and disbursements incurred
by the Trustee pursuant to and in accordance with any of the provisions of this
Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ) to
the extent such payments are "unanticipated expenses incurred by the REMIC"
within the meaning of Treasury Regulations Section 1.860G-1(b)(iii) except any
such expense, disbursement or advance as may arise from its negligence, bad
faith or willful misconduct; provided, however, that subject to Section
8.02(iii), the Trustee shall not refuse to perform any of its duties hereunder
solely as a result of the failure to be paid the Trustee Fee or the Trustee's
expenses .

            (c) The Trustee and any Affiliate, director, officer, employee or
agent of the Trustee shall be indemnified and held harmless by the Trust Fund
against any loss, liability or expense (including, without limitation, costs and
expenses of litigation, and of investigation, counsel fees, damages, judgments
and amounts paid in settlement, and expenses incurred in becoming successor
servicer, to the extent not otherwise paid hereunder) arising out of, or
incurred in connection with, this Agreement, the Mortgage Loans, the
Certificates or any act or omission of the Trustee relating to the exercise and
performance of any of the powers and duties of the Trustee hereunder; provided,
however, that neither the Trustee nor any of the other above specified Persons
shall be entitled to indemnification pursuant to this Section 8.05(c) for (i)
allocable overhead, (ii) routine expenses or disbursements incurred or made by
or on behalf of the Trustee in the normal course of the Trustee's performing its
duties in accordance with any of the provisions hereof, which are not
"unanticipated expenses of the REMIC" within the meaning of Treasury Regulations
Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required
to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of the Trustee's obligations and duties hereunder, or by reason
of negligent disregard of such obligations or duties, or as may arise from a
breach of any representation or warranty of the Trustee made herein. The
provisions of this Section 8.05(c) shall survive any resignation or removal of
the Trustee and appointment of a successor thereto.

                  Section 8.06 Eligibility Requirements for Trustee

            The Trustee hereunder shall at all times be, and will be required to
resign if it fails to be, (i) a corporation, bank, trust company or banking
association, organized and doing business under the laws of any state or the
United States of America or the District of Columbia, authorized under such laws
to exercise corporate trust powers and to accept the trust conferred under this
Agreement, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority and shall
not be an Affiliate of the Depositor, the Master Servicer or the Special
Servicer (except during any period when the Trustee is acting as, or has become
successor to, the Master Servicer or the Special Servicer, as the case may be,
pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit
Insurance Corporation and (iii) an institution whose long-term senior unsecured
debt is rated "AA-" or higher by S&P and Fitch (or such entity as would not, as
evidenced in writing by such Rating Agency, result in an Adverse Rating Event
with respect to any Class of Rated Certificates).

            If such corporation, bank, trust company or national banking
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section the combined capital and surplus of such
corporation, bank, trust company or national banking association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published.

                  Section 8.07 Resignation and Removal of the Trustee

            (a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Master Servicer, the Special Servicer, all Certificateholders or the B Loan
Holders. Upon receiving such notice of resignation, the Depositor shall promptly
appoint a successor trustee acceptable to the Master Servicer, in its reasonable
discretion, and to the Rating Agencies (as evidenced in writing by such Rating
Agency that such appointment would not result in an Adverse Rating Event as to
any Class of Rated Certificates), by written instrument, in duplicate, which
instrument shall be delivered to the resigning Trustee and to the successor
trustee. A copy of such instrument shall be delivered to the Master Servicer,
the Special Servicer, the Certificateholders and the B Loan Holders by the
Depositor. If no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee. The resigning Trustee
shall be responsible for the payment of all reasonable expenses incurred in
connection with such resignation and discharge and the appointment of a
successor trustee.

            (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 or if the Depositor has received
notice from the Rating Agencies that failure to remove the Trustee will result
in an Adverse Rating Event as to any Class of Rated Certificates, and shall fail
to resign after written request therefor by the Depositor or the Master
Servicer, or if at any time the Trustee shall become incapable of acting, or
shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its
property shall be appointed, or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Depositor may remove the Trustee and
appoint a successor trustee acceptable to the Master Servicer and the Rating
Agencies (as evidenced in writing by such Rating Agency that such removal and
appointment would not result in an Adverse Rating Event as to any Class of Rated
Certificates), by written instrument, in duplicate, which instrument shall be
delivered to the Trustee so removed and to the successor trustee. A copy of such
instrument shall be delivered to the Master Servicer, the Special Servicer, the
Certificateholders and the B Loan Holders by the Depositor.

            (c) The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Master Servicer, one complete set to the Trustee so
removed and one complete set to the successor so appointed. A copy of such
instrument shall be delivered to the Depositor, the Special Servicer, the
remaining Certificateholders and the B Loan Holders by the Master Servicer at
the expense of the Trust Fund. The Trustee shall be reimbursed for all
reasonable costs and expenses incurred by it in connection with such removal
within 30 days of demand therefor from amounts on deposit in the Distribution
Account (provided the Trustee is removed without cause).

            Any resignation or removal of the Trustee and appointment of a
successor trustee or pursuant to any of the provisions of this Section 8.07
shall not become effective until acceptance of appointment by the successor
trustee as provided in Section 8.08.

            Within 30 days following any succession of the Trustee under this
Agreement, the predecessor Trustee shall be paid all accrued and unpaid
compensation and reimbursement as provided for under this Agreement for services
rendered and expenses incurred. No Trustee shall be liable for any action or
omission of any successor trustee.

                  Section 8.08 Successor Trustee

            (a) Any successor trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the Master Servicer,
the Special Servicer and to its predecessor Trustee, an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee, shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as Trustee herein. The predecessor Trustee
shall deliver to the successor trustee all Mortgage Files and related documents
and statements held by it hereunder, and the Depositor, the Master Servicer, the
Special Servicer and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required to more fully
and certainly vest and confirm in the successor trustee all such rights, powers,
duties and obligations, and to enable the successor trustee to perform its
obligations hereunder.

            (b) No successor trustee shall accept appointment as provided in
this Section 8.08 unless at the time of such acceptance such successor trustee
is or shall be eligible under the provisions of Section 8.06 and is not a
Prohibited Party.

            (c) Upon acceptance of appointment by a successor trustee as
provided in this Section 8.08, the Master Servicer shall, at the expense of the
Trust Fund (if in connection with the first paragraph of Section 8.07(c)), or
otherwise at the expense of the successor trustee, mail notice of the succession
of such Trustee hereunder to the Depositor, the Certificateholders and the B
Loan Holders. If the Master Servicer fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, such successor trustee
shall cause such notice to be mailed at the expense of the successor trustee.

                  Section 8.09 Merger or Consolidation of Trustee

            Any Person into which the Trustee may be merged or converted or with
which it may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any Person succeeding
to all or substantially all of the corporate trust business of the Trustee,
shall be the successor of the Trustee, hereunder (provided that such successor
Person shall be eligible under the provisions of Section 8.06), without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

                  Section 8.10 Appointment of Co-Trustee or Separate Trustee

            (a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing the same may at the time be located,
the Master Servicer and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity, such title
to the Trust Fund, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Master Servicer and the Trustee may consider necessary or desirable. If the
Master Servicer shall not have joined in such appointment within 15 days after
the receipt by it of a request to do so (which failure shall not constitute an
Event of Default hereunder), or in case an Event of Default shall have occurred
and be continuing, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.

            (b) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer or the Special Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such act
or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.

            (c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee.

            (d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

            (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

                  Section 8.11 Access to Certain Information

            (a) On or prior to the date of the first sale of any Non-Registered
Certificate to an Independent third party, the Depositor shall provide to the
Trustee a copy of any private placement memorandum or other disclosure document
used by the Depositor or its Affiliate in connection with the offer and sale of
the Class of Certificates to which such Non-Registered Certificate relates. In
addition, if any such private placement memorandum or disclosure document is
revised, amended or supplemented at any time following the delivery thereof to
the Trustee, the Depositor promptly shall inform the Trustee of such event and
shall deliver to the Trustee a copy of the private placement memorandum or
disclosure document, as revised, amended or supplemented.

            The Trustee shall maintain at its offices primarily responsible for
administering the Trust Fund and shall, upon reasonable advance written notice,
make available during normal business hours for review by any Holder of a
Certificate, each B Loan Holder and its designees, the Depositor, the Master
Servicer, the Special Servicer, the Series 2008-C1 Directing Certificateholder,
any Rating Agency, the Underwriters or any other Person to whom the Trustee
believes such disclosure is appropriate, originals or copies of the following
items to the extent such documents have been delivered to the Trustee: (i) in
the case of a Holder or prospective transferee of a Non-Registered Certificate,
any private placement memorandum or other disclosure document relating to the
Class of Certificates to which such Non-Registered Certificate belongs, in the
form most recently provided to the Trustee and (ii) in all cases, (A) this
Agreement and any amendments hereto entered into pursuant to Section 11.01, (B)
the Prospectus and any amendments or supplements thereto, (C) the respective
Mortgage Loan Purchase Agreements and any amendments thereto, (D) all statements
required to be delivered, or otherwise required to be made available, to
Certificateholders of the relevant Class pursuant to Section 4.02 since the
Closing Date, (E) all Officer's Certificates delivered to the Trustee since the
Closing Date pursuant to Section 12.11 or 12.12, (F) all accountants' reports
delivered to the Trustee since the Closing Date pursuant to Section 12.13, (G)
any and all modifications, waivers and amendments of the terms of a Mortgage
Loan entered into by the Master Servicer or the Special Servicer and delivered
to the Trustee pursuant to Section 3.20 (but only for so long as the affected
Trust Mortgage Loan is part of the Trust Fund), (H) any and all Officer's
Certificates delivered to the Trustee to support the Master Servicer's
determination that any P&I Advance or Servicing Advance was or, if made, would
be a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance, as the case
may be, (I) any and all of the Mortgage Loan Documents contained in the Mortgage
Files, (J) information regarding the occurrence of Servicing Transfer Events as
to the Trust Mortgage Loans and (K) any and all Sub-Servicing Agreements and any
amendments thereto and modifications thereof.

            Copies of any and all of the foregoing items will be available from
the Trustee upon written request; provided, however, that the Trustee shall be
permitted to require payment of a sum sufficient to cover the reasonable costs
and expenses of providing such copies, except in the case of copies provided to
the Rating Agencies and, so long as the requests are not excessive or
duplicative, to the Series 2008-C1 Directing Certificateholder, which shall be
free of charge. In addition, without limiting the generality of the foregoing,
any Requesting Subordinate Certificateholder may upon written request from the
Trustee obtain a copy of any report delivered to the Rating Agencies under this
Agreement.

            (b) Notwithstanding anything to the contrary herein, in addition to
the reports and information made available and distributed pursuant to the terms
of this Agreement (including the information set forth in Section 8.11(a)), the
Trustee shall, in accordance with such reasonable rules and procedures as it may
adopt (which may include the requirement that an agreement that provides that
such information shall be kept confidential and used solely for purposes of
evaluating the investment characteristics of the Certificates be executed), also
make the reports available to Certificateholders pursuant to Section 4.02, and,
with respect to any Mortgage Loan Combination, the related B Loan Holder(s), as
well as certain additional information received by the Trustee to any
Certificateholder, the Underwriters, the Initial Purchasers, any Certificate
Owner, any B Loan Holder or any prospective investor identified as such by a
Certificate Owner or the Underwriters or Initial Purchasers or, with respect to
any Mortgage Loan Combination, a related B Loan Holder, as applicable, that
requests such reports or information; provided that the Trustee shall be
permitted to require payment of a sum sufficient to cover the reasonable costs
and expenses of providing copies of such reports or information; and provided,
further, that no B Loan Holder or prospective investor in a B Loan shall be
entitled to any such report or information except to the extent that it relates
to the subject Mortgage Loan Combination.

            (c) With respect to any information furnished by the Trustee
pursuant to this Section 8.11, the Trustee shall be entitled to indicate the
source of such information and the Trustee may affix thereto any disclaimer it
deems appropriate in its discretion. The Trustee shall notify Certificateholders
of the availability of any such information in any manner as it, in its sole
discretion, may determine. In connection with providing access to or copies of
the items described above in this Section 8.11 to Certificateholders,
Certificate Owners, prospective purchasers of Certificates or interests therein
or licensed or registered investment advisors of any of the foregoing, the
Trustee may require: (i) in the case of Certificateholders and Certificate
Owners, a confirmation executed by the requesting Person substantially in form
and substance reasonably acceptable to the Trustee generally to the effect that
such Person is a registered or beneficial holder of Certificates or an
investment advisor representing such Person and is requesting the information
solely for use in evaluating such Person's investment in the Certificates and
will otherwise keep such information confidential; and (ii) in the case of a
prospective purchaser or a licensed or registered investment advisor
representing such Person, confirmation executed by the requesting Person in form
and substance reasonably acceptable to the Trustee generally to the effect that
such Person is a prospective purchaser of a Certificate or an interest therein
or a licensed or registered investment advisor representing such Person, and is
requesting the information solely for use in evaluating a possible investment in
Certificates and will otherwise keep such information confidential. The Trustee
shall not be liable for the dissemination of information in accordance with this
Agreement.

                  Section 8.12 Appointment of Custodians

            The Trustee may, with the consent of the Master Servicer, appoint at
the Trustee's own expense one or more Custodians to hold all or a portion of the
Mortgage Files as agent for the Trustee; provided that if the Custodian is an
Affiliate of the Trustee such consent of the Master Servicer need not be
obtained and the Trustee shall inform the Master Servicer of such appointment.
Each Custodian shall be a depositary institution supervised and regulated by a
federal or state banking authority, shall have combined capital and surplus of
at least $10,000,000, shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File, shall not be the Depositor, any Mortgage Loan
Seller or any Affiliate of the Depositor or any Mortgage Loan Seller, and shall
have in place a fidelity bond and errors and omissions policy, each in such form
and amount as is customarily required of custodians acting on behalf of FHLMC or
FNMA. Each Custodian shall be subject to the same obligations, standard of care,
protection and indemnities as would be imposed on, or would protect, the Trustee
hereunder in connection with the retention of Mortgage Files directly by the
Trustee. The appointment of one or more Custodians shall not relieve the Trustee
from any of its obligations hereunder, and the Trustee shall remain responsible
for all acts and omissions of any Custodian.

                  Section 8.13 Representations, Warranties and Covenants of the
      Trustee

            The Trustee hereby represents and warrants to the Depositor, the
Master Servicer and the Special Servicer and for the benefit of the
Certificateholders and the B Loan Holders, as of the Closing Date, that:

            (i) The Trustee is a national banking association, duly organized,
      validly existing and in good standing under the laws of the United States;

            (ii) The execution and delivery of this Agreement by the Trustee,
      and the performance and compliance with the terms of this Agreement by the
      Trustee, will not violate the Trustee's organizational documents or
      constitute a default (or an event which, with notice or lapse of time, or
      both, would constitute a default) under, or result in the breach of, any
      material agreement or other instrument to which it is a party or which is
      applicable to it or any of its assets;

            (iii) The Trustee has the full power and authority to enter into and
      consummate all transactions contemplated by this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement;

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Trustee, enforceable against the Trustee in
      accordance with the terms hereof, subject to (a) applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws affecting the
      enforcement of creditors' rights generally and the rights of creditors of
      banks specifically and (b) general principles of equity, regardless of
      whether such enforcement is considered in a proceeding in equity or at
      law;

            (v) The Trustee is not in violation of, and its execution and
      delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Trustee's good faith and reasonable
      judgment, is likely to affect materially and adversely the ability of the
      Trustee to perform its obligations under this Agreement;

            (vi) No litigation is pending or, to the best of the Trustee's
      knowledge, threatened against the Trustee which would prohibit the Trustee
      from entering into this Agreement or, in the Trustee's good faith and
      reasonable judgment, is likely to materially and adversely affect the
      ability of the Trustee to perform its obligations under this Agreement;
      and

            (vii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Trustee, or compliance by the Trustee with, this
      Agreement or the consummation of the transactions contemplated by this
      Agreement, except for any consent, approval, authorization or order which
      has not been obtained or cannot be obtained prior to the actual
      performance by the Trustee of its obligations under this Agreement, and
      which, if not obtained would not have a materially adverse effect on the
      ability of the Trustee to perform its obligations hereunder.

                                   ARTICLE IX

                                   TERMINATION

                  Section 9.01 Termination upon Repurchase or Liquidation of All
      Trust Mortgage Loans

            Subject to Section 9.02, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicer, the Special Servicer and the Trustee (other than the
obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth) shall terminate upon payment (or
provision for payment) to the Certificateholders of all amounts held by or on
behalf of the Trustee and required hereunder to be so paid on the Distribution
Date following the earliest to occur of (i) the purchase by the Holders of a
majority of the Percentage Interests of the Controlling Class, the Special
Servicer or the Master Servicer of all the Trust Mortgage Loans and each REO
Property remaining in the Trust Fund at a price (the "Termination Price") equal
to (a) the sum of (1) the aggregate Purchase Price of all the Trust Mortgage
Loans (exclusive of REO Trust Mortgage Loans) included in the Trust Fund and (2)
the Appraised Value of each REO Property, if any, included in the Trust Fund
(such Appraisals in this subclause (2) to be conducted by an Appraiser selected
and mutually agreed upon by the Master Servicer, the Special Servicer and the
Trustee), minus (b) (1) solely in the case where the Master Servicer is
effecting such purchase, the aggregate amount of unreimbursed Advances made by
such Master Servicer, together with any interest accrued and payable to such
Master Servicer in respect of such Advances in accordance with Sections 3.03(d)
and 4.03(d) and any unpaid Master Servicing Fees (including Excess Servicing
Strip and Primary Servicing Fees), remaining outstanding (which items shall be
deemed to have been paid or reimbursed to such Master Servicer in connection
with such purchase) or (2) solely in the case where the Special Servicer is
effecting such purchase, the aggregate amount of unreimbursed Advances, together
with any interest accrued and payable to the Special Servicer in respect of such
Advances in accordance with Section 3.03(d) and any unpaid Special Servicing
Fees remaining outstanding (which items shall be deemed to have been paid or
reimbursed to the Special Servicer in connection with such purchase), and (ii)
the final payment or other liquidation (or any advance with respect thereto) of
the last Trust Mortgage Loan or REO Property remaining in the Trust Fund;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James's, living on the date hereof.

            The Holders of a majority of the Percentage Interests of the
Controlling Class may, at their option, elect to purchase all of the Trust
Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated
by clause (i) of the preceding paragraph by giving written notice to the Trustee
and the other parties hereto within 60 days of the first Distribution Date on
which the aggregate Stated Principal Balance of the Mortgage Pool is less than
1.0% of the aggregate Cut-off Date Principal Balance of the Original Trust
Mortgage Loans. If the Holders of a majority of the Percentage Interests of the
Controlling Class do not exercise such option within 60 days after it becomes
exercisable by the Holders of a majority of the Percentage Interests of the
Controlling Class, the Master Servicer may notify the Holders of a majority of
the Percentage Interests in the Controlling Class and the Trustee of its
intention to exercise such option and if the Holders of a majority of the
Percentage Interests of the Controlling Class do not exercise such option within
ten Business Days thereafter, the Master Servicer shall be entitled to exercise
such option. If the Master Servicer does not exercise such option within 60 days
after it becomes exercisable by it, the Special Servicer may notify the Holders
of the Controlling Class and the Trustee of such Special Servicer's intention to
exercise such option.

            If the Holders of the Controlling Class, the Special Servicer or the
Master Servicer purchases all of the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund in accordance with the preceding paragraph, the
Holders of the Controlling Class, the Special Servicer or such Master Servicer,
as applicable, shall remit to the Trustee for deposit into the Distribution
Account not later than the Master Servicer Remittance Date relating to the
Distribution Date on which the final distribution on the Certificates is to
occur, an amount in immediately available funds equal to the Termination Price
(exclusive of (i) any portion thereof payable to any Person other than the
Certificateholders pursuant to Section 3.05(a), which portion shall be deposited
in the Collection Account, (ii) any portion thereof that is payable to a B Loan
Holder in connection with an REO Property in accordance with the related
intercreditor, co-lender or similar agreement, which portion is to be remitted
to such B Loan Holder, and (iii) any portion thereof representing accrued and
unpaid Excess Interest, which shall be deposited in the Excess Interest
Distribution Account). In addition, the Master Servicer shall transfer to the
Distribution Account all amounts required to be transferred thereto on such
Master Servicer Remittance Date from the Collection Account pursuant to the
first paragraph of Section 3.04(b), together with any other amounts on deposit
in the Collection Account that would otherwise be held for future distribution.
Upon confirmation that such final deposits have been made, the Trustee shall
release or cause to be released to the Holders of the Controlling Class, the
Special Servicer or the Master Servicer, as applicable, the Mortgage Files for
the remaining Trust Mortgage Loans, and the Trustee shall execute all
assignments, endorsements and other instruments furnished to it by Holders of
the Controlling Class, the Special Servicer or the Master Servicer, as
applicable, as shall be necessary to effectuate transfer of the Trust Mortgage
Loans and REO Properties remaining in the Trust Fund and its rights under the
related Mortgage Loan Purchase Agreement.

            For purposes of this Section 9.01, the Series 2008-C1 Directing
Certificateholder, with the consent of the Holders of the Controlling Class,
shall act on behalf of the Holders of the Controlling Class in purchasing the
assets of the Trust Fund and terminating the Trust.

            Notice of any termination pursuant to this Section 9.01 shall be
given promptly by the Trustee by letter to the Certificateholders, the B Loan
Holders and each Rating Agency and, if not previously notified pursuant to this
Section 9.01, to the other parties hereto mailed (a) in the event such notice is
given in connection with the purchase of all of the Trust Mortgage Loans and
each REO Property remaining in the Trust Fund, not earlier than the 15th day and
not later than the 25th day of the month next preceding the month of the final
distribution on the Certificates, or (b) otherwise during the month of such
final distribution on or before the related Determination Date in such month, in
each case specifying (i) the Distribution Date upon which the Trust Fund will
terminate and final payment of the Certificates will be made, (ii) the amount of
any such final payment and (iii) that the Record Date otherwise applicable to
such Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the offices of the Trustee or
such other location therein designated.

            Upon presentation and surrender of the Certificates by the
Certificateholders on the Final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Distribution Account (and with respect of the Class A-2FL
Certificates, the Floating Rate Account) and/or the Excess Interest Distribution
Account that are allocable to payments on the Class of Certificates so presented
and surrendered. Amounts transferred from the REMIC I Distribution Account to
the REMIC II Distribution Account or from the REMIC II Distribution Account to
the Floating Rate Account as of the Final Distribution Date shall be allocated
for the purposes, in the amounts and in accordance with the priority set forth
in Sections 4.01(a), 4.01(b), 4.01(c), 4.01(d) and 4.01(e). Anything in this
Section 9.01 to the contrary notwithstanding, the Holders of the Class V
Certificates shall receive that portion, if any, of the proceeds of a sale of
the assets of the Trust Fund allocable to accrued and unpaid Excess Interest.
Any funds not distributed on such Distribution Date shall be set aside and held
uninvested in trust for the benefit of Certificateholders not presenting and
surrendering their Certificates in the aforesaid manner and shall be disposed of
in accordance with this Section 9.01 and Section 4.01(i).

            Pursuant to Section 3.19, any amounts remaining in the Cash Reserve
Fund shall be distributed to Column upon termination of the Trust Fund.

                  Section 9.02 Additional Termination Requirements

            (a) If Holders of the Controlling Class, the Special Servicer or the
Master Servicer purchases all of the Trust Mortgage Loans and each REO Property
remaining in the Trust Fund as provided in Section 9.01, the Trust Fund shall be
terminated in accordance with the following additional requirements, which meet
the definition of a "qualified liquidation" of each REMIC Pool, within the
meaning of Section 860F(a)(4) of the Code:

            (i) the Trustee shall specify the first day in the 90-day
      liquidation period in a statement attached to each REMIC Pool's final Tax
      Returns pursuant to Treasury Regulations Section 1.860F-1;

            (ii) within such 90-day liquidation period and at or prior to the
      time of the making of the final payment on the Certificates, the Trustee
      shall sell all of the assets of REMIC I to the Holders of the Controlling
      Class, the Special Servicer or the Master Servicer, as the case may be,
      for cash; and

            (iii) immediately following the making of the final payment on the
      Uncertificated REMIC I Interests and the Certificates, the Trustee shall
      distribute or credit, or cause to be distributed or credited, to the
      Holders of the Class R or Class LR Certificates, in respect of the related
      REMIC Pool, all cash on hand (other than cash retained to meet claims), in
      the Trust Fund and each REMIC Pool shall terminate at that time.

            (b) In the event the Trust Fund is to be terminated while the Swap
Agreement is still in effect, the Trustee shall promptly notify the Swap
Counterparty in writing of the date on which the Trust Fund is to be terminated
and that the notional amount of the Swap Agreement will be reduced to zero on
such date. Based on the date of termination, the Trustee shall confirm the Class
A-2FL Net Fixed Swap Payment, if any, calculated by the Swap Counterparty, and
prior to any final distributions to the Holders of the Class A-2FL Certificates
pursuant to Section 9.01, shall pay such Class A-2FL Net Fixed Swap Payment, if
any, to the Swap Counterparty.

                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

                  Section 10.01 Tax Administration

            (a) The Trustee shall make or cause to be made elections to treat
each of the REMIC Pools as a REMIC under the Code and if necessary, under State
Tax Laws. Each such election will be made on Internal Revenue Service Form 1066
or other appropriate federal tax or information return or any appropriate state
Tax Return for the taxable year ending on the last day of the calendar year in
which the Certificates are issued, which in each case shall be signed by the
Trustee. The Trustee shall designate the "regular interests" and the "residual
interests," within the meaning of the REMIC Provisions, in each REMIC Pool as
set forth in the Preliminary Statement hereto. To the extent the affairs of the
Trust Fund are within their control, the Master Servicer, the Special Servicer
and the Trustee shall not permit the creation of any "interests" (within the
meaning of Section 860G of the Code) in either REMIC Pool other than those
interests outstanding on the Closing Date.

            (b) The Closing Date is hereby designated as the "startup day,"
within the meaning of Section 860G(a)(9) of the Code, of REMIC I and REMIC II.

            (c) The Holder of the largest Percentage Interest of the Class LR
Certificates is hereby designated, and by the acceptance of its Class LR
Certificate agrees to act, as Tax Matters Person for REMIC I. The Holder of the
largest Percentage Interest of the Class R Certificates is hereby designated,
and by the acceptance of its Class R Certificate agrees to act, as Tax Matters
Person for REMIC II. The Trustee is hereby designated as the agent and
attorney-in-fact of the Tax Matters Person of each REMIC Pool and shall perform
all the functions thereof, and the Holders of the Class LR and Class R
Certificates, by their acceptance of such Certificates, agree to such
designation.

            (d) The Trustee shall prepare or cause to be prepared all of the Tax
Returns that it reasonably determines are required with respect to each REMIC
Pool and, as specified in Section 2.05, Grantor Trust V and Grantor Trust A-2FL
created hereunder, and shall sign and file or cause to be filed such Tax Returns
in a timely manner. The expenses of preparing such returns shall be borne by the
Trustee without any right of reimbursement therefor.

            (e) The Trustee shall provide (i) upon request by any Transferor of
a Class LR or Class R Certificate, such information to such Transferor and the
IRS as is (x) reasonably necessary for the application of any tax relating to
the transfer of a Class LR or Class R Certificate to any Person who is not a
Disqualified Organization or (y) otherwise required to be provided by Treasury
Regulations Section 1.860E-2 (and in the time and manner required to be provided
to such person under such Regulations), (ii) to the Certificateholders such
information or reports as are required by the Code, the REMIC Provisions or
State Tax Laws including reports relating to interest, original issue discount
and market discount or premium (using the Prepayment Assumption) and (iii)
pursuant to Section 10.01(m), to the Internal Revenue Service the name, title,
address and telephone number of the person who will serve as the representative
of each of the REMIC Pools.

            (f) The Trustee shall take such actions and shall cause the Trust
Fund to take such actions as are reasonably within the Trustee's control and the
scope of its duties more specifically set forth herein as shall be necessary to
maintain the status of each REMIC Pool as a REMIC under the REMIC Provisions
(and the Master Servicer and the Special Servicer shall assist the Trustee, to
the extent reasonably requested by the Trustee to do so). None of the Master
Servicer, the Special Servicer or the Trustee shall knowingly or intentionally
take any action, cause the Trust Fund to take any action or fail to take (or
fail to cause to be taken) any action reasonably within its control and the
scope of duties more specifically set forth herein, that, under the REMIC
Provisions, if taken or not taken, as the case may be, could be reasonably
expected to (i) cause either REMIC Pool to fail to qualify as a REMIC or (ii)
result in the imposition of a tax under the REMIC Provisions upon either REMIC
Pool (including but not limited to the tax on prohibited transactions as defined
in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
forth in Section 860G(d) of the Code, but not including the tax on net income
from foreclosure property imposed by Section 860G(c) of the Code) (either such
event, an "Adverse REMIC Event") unless such party receives an Opinion of
Counsel (at the expense of the party seeking to take such action or, if such
party fails to pay such expense, and such party determines that taking such
action is in the best interest of the Trust Fund and the Certificateholders, at
the expense of the Trust Fund, but in no event at the expense of such party) to
the effect that the contemplated action will not, with respect to either REMIC
Pool, cause either REMIC Pool to fail to qualify as a REMIC or, unless such
party determines (which determination is acceptable to the Trustee) that the
monetary expense to either REMIC Pool is not material and in its sole discretion
agrees to indemnify (to the extent reasonably acceptable to the Trustee) the
Trust Fund against such tax, result in the imposition of such a tax. Wherever in
this Agreement a contemplated action may not be taken because the timing of such
action might result in the imposition of a tax on the Trust Fund, or may be
taken only pursuant to an Opinion of Counsel that such action would impose a tax
on the Trust Fund, such action may nonetheless be taken so long as (x) the
indemnity given in the preceding sentence with respect to any taxes that might
be imposed on the Trust Fund has been given and (y) all other preconditions to
the taking of such action have been satisfied. The Trustee shall not take any
action (whether or not authorized hereunder) as to which the Master Servicer has
advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to the Trust Fund or its
assets, or causing the Trust Fund to take any action, which is not expressly
permitted under the terms of this Agreement, each of the parties hereto will
consult with the Trustee or its designee, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to either
REMIC Pool, and such party shall not take any such action, or cause the Trust
Fund to take any such action, as to which the Trustee has advised it in writing
that an Adverse REMIC Event could occur. The Trustee may consult with counsel to
make such written advice, and the cost of same shall be borne by the party
seeking to take the action not expressly permitted by this Agreement. At all
times as may be required by the Code, the Trustee will to the extent within its
control and the scope of its duties as specifically set forth herein, maintain
substantially all of the assets of the Trust Fund as "qualified mortgages" as
defined in Section 860G(a)(3) of the Code and "permitted investments" as defined
in Section 860G(a)(5) of the Code.

            (g) In the event that any tax is imposed on "prohibited
transactions" of either REMIC Pool as defined in Section 860F(a)(2) of the Code,
on "contributions" to a REMIC Pool after the Startup Day pursuant to Section
860G(d) of the Code, or any other tax is imposed by the Code or any applicable
provisions of state or local tax laws, other than a tax on "net income from
foreclosure property" pursuant to Section 860G(c) of the Code or similar
provisions of state or local tax laws, such tax shall be charged (i) to the
Master Servicer, if such tax arises out of or results from a breach, which
breach constitutes negligence or willful misconduct of such Master Servicer, by
such Master Servicer of any of its obligations under this Agreement and such
breach is not caused by the breach of another party, (ii) to the Trustee, if
such tax arises out of or results from a breach by the Trustee of any of its
obligations under this Agreement and such breach is not caused by the breach of
another party, (iii) to the Special Servicer, if such tax arises out of or
results from a breach, which breach constitutes negligence or willful misconduct
of the Special Servicer, by the Special Servicer of any of its obligations under
this Agreement and such breach is not caused by the breach of another party and
(iv) otherwise, against amounts on deposit in the Collection Account in
accordance with Section 3.05(a), and on the Distribution Date(s) following such
reimbursement the aggregate of such taxes shall be allocated in reduction of the
Optimal Interest Distribution Amount on each Class entitled thereto in the same
manner as if such taxes constituted an Uncovered Prepayment Interest Shortfall
Amount.

            (h) The Trustee shall, for federal income tax purposes, maintain
books and records with respect to each of the REMIC Pools on a calendar year and
on an accrual basis or as otherwise may be required by the REMIC Provisions.

            (i) Following the Startup Day, none of the Master Servicer, the
Special Servicer, the Trustee shall (except as contemplated by Section 2.03)
accept any contributions of assets to either REMIC Pool unless the Master
Servicer, the Special Servicer and the Trustee shall have received an Opinion of
Counsel (at the expense of the party seeking to make such contribution) to the
effect that the inclusion of such assets in either REMIC Pool will not cause
either REMIC Pool to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject either REMIC Pool created hereunder to
any tax under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.

            (j) None of the Master Servicer, the Special Servicer or the Trustee
shall enter into any arrangement by which either REMIC Pool created hereunder
will receive a fee or other compensation for services nor, to the extent
reasonably within their control, permit either REMIC Pool to receive any income
from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of
the Code or "permitted investments" as defined in Section 860G(a)(5) of the
Code.

            (k) For the purposes of Treasury Regulations Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" of the Uncertificated
REMIC I Interests and the Regular Certificates is the Rated Final Distribution
Date.

            (l) Within 30 days after the Closing Date, the Trustee shall obtain
a taxpayer identification number for each REMIC Pool on Form SS-4 and shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" (or applicable successor form) for each REMIC
Pool created hereunder.

            (m) As soon as possible after the Swap Agreement is entered into
(but no later than the first payment date under the Swap Agreement), the Trustee
shall request from the IRS a taxpayer identification number for the Grantor
Trust A-2FL and upon receipt thereof deliver or cause to be delivered the
federal taxpayer identification number of the Grantor Trust A-2FL on an IRS Form
W-9 to the Swap Counterparty and, if requested by the Swap Counterparty (unless
not permitted under federal income tax law), an applicable IRS Form W-8IMY.

            (n) None of the Trustee, the Master Servicer or the Special Servicer
shall sell or dispose of or substitute for any of the Trust Mortgage Loans
(except in connection with (i) the default, imminent default or foreclosure of a
Trust Mortgage Loan, including but not limited to, the acquisition or sale of a
Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy
of the Trust Fund, (iii) the termination of the Trust Fund created hereunder
pursuant to Article X of this Agreement or (iv) a purchase of Trust Mortgage
Loans pursuant to Article II, Section 3.18 of this Agreement) nor acquire any
assets for the Trust Fund or either REMIC Pool, nor sell or dispose of any
investments in the Collection Account for gain, nor accept any contributions to
either REMIC Pool after the Closing Date, unless it has received an Opinion of
Counsel (which opinion shall be the expense of the Trust Fund) that such sale or
disposition will not affect adversely the status of either REMIC Pool as a REMIC
or cause either REMIC Pool to be subject to a tax on "prohibited transactions"
or "contributions" pursuant to the REMIC Provisions.

            (o) The Depositor shall provide or cause to be provided to the
Trustee, within ten (10) days after the Closing Date, and thereafter on an
ongoing basis, all information or data requested by the Trustee that the Trustee
reasonably determines to be relevant for tax purposes as to the valuations and
Issue Prices of the Certificates, including without limitation, the price,
yield, original issue discount, issue premium and projected cash flow of the
Certificates. In addition, the Master Servicer, the Special Servicer and the
Depositor shall provide on a timely basis to the Trustee or its designee such
information with respect to the Trust Fund as is in its possession and
reasonably requested by the Trustee to enable it to perform its obligations
under this Section. The Trustee shall be entitled to rely conclusively upon all
such information so provided to it without recalculation or other investigation.
The Trustee shall be entitled to reasonable compensation and to the
reimbursement of its reasonable expenses incurred in the performance of its
duties under this Section 10.01 as may be agreed upon by the Trustee and the
Depositor; provided, however, that the Trustee shall pay out of its own funds,
without any right of reimbursement, any and all ordinary expenses of the Trust
Fund incurred in the performance of its duties under this Section but shall be
reimbursed, except as otherwise expressly provided for herein, by the Trust Fund
for any of its extraordinary expenses, including any taxes or tax-related
payments including any expenses involved in any tax examination, audit or
proceeding.

            (p) The Master Servicer and the Special Servicer each shall furnish
such reports, certifications and information in its possession, and access to
such books and records maintained thereby, as may be related to the Certificates
or the Trust Fund and as shall be reasonably requested by the Trustee in order
to enable it to perform its duties under this Article X.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

                  Section 11.01 Amendment

            (a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders, any of the B Loan Holders, (i) to cure any ambiguity, (ii)
to correct, modify or supplement any provision herein which may be inconsistent
with any other provision herein or to correct any error, (iii) to make any other
provisions with respect to matters or questions arising hereunder which shall
not be inconsistent with the then existing provisions hereof, (iv) as evidenced
by an Opinion of Counsel delivered to the Trustee, the Master Servicer and the
Special Servicer, to relax or eliminate (A) any requirement hereunder imposed by
the REMIC Provisions (if the REMIC Provisions are amended or clarified such that
any such requirement may be relaxed or eliminated) or (B) any transfer
restriction imposed on the Certificates pursuant to Section 5.02(b) or Section
5.02(c) (if applicable law is amended or clarified such that any such
restriction may be relaxed or eliminated), (v) as evidenced by an Opinion of
Counsel delivered to the Trustee, either (X) to comply with any requirements
imposed by the Code or any successor or amendatory statute or any temporary or
final regulation, revenue ruling, revenue procedure or other written official
announcement or interpretation relating to federal income tax laws or any such
proposed action which, if made effective, would apply retroactively to either
REMIC Pool or either Grantor Trust Pool at least from the effective date of such
amendment, (Y) to avoid the occurrence of a prohibited transaction or to reduce
the incidence of any tax that would arise from any actions taken with respect to
the operation of either REMIC Pool or either Grantor Trust Pool or (Z) to comply
with any requirements imposed by the Commission with respect to any proposed or
adopted temporary or final regulation or other written official announcement or
interpretation relating to the securities laws which, would apply retroactively
to the Depositor, any Underwriter or the Trust Fund, (vi) subject to Section
5.02(d)(iv), to modify, add to or eliminate any of the provisions of Section
5.02(d)(i), (ii) or (iii), or (vii) to avoid an Adverse Rating Event with
respect to any Class of Rated Certificates; provided that no such amendment may
significantly change the activities of the Trust; and provided, further, that
any such amendment for the specific purposes described in clauses (iii) and (iv)
above shall not adversely affect in any material respect the interests of any
Certificateholder, adversely affect any B Loan Holder or any third-party
beneficiary to this Agreement or any provision hereof, as evidenced by the
Trustee's receipt of an Opinion of Counsel to that effect (or, alternatively, in
the case of a Class of Rated Certificates, written confirmation from each
applicable Rating Agency to the effect that such amendment shall not result in
an Adverse Rating Event with respect to any Class of Rated Certificates); and
provided, further, that with respect to any such amendment for the specific
purposes described in clause (iii) above, the Trustee shall receive written
confirmation from each applicable Rating Agency to the effect that such
amendment shall not result in an Adverse Rating Event with respect to any Class
of Rated Certificates.

            (b) This Agreement may also be amended from time to time by the
mutual agreement of the parties hereto, with the consent of the Holders of
Certificates entitled to not less than 51% of the Voting Rights allocated to all
of the Classes that are materially affected by the amendment and with the
consent of the B Loan Holder affected thereby, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided, however, that no such amendment shall (i) reduce in any
manner the amount of, or delay the timing of, payments received or advanced on
Mortgage Loans and/or REO Properties which are required to be distributed on any
Certificate, without the consent of the Holder of such Certificate, or which are
required to be distributed to any B Loan Holder, without the consent of such B
Loan Holder, (ii) adversely affect in any material respect the interests of the
Holders of any Class of Certificates or the interests of any B Loan Holder in a
manner other than as described in clause (i) above, without the consent of the
Holders of all Certificates of such Class or the consent of any such B Loan
Holder, as applicable, (iii) modify the provisions of this Section 11.01 or the
definition of "Servicing Standard," without the consent of the Holders of all
Certificates then outstanding and the consent of the B Loan Holders, (iv)
significantly change the activities of the Trust, without the consent of the
Holders of Certificates entitled to not less than 66-2/3% of all the Voting
Rights (not taking into account Certificates held by the Depositor or any of its
Affiliates or agents), or (v) adversely affect in any material respect the
interests of any third-party beneficiary (including the Swap Counterparty) to
this Agreement or any provision herein, without the consent of such third-party
beneficiary (including the Swap Counterparty). Notwithstanding any other
provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 11.01, Certificates registered in the name of
the Depositor or any Affiliate of the Depositor shall be entitled to the same
Voting Rights with respect to the matters described above as they would if
registered in the name of any other Person.

            (c) Notwithstanding any contrary provision of this Agreement, the
Trustee, the Master Servicer and the Special Servicer shall not consent to any
amendment to this Agreement unless each of them shall first have obtained or
been furnished with an Opinion of Counsel to the effect that neither such
amendment nor the exercise of any power granted to any party hereto in
accordance with such amendment will result in an Adverse REMIC Event with
respect to either REMIC Pool or an Adverse Grantor Trust Event with respect to
either Grantor Trust Pool.

            (d) Promptly after the execution and delivery of any amendment by
all parties thereto, the Trustee shall send a copy thereof to each
Certificateholder, each B Loan Holder and each Rating Agency.

            (e) It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization, execution and delivery thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.

            (f) The Trustee may but shall not be obligated to enter into any
amendment pursuant to this Section 11.01 that affects its rights, duties and
immunities under this Agreement or otherwise.

            (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Trustee requests any amendment of this Agreement
that it reasonably believes protects or is in furtherance of the rights and
interests of Certificateholders, the cost of any Opinion of Counsel required in
connection therewith pursuant to Section 11.01(a) or (c) shall be payable out of
the Distribution Account.

            (h) [Reserved]

            (i) Notwithstanding the foregoing, absent a material adverse effect
on any Certificateholder, this Agreement may be amended by the parties hereto
without the consent of any of the Certificateholders to the extent necessary for
the Mortgage Loan Sellers and their Affiliates to obtain accounting "sale"
treatment for the Mortgage Loans under FAS 140.

                  Section 11.02 Recordation of Agreement; Counterparts

            (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Depositor on direction by
the Trustee, but only upon direction accompanied by an Opinion of Counsel (the
cost of which shall be paid by the Depositor or, to the extent that it benefits
any B Loan Holder, by such B Loan Holder) to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders
and/or the B Loan Holder.

            (b) For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

                  Section 11.03 Limitation on Rights of Certificateholders and B
      Loan Holders

            (a) The death or incapacity of any Certificateholder or any B Loan
Holder shall not operate to terminate this Agreement or the Trust Fund, nor
entitle such Certificateholder's or B Loan Holder's legal representatives or
heirs to claim an accounting or to take any action or proceeding in any court
for a partition or winding up of the Trust Fund, nor otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.

            (b) No Certificateholder or B Loan Holder shall have any right to
vote (except as expressly provided for herein) or in any manner otherwise
control the operation and management of the Trust Fund, or the obligations of
the parties hereto, nor shall anything herein set forth, or contained in the
terms of the Certificates, be construed so as to constitute the
Certificateholders and/or the B Loan Holders from time to time as partners or
members of an association; nor shall any Certificateholder or any B Loan Holder
be under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.

            (c) No Certificateholder or B Loan Holder shall have any right by
virtue of any provision of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement
or any Mortgage Loan, unless, in the case of a Certificateholder, with respect
to any suit, action or proceeding upon or under or with respect to this
Agreement, such Holder previously shall have given to the Trustee a written
notice of default hereunder, and of the continuance thereof, as hereinbefore
provided, and unless also (except in the case of a default by the Trustee) the
Holders of Certificates of any Class evidencing not less than 25% of the Voting
Rights shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding. The Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it hereunder or to institute, conduct or defend any
litigation hereunder or in relation hereto at the request, order or direction of
any of the Holders of Certificates unless such Holders have offered to the
Trustee reasonable security against the costs, expenses and liabilities which
may be incurred therein or hereby.

            It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner
whatsoever by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
which priority or preference is not otherwise provided for herein, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 11.03(c), each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

                  Section 11.04 Governing Law

            This Agreement and the Certificates shall be construed in accordance
with the laws of the State of New York applicable to agreements made and to be
performed entirely in said State, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws. The
parties hereto intend that the provisions of Section 5-1401 of the New York
General Obligations Law shall apply to this Agreement.

                  Section 11.05 Notices

            Any communications provided for or permitted hereunder shall be in
writing (including by telecopy) and, unless otherwise expressly provided herein,
shall be deemed to have been duly given when delivered to or, in the case of
telecopy notice, when received: (i) in the case of the Depositor, Credit Suisse
First Boston Mortgage Securities Corp., 11 Madison Avenue, 5th Floor, New York,
New York 10010, Attention: Edmund Taylor, telecopy number: (212) 743-4756 (with
a copy to Casey McCutcheon, telecopy number: (212) 325-8282); (ii) in the case
of the Master Servicer, KeyCorp Real Estate Capital Markets, Inc., 911 Main
Street, Suite 1500, Kansas City, Missouri 64105, telecopy number: (816)
204-2290, Attention: Bryan Nitcher, with a copy to: KeyBank National
Association, 127 Public Square, Cleveland, Ohio 44114, telecopy number: (216)
689-5681, Attention: Robert C. Bowes, with an additional copy to: Polsinelli
Shalton Flanigan Suelthaus PC, 700 W. 47th Street, Suite 1000, Kansas City,
Missouri 64112, telecopy number: (816) 753-1536, Attention: Kraig Kohring; (iii)
in the case of the Special Servicer, Midland Loan Services, Inc., 10851 Mastin,
Suite 300, Overland Park, Kansas 66210 (for deliveries), and P.O. Box 25965,
Shawnee Mission, Kansas 66225-5965 (for communications by United States mail),
Attention: President, telecopy number: (913) 253-9001, with a copy to Stinson
Morrison Hecker LLP, 1201 Walnut Street, Suite 2900, Kansas City, Missouri
64106, Attention: Kenda Tomes, telecopy number: (816) 691-3495; (iv) in the case
of the Trustee, Wells Fargo Bank, N.A., to the Corporate Trust Office, telecopy
number (410) 715-2380; (v) in the case of the Rating Agencies, (A) Fitch, Inc.
One State Street Plaza, New York, New York 10004; Attention: Commercial Mortgage
Surveillance, telecopy number: (212) 635-0466; and (B) Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New
York, New York 10041, Attention: CMBS Surveillance Department, telecopy number:
(212) 438-2662; (vii) in the case of any Mortgage Loan Seller, the address for
notices to such Mortgage Loan Seller under the applicable Mortgage Loan Purchase
Agreement; (vi) in the case of the Column Performance Guarantor, the address for
notices to the Column Performance Guarantor under the Column Performance
Guarantee; (vii) in the case of a B Loan Holder, at the address set forth in the
related Intercreditor Agreement; and (ix) in the case of the initial Series
2008-C1 Directing Certificateholder, Hillenbrand Capital, LLC, 190 South
LaSalle, Suite 3900, Chicago, Illinois 60603, Attention: Kathleen M. Laird,
telecopy number: (312) 920-9696; or as to each such Person such other address
and/or telecopy number as may hereafter be furnished by such Person to the
parties hereto in writing. Any communication required or permitted to be
delivered to a Certificateholder shall be deemed to have been duly given when
mailed first class, postage prepaid, to the address of such Holder as shown in
the Certificate Register.

                  Section 11.06 Severability of Provisions

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

                  Section 11.07 Grant of a Security Interest

            The Depositor and the Trustee intend that the conveyance of the
Depositor's right, title and interest in and to the Trust Mortgage Loans
pursuant to this Agreement shall constitute a sale and not a pledge of security
for a loan. If such conveyance is deemed to be a pledge of security for a loan,
however, the Depositor and the Trustee intend that the rights and obligations of
the parties to such loan shall be established pursuant to the terms of this
Agreement. The Depositor also intends and agrees that, in such event, (i) the
Depositor shall be deemed to have granted to the Trustee (in such capacity) a
first priority security interest in the Depositor's entire right, title and
interest in and to the assets comprising the Trust Fund, including without
limitation, the Trust Mortgage Loans, all principal and interest received or
receivable with respect to the Trust Mortgage Loans (other than principal and
interest payments due and payable prior to the Cut-off Date and Principal
Prepayments received prior to the Cut-off Date), all amounts held from time to
time in the Collection Account, any Mortgage Loan Combination Custodial Account
(insofar as such amounts relate to the related Trust Mortgage Loan or any
successor REO Trust Mortgage Loan with respect thereto), the Distribution
Account, the Cash Reserve Fund and, if established, the REO Account, and all
reinvestment earnings on such amounts, and all of the Depositor's right, title
and interest in and to the proceeds of any title, hazard or other Insurance
Policies related to such Trust Mortgage Loans and (ii) this Agreement shall
constitute a security agreement under applicable law. This Section 11.07 shall
constitute notice to the Trustee pursuant to any of the requirements of the
applicable UCC.

                  Section 11.08 Successors and Assigns; Beneficiaries

            The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders, the B
Loan Holders and the other Persons referred to in Section 6.03. Each Mortgage
Loan Seller and the Swap Counterparty is an intended third party beneficiary in
respect of the rights afforded it hereunder. No other person, including, without
limitation, any Borrower, shall be entitled to any benefit or equitable right,
remedy or claim under this Agreement. The 450 Lexington Avenue Master Servicer
and the 450 Lexington Avenue Special Servicer shall be third-party beneficiaries
of Sections 3.02(d), 3.05(a)(xx), 3.34(c) and 6.03.

                  Section 11.09 Article and Section Headings

            The article and Section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

                  Section 11.10 Notices to Rating Agencies

            (a) The Trustee shall use reasonable efforts promptly to provide
notice to each Rating Agency with respect to each of the following of which a
Responsible Officer of the Trustee has actual knowledge:

            (i) any material change or amendment to this Agreement;

            (ii) the occurrence of any Event of Default that has not been cured;

            (iii) the resignation or termination of the Master Servicer or the
      Special Servicer and the appointment of a successor;

            (iv) any change in the location of the Distribution Account, the
      Excess Interest Distribution Account, the Excess Liquidation Proceeds
      Account, the Floating Rate Account or the Interest Reserve Account;

            (v) the repurchase of a Trust Mortgage Loan by the related Mortgage
      Loan Seller pursuant to Section 7 of the related Mortgage Loan Purchase
      Agreement (or, in the case of any Column Trust Mortgage Loan, by the
      Column Performance Guarantor pursuant to the Column Performance
      Guarantee); and

            (vi) the final payment to any Class of Certificateholders.

            (b) The Master Servicer shall use reasonable efforts promptly to
provide notice to each Rating Agency with respect to each of the following of
which it has actual knowledge:

            (i) the resignation or removal of the Trustee; and

            (ii) any change in the location of the Collection Account or any
      Mortgage Loan Combination Custodial Account.

            (c) The Master Servicer and the Special Servicer shall promptly
furnish to each Rating Agency copies of the following:

            (i) all reports and other items for Trust Mortgage Loans delivered
      by the Master Servicer and Special Servicer pursuant to Section 3.12 (to
      the extent requested by such Rating Agency);

            (ii) each waiver and consent provided pursuant to Section 3.08 for
      Trust Mortgage Loans that, in each case, represent 2% or more of the
      aggregate principal balance of the Mortgage Pool;

            (iii) any officers' certificates delivered by the Master Servicer
      and the Special Servicer to the Trustee (to the extent requested by such
      Rating Agency);

            (iv) all site inspections (to the extent requested by such Rating
      Agency);

            (v) all operating statements (to the extent requested by such Rating
      Agency);

            (vi) all rent rolls and sales reports to the extent provided by the
      Borrowers and requested by such Rating Agency;

            (vii) any proposed no downgrade request;

            (viii) any extension or modification of the Maturity Date of any
      Trust Mortgage Loan;

            (ix) any modification, waiver or amendment of any material term of
      any Trust Mortgage Loan with a Stated Principal Balance in excess of
      $5,000,000; and

            (x) any other document that shall be reasonably requested by any
      Rating Agency.

            (d) The Trustee shall promptly after each Distribution Date make
available to each Rating Agency a copy of the related Trustee Report.

                                   ARTICLE XII

             EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

                  Section 12.01 Intent of the Parties; Reasonableness

            Except with respect to Section 12.11, Section 12.12 and Section
12.13, the parties hereto acknowledge and agree that the purpose of Article XII
of this Agreement is to facilitate compliance by the Depositor with the
provisions of Regulation AB and related rules and regulations of the Commission.
The Depositor shall not exercise its rights to request delivery of information
or other performance under these provisions other than reasonably and in good
faith, or for purposes other than compliance with the Securities Act, the
Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and
regulations of the Commission thereunder. The parties hereto acknowledge that
interpretations of the requirements of Regulation AB may change over time,
whether due to interpretive guidance provided by the Commission or its staff,
consensus among participants in the asset-backed securities markets, advice of
counsel, or otherwise, and agree to comply with requests made by the Depositor
in good faith for delivery of information under these provisions on the basis of
evolving interpretations of the requirements of Regulation AB. In connection
with the Certificates, each of the parties to this Agreement shall cooperate
fully with the reasonable request of the Depositor to deliver or make available
to the Depositor (including any of their assignees or designees), any and all
statements, reports, certifications, records and any other information in the
applicable Person's possession and necessary in the good faith determination of
the Depositor to permit the Depositor to comply with the provisions of
Regulation AB, together with such disclosures relating to the Master Servicer,
the Special Servicer, any Servicing Function Participant and the Trustee, as
applicable, or the Servicing of the Trust Mortgage Loans, reasonably believed by
the Depositor to be necessary in order to effect such compliance. For the
avoidance of doubt, none of the Master Servicer, the Special Servicer or any
Servicing Function Participant is responsible to make filings with the
Commission.

                  Section 12.02 Reserved

                  Section 12.03 Information To Be Provided by the Master
      Servicer, the Special Servicer, the Trustee and Each Servicing Function
      Participant

            For so long as the Trust is subject to the reporting requirements of
the Exchange Act with respect to the Certificates, in connection with the
succession to the Master Servicer, the Special Servicer, any Sub-Servicer or the
Trustee as a servicer or trustee under this Agreement by any Person (i) into
which the Master Servicer, such Special Servicer, such Sub-Servicer or the
Trustee may be merged or consolidated, or (ii) which may be appointed as a
successor to the Master Servicer, such Special Servicer, any Sub-Servicer or the
Trustee, such successor Person shall provide to the Depositor, at least 5
calendar days prior to the effective date of such succession or appointment (as
long as such disclosure prior to such effective date would not be violative of
any applicable law or confidentiality agreement, otherwise immediately following
such effective date, but no later than required pursuant to Section 12.09), (x)
written notice to the Trustee and the Depositor of such succession or
appointment and (y) in writing and in form and substance reasonably satisfactory
to the Trustee and the Depositor, all information reasonably requested by the
Depositor in order to comply with its reporting obligation under Item 6.02 of
Form 8-K with respect to any Class of Certificates.

                  Section 12.04 Reserved

                  Section 12.05 Filing Obligations

            The Master Servicer, the Special Servicer and the Trustee shall, and
the Master Servicer and the Special Servicer, as applicable, shall use
commercially reasonable efforts to cause each Servicing Function Participant
(other than any party to this Agreement and any Sub-Servicer listed on Exhibit N
hereto) with which it has entered into a servicing relationship with respect to
the Trust Mortgage Loans to, reasonably cooperate with the Trustee and the
Depositor in connection with the Trustee's and Depositor's good faith efforts to
satisfy the Trust's reporting requirements under the Exchange Act.

                  Section 12.06 Form 10-D Filings

            Within 15 days after each Distribution Date (subject to permitted
extensions under the Exchange Act), the Trustee shall prepare and file on behalf
of the Trust any Form 10-D required by the Exchange Act and the rules and
regulations of the Commission thereunder in form and substance as required by
the Exchange Act and the rules and regulations of the Commission thereunder. The
Trustee shall file each Form 10-D, pursuant to the paragraph immediately
succeeding, with a copy of the related Statement to Certificateholders attached
thereto. Any disclosure in addition to the Statement to Certificateholders that
is required to be included on Form 10-D ("Additional Form 10-D Disclosure")
shall, pursuant to the paragraph immediately succeeding (and to the extent not
otherwise reported pursuant to any other provision of this Agreement), be
reported by the parties set forth on Exhibit V and approved or disapproved, as
the case may be, as to form and substance, by the Depositor. The Trustee shall
have no duty or liability for any failure hereunder to determine or prepare any
Additional Form 10-D Disclosure (other than such Additional Form 10-D Disclosure
which is to be reported by it as set forth on Exhibit V and other than as set
forth under Section 12.18), absent such reporting and approval.

            For so long as the Trust is subject to the reporting requirements of
the Exchange Act, within 5 calendar days after the related Distribution Date,
(i) each party listed on Exhibit V hereto shall be required (a) to provide to
the Trustee and the Depositor, to the extent a Servicing Officer or Responsible
Officer, as the case may be, thereof has actual knowledge (other than Item 1117
of Regulation AB as to such party which shall be reported if actually known by
any Servicing Officer or Responsible Officer, as the case may be, any lawyer in
the in-house legal department or a senior manager of such party), in
EDGAR-compatible format, or in such other format as otherwise agreed upon by the
Trustee, the Depositor and such party, any Additional Form 10-D Disclosure
described on Exhibit V applicable to such party and (b) to include with such
Additional Form 10-D Disclosure, an Additional Disclosure Notification
substantially in the form attached hereto as Exhibit Y and (ii) the Trustee
shall, at any time prior to filing the related Form 10-D, provide prompt notice
to the Depositor to the extent that the Trustee is notified of an event
reportable on Form 10-D for which it has not received the necessary Additional
Form 10-D Disclosure from the applicable party. No later than the 5th calendar
day after the Distribution Date, the Depositor will approve, as to form and
substance, or disapprove, as the case may be, the inclusion of the Additional
Form 10-D Disclosure on Form 10-D. The Trustee has no duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit V of
their duties under this paragraph or proactively solicit or procure from such
parties any Additional Form 10-D Disclosure information. The Depositor will be
responsible for any reasonable fees and expenses assessed or incurred by the
Trustee in connection with including any Additional Form 10-D Disclosure on Form
10-D pursuant to this paragraph.

            After preparing the Form 10-D, the Trustee shall forward
electronically a draft copy of the Form 10-D to the Depositor for review and
approval; provided that the Trustee shall use its reasonable best efforts to
provide such copy to the Depositor by the 3rd calendar day prior to the 15th
calendar day after the related Distribution Date, but in no event earlier than
24 hours after receipt of direction from the Depositor regarding the inclusion
of any Additional Form 10-D Disclosure pursuant to the preceding paragraph.
Within two Business Days after receipt of such copy, but no later than the 12th
calendar day after the Distribution Date, the Depositor shall notify the Trustee
in writing (which may be furnished electronically) of any changes to or approval
of such Form 10-D and, a duly authorized representative of the Depositor shall
sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D
(with an original executed hard copy to follow by overnight mail) to the
Trustee. Form 10-D requires the registrant to indicate (by checking "yes" or
"no") that it "(1) has filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days." The Depositor hereby
instructs the Trustee, with respect to each Form 10-D, to check "yes" for each
item unless the Trustee has received timely prior written notice from the
Depositor that the answer should be "no" for an item. In addition, with respect
to any Trust Mortgage Loan identified as a "significant obligor" in the
Prospectus Supplement, the Depositor hereby instructs the Trustee to use the
following language for Item 6 on Form 10-D: "The [________] mortgage loan
constitutes a significant obligor within the meaning of Item 1101(k)(2) of
Regulation AB. In accordance with Item 1112(b) of Regulation AB, the most recent
unaudited net operating income of the significant obligor was $[________] for
the period of [MONTH] 1, 20[__] through [MONTH] [__], 20[__]." The Master
Servicer shall provide sufficient explanation of which period the net operating
income provided to the Trustee relates to so that the Trustee can comply with
the immediately preceding sentence. The Trustee shall file such Form 10-D, upon
signature thereof as provided in Section 12.16, not later than (i) 5:30 pm (New
York City time) on the 15th calendar day after the related Distribution Date or
(ii) such other time as the Depositor and the Trustee mutually agree is
permitted by the Commission for the filing such Form 10-D. If a Form 10-D cannot
be filed on time or if a previously filed Form 10-D needs to be amended, the
Trustee will follow the procedures set forth in Section 12.10(b). Promptly, but
no later than one Business Day after filing with the Commission, the Trustee
shall, pursuant to Section 4.02(a), make available on its Website a final
executed copy of each Form 10-D filed by the Trustee. The parties to this
Agreement acknowledge that the performance by the Trustee of its duties under
this Section 12.06 related to the timely preparation and filing of Form 10-D is
contingent upon such parties observing all applicable deadlines in the
performance of their duties under this Section 12.06. The Trustee shall have no
liability for any loss, expense, damage, claim arising out of or with respect to
any failure to properly prepare, arrange for execution and/or file such Form
10-D where such failure results from the Trustee's inability or failure to
receive on a timely basis any information from any other party hereto needed to
prepare, arrange for execution or file such Form 10-D, not resulting from its
own negligence, bad faith or willful misconduct. For the avoidance of doubt, no
10-D filing is required after the Trust is no longer subject to Exchange Act
reporting.

                  Section 12.07 Form 10-K Filings

            Within 90 days after the end of each fiscal year of the Trust or
such earlier date as may be required by the Exchange Act (the "10-K Filing
Deadline") (it being understood that the fiscal year for the Trust ends on
December 31st of each year), commencing in March 2009, the Trustee shall prepare
and file on behalf of the Trust a Form 10-K, in form and substance as required
by the Exchange Act. Each such Form 10-K shall include the following items, in
each case to the extent they have been delivered to the Trustee within the
applicable time frames set forth in this Agreement, (i) an annual compliance
statement for each applicable Reporting Servicer, as described under Section
12.11, (ii)(A) the annual reports on assessment of compliance with servicing
criteria for each applicable Reporting Servicer, as described under Section
12.12, and (B) if any Reporting Servicer's report on assessment of compliance
with servicing criteria described under Section 12.12 identifies any material
instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any Reporting Servicer's report on assessment of compliance
with servicing criteria described under Section 12.12 is not included as an
exhibit to such Form 10-K, disclosure that such report is not included and an
explanation as to why such report is not included, (iii)(A) the registered
public accounting firm attestation report for each Reporting Servicer, as
described under Section 12.13, and (B) if any registered public accounting firm
attestation report described under Section 12.13 identifies any material
instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such
report is not included and an explanation as to why such report is not included,
and (iv) a Sarbanes-Oxley Certification as described in Section 12.08. Any
disclosure or information in addition to (i) through (iv) above that is required
to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant
to the paragraph immediately succeeding, be reported by the parties set forth on
Exhibit W and approved or disapproved, as the case may be, as to form and
substance, by the Depositor, and the Trustee will have no duty or liability for
any failure hereunder to determine or prepare any Additional Form 10-K
Disclosure (other than such Additional Form 10-K Disclosure which is to be
reported by it as set forth on Exhibit W and other than as set forth under
Section 12.18) absent such reporting or approval. However, where information
from such other party for inclusion in a Form 10-K is not received on a timely
basis, but is subsequently provided within a time period that may allow for the
timely filing of the applicable Form 10-K or an amendment thereto, then the
Trustee shall use reasonable efforts to properly prepare, arrange for execution
and file such Form 10-K or amendment thereto.

            For so long as (but only for so long as) the Trust is subject to the
reporting requirements of the Exchange Act, no later than March 15, commencing
in March 2009, (i) each party listed on Exhibit W hereto shall be required (a)
to provide to the Trustee and the Depositor, to the extent a Servicing Officer
or a Responsible Officer, as the case may be, thereof has actual knowledge
(other than with respect to disclosure required pursuant to Items 1117 and 1119
of Regulation AB as to such party which shall be reported if actually known by
any Servicing Officer, any lawyer in the in-house legal department or a senior
manager of such party), in EDGAR-compatible format, or in such other form as
otherwise agreed upon by the Trustee, the Depositor and such party, any
Additional Form 10-K Disclosure described on Exhibit W applicable to such party
and (b) to include with such Additional Form 10-K Disclosure, an Additional
Disclosure Notification substantially in the form attached hereto as Exhibit Y
and (ii) the Trustee shall, at any time prior to filing the related Form 10-K,
provide prompt notice to the Depositor to the extent that the Trustee is
notified of an event reportable on Form 10-K for which it has not received the
necessary Additional Form 10-K Disclosure from the applicable party. No later
than March 15th, the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Additional Form 10-K
Disclosure on Form 10-K. Other than with respect to itself, the Trustee has no
duty under this Agreement to monitor or enforce the performance by the parties
listed on Exhibit W of their duties under this paragraph or proactively solicit
or procure from such parties any Additional Form 10-K Disclosure information.
The Depositor will be responsible for any reasonable fees and expenses assessed
or incurred by the Trustee in connection with including any Additional Form 10-K
Disclosure on Form 10-K pursuant to this paragraph.

            After preparing the Form 10-K, the Trustee shall forward
electronically a copy of the Form 10-K to the Depositor for review. Within three
Business Days after receipt of such copy, but no later than March 25th, the
Depositor shall notify the Trustee in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-K. No later than
5:00 p.m. EST on the 4th Business Day prior to the 10-K Filing Deadline, a
senior officer in charge of securitization of the Depositor shall sign the Form
10-K and return an electronic or fax copy of such signed Form 10-K (with an
original executed hard copy to follow by overnight mail) to the Trustee. Form
10-K requires the registrant to indicate (by checking "yes" or "no") that it
"(1) has filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days." The Depositor hereby instructs the
Trustee, with respect to each Form 10-K, to check "yes" for each item unless the
Trustee has received timely prior written notice from the Depositor that the
answer should be "no" for an item. In addition, with respect to any Trust
Mortgage Loan identified as a "significant obligor" in the Prospectus
Supplement, the Depositor hereby instructs the Trustee to use the following
language for Additional Disclosure Item from Regulation AB--Item 1112(b) on Form
10-K: "The [________] mortgage loan constitutes a significant obligor within the
meaning of Item 1101(k)(2) of Regulation AB. In accordance with Item 1112(b) of
Regulation AB, the most recent unaudited net operating income of the significant
obligor was $ [________] for the period of [MONTH] 1, 20[__] through [MONTH]
[__], 20[__] and $[________] for the 20[__] fiscal year." The Master Servicer
shall provide sufficient explanation of which period the net operating income
provided to the Trustee relates to so that the Trustee can comply with the
immediately preceding sentence. If a Form 10-K cannot be filed on time or if a
previously filed Form 10-K needs to be amended, the Trustee will follow the
procedures set forth in Section 12.10(b). After filing with the Commission, the
Trustee shall, pursuant to Section 4.02(a), make available on its Website a
final executed copy of each Form 10-K filed by the Trustee. The parties to this
Agreement acknowledge that the performance by the Trustee of its duties under
this Section 12.07 related to the timely preparation and filing of Form 10-K is
contingent upon such parties (and any Additional Servicer or Servicing Function
Participant) observing all applicable deadlines in the performance of their
duties under this Article XII. The Trustee shall have no liability with respect
to any failure to properly prepare and/or file such Form 10-K resulting from the
Trustee's inability or failure to receive from any other party any information
needed to prepare, arrange for execution or file such Form 10-K on a timely
basis, not resulting from its own negligence, bad faith or willful misconduct.

                  Section 12.08 Sarbanes-Oxley Certification

            Each Form 10-K shall include a certification (the "Sarbanes-Oxley
Certification") as set forth in Exhibit M-1 attached hereto, required to be
included therewith pursuant to the Sarbanes-Oxley Act. Each Reporting Servicer
shall, and the Master Servicer, the Special Servicer and the Trustee shall use
reasonable efforts to cause each Servicing Function Participant with which it
has entered into a servicing relationship with respect to the Trust Mortgage
Loans (other than any party to this Agreement and any Sub-Servicer listed on
Exhibit N hereto) to provide to the Person who signs the Sarbanes-Oxley
Certification (the "Certifying Person") by no later than March 15th of each year
in which the Trust is subject to the reporting requirements of the Exchange Act
and otherwise within a reasonable period of time upon request, a certification
(each, a "Performance Certification"), in the form attached hereto as Exhibit
M-2 (in the case of the Trustee), M-3A (in the case of the Master Servicer),
M-3B (in the case of the 450 Lexington Avenue Master Servicer), M-4A (in the
case of the Special Servicer), M-4B (in the case of the 450 Lexington Avenue
Special Servicer) or M-5 (in the case of any Sub-Servicer), on which the
Certifying Person, the entity for which the Certifying Person acts as an
officer, and such entity's officers, directors and Affiliates (collectively with
the Certifying Person, "Certification Parties") can reasonably rely. The senior
officer in charge of the securitization of the Depositor shall serve as the
Certifying Person on behalf of the Trust. Such officer of the Certifying Person
can be contacted at Eleven Madison Avenue, New York, NY 10010. If any Reporting
Servicer is terminated or resigns pursuant to the terms of this Agreement, or
any applicable sub-servicing agreement or primary servicing agreement, as the
case may be, such Reporting Servicer shall provide a certification to the
Certifying Person pursuant to this Section 12.08 with respect to the period of
time it was subject to this Agreement or the applicable sub-servicing or primary
servicing agreement, as the case may be. Notwithstanding the foregoing, nothing
in this paragraph shall require any Reporting Servicer (i) to certify or verify
the accurateness or completeness of any information provided to such Reporting
Servicer by third parties, (ii) to certify information other than to such
Reporting Servicer's knowledge and in accordance with such Reporting Servicer's
responsibilities hereunder or (iii) with respect to completeness of information
and reports, to certify anything other than that all fields of information
called for in written reports prepared by such Reporting Servicer have been
completed except as they have been left blank on their face.

            Each Performance Certification shall include a reasonable reliance
statement by the Reporting Servicer enabling the Certification Parties to rely
upon each (i) annual compliance statement provided by such Reporting Servicer
pursuant to Section 12.11, (ii) annual report on assessment of compliance with
servicing criteria provided by such Reporting Servicer pursuant to Section 12.12
and (iii) registered public accounting firm attestation report provided by such
Reporting Servicer pursuant to Section 12.13.

                  Section 12.09 Form 8-K Filings

            Within four (4) Business Days after the occurrence of an event
requiring disclosure under Form 8-K (each a "Reportable Event"), and, if
requested by the Depositor and to the extent it receives the Form 8-K Disclosure
Information described below, the Trustee shall prepare and file on behalf of the
Trust any Form 8-K as required by the Exchange Act provided that the Depositor
shall file the initial Form 8-K in connection with the issuance of the
Certificates. Any disclosure or information related to a Reportable Event or
that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure
Information") shall, pursuant to the paragraph immediately succeeding, be
reported by the parties set forth on Exhibit X and approved or disapproved, as
the case may be, by the Depositor and the Trustee shall have no duty or
liability for any failure hereunder to determine or prepare any Form 8-K
Disclosure Information (other than such Form 8-K Disclosure Information which is
to be reported by it as set forth on Exhibit X) absent such reporting and
approval.

            For so long as (but only for so long as) the Trust is subject to the
reporting requirements of the Exchange Act, the parties listed on Exhibit X
hereto shall, to the extent a Servicing Officer or a Responsible Officer, as the
case may be, thereof has actual knowledge (or any officer thereof with respect
to Items 1117 and 1119 or Regulation AB as to such party), (i) use their
reasonable efforts to provide to the Depositor and the Trustee within 1 Business
Day after the occurrence of the Reportable Event, but shall provide in no event
later than noon (New York City time) on the 2nd Business Day after the
occurrence of the Reportable Event, any Form 8-K Disclosure Information
described on Exhibit X as applicable to such party, in EDGAR-compatible format,
or in such other format as otherwise agreed upon by the Trustee, the Depositor
and such party and (ii) include with such Additional Form 8-K Disclosure, an
Additional Disclosure Notification substantially in the form attached hereto as
Exhibit Y. The Depositor will approve, as to form and substance, or disapprove,
as the case may be, the inclusion of the Form 8-K Disclosure Information on Form
8-K no later than noon on the third business Day after the Reportable Event. The
Trustee has no duty under this Agreement to monitor or enforce the performance
by the parties listed on Exhibit X of their duties under this paragraph or
proactively solicit or procure from such parties any Form 8-K Disclosure
Information. Any notice delivered to the Trustee pursuant to this paragraph
shall be delivered by facsimile to (410) 715-2380 and by email to
cts.sec.notifications@wellsfargo.com, or such other address as may hereafter be
furnished by the Trustee to the other parties in writing. The Depositor will be
responsible for any reasonable fees and expenses assessed or incurred by the
Trustee in connection with including any Form 8-K Disclosure Information on Form
8-K pursuant to this paragraph.

            After preparing the Form 8-K, the Trustee shall forward
electronically a copy of the Form 8-K to the Depositor for review. Promptly, but
no later than the close of business on the second Business Day after the
Reportable Event, the Depositor shall notify the Trustee in writing (which may
be furnished electronically) of any changes to or approval of such Form 8-K. No
later than noon (Eastern time) on the 4th Business Day after the Reportable
Event, a duly authorized representative of the Depositor shall sign the Form 8-K
and return an electronic or fax copy of such signed Form 8-K (with an original
executed hard copy to follow by overnight mail) to the Trustee. If a Form 8-K
cannot be filed on time or if a previously filed Form 8-K needs to be amended,
the Trustee will follow the procedures set forth in Section 12.10(b). After
filing with the Commission, the Trustee will, pursuant to Section 4.02(a), make
available on its Website a final executed copy of each Form 8-K filed by the
Trustee. The parties to this Agreement acknowledge that the performance by the
Trustee of its duties under this Section 12.09 related to the timely preparation
and filing of Form 8-K is contingent upon such parties observing all applicable
deadlines in the performance of their duties under this Section 12.09. The
Trustee shall have no liability for any loss, expense, damage, claim arising out
of or with respect to any failure to properly prepare and/or timely file such
Form 8-K, where such failure results from the Trustee's inability or failure to
receive, on a timely basis, any information from any other party hereto needed
to prepare, arrange for execution or file such Form 8-K and not resulting from
the Trustee's own negligence, bad faith or willful misconduct.

                  Section 12.10 Form 15 Filing; Incomplete Exchange Act Filings;
      Amendments to Exchange Act Reports

            (a) On or before January 30 of the first year in which the Trustee
is able to do so under applicable law, the Trustee shall prepare and file a Form
15 Suspension Notification relating to the automatic suspension of reporting in
respect of the Trust under the Exchange Act, and shall provide notice to the
other parties hereto in the event such filing is not accomplished. After the
filing of Form 15, the obligations of the parties to this Agreement under
Sections 12.06, 12.07, 12.08 and 12.09 shall be suspended.

            (b) The Trustee shall promptly notify (which notice, notwithstanding
the provisions of Section 10.05, may be sent by facsimile or by email and which
shall include the identity of the Master Servicer or Special Servicer who did
not deliver such information) the Depositor and the Depositor shall notify such
Master or the Special Servicer that failed to deliver such information, if all,
or any portion of, any required disclosure information to be included in any
Form 8-K, Form 10-D or Form 10-K required to be filed pursuant to this Agreement
is not delivered to it within the delivery deadlines set forth in this Agreement
(exclusive of any grace or cure periods), but only to the extent the Trustee has
actual knowledge that such Master Servicer or Special Servicer, as applicable,
is required to provide such disclosure information. If the Trustee is unable to
timely file with the Commission all or any required portion of any Form 8-K,
Form 10-D or Form 10-K required to be filed by this Agreement because required
disclosure information was either not delivered to it or delivered to it after
the delivery deadlines set forth in this Agreement or for any other reason, the
Trustee shall promptly notify the Depositor of such inability to make a timely
filing with the Commission. In the case of Forms 10-D and 10-K, the parties
hereto, as necessary, shall cooperate with the Depositor and the Trustee to
prepare and file a Form 12b-25 and a Form 10-D/A and Form 10-K/A as applicable,
pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the
Trustee shall, upon receipt of all required Form 8-K Disclosure Information and
upon the approval and direction of the Depositor, include such disclosure
information on the next Form 10-D. In the event that any previously filed Form
8-K, Form 10-D or Form 10-K needs to be amended, the Trustee will, in the case
of any such amended forms relating to Additional Form 10-D Disclosure or to
Additional Form 10-K Disclosure, notify the Depositor, and the Depositor shall
notify such Master or Special Servicer and such parties shall cooperate (only to
the extent information regarding, or an action of, such party is any part of the
reason for such amendment) to prepare any necessary 8-K/A, Form 10-D/A or Form
10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form
10-K shall be signed, in the case of Form 15, Form 12b-25 or any amendments to
Form 8-K or Form 10-D, by a duly authorized officer of the Depositor, and in the
case of Form 10-K, by a senior officer of the Depositor in charge of
securitization. The Depositor, the Master Servicer and the Special Servicer
acknowledge that the performance by the Trustee of its duties under this Section
12.10 related to the timely preparation and filing of Form 15, a Form 12b-25 or
any amendment to Form 8-K, Form 10-D or Form 10-K is contingent upon the
Depositor, the Master Servicer and the Special Servicer performing their duties
under this Section. The Trustee shall have no liability for any loss, expense,
damage, claim arising out of or with respect to any failure to properly prepare
and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms 8-K,
10-D or 10-K, where such failure results from the Trustee's inability or failure
to receive, on a timely basis, any information from any other party hereto
needed to prepare, arrange for execution or timely file such Form 15, Form
12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own
negligence, bad faith or willful misconduct.

                  Section 12.11 Annual Compliance Statements

            The Master Servicer, the Special Servicer, the Trustee and each
Servicing Function Participant (if such Servicing Function Participant is a
servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB)
(each a "Certifying Servicer") shall, and the Master Servicer, the Special
Servicer and the Trustee shall use commercially reasonable efforts to cause each
Additional Servicer and each Servicing Function Participant (if such Servicing
Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or
(iii) of Regulation AB) (other than any party to this Agreement and any
Sub-Servicer listed on Exhibit N hereto) with which it has entered into a
servicing relationship with respect to the Trust Mortgage Loans to, deliver to
the Depositor and the Trustee on or before March 15th of each year, commencing
in March 2009, an Officer's Certificate stating, as to the signer thereof, that
(A) a review of such Certifying Servicer's activities during the preceding
fiscal year or portion thereof and of such Certifying Servicer's performance
under this Agreement (or the applicable sub-servicing agreement, as the case may
be), has been made under such officer's supervision and (B) to the best of such
officer's knowledge, based on such review, such Certifying Servicer has
fulfilled all its obligations under this Agreement, or the applicable
sub-servicing agreement or primary servicing agreement in the case of an
Additional Servicer, in all material respects throughout such year or portion
thereof, or, if there has been a failure to fulfill any such obligation in any
material respect, specifying each such failure known to such officer and the
nature and status thereof. Each Certifying Servicer shall forward a copy of each
such statement to the Controlling Class Certificateholder. Promptly after
receipt of each such Officer's Certificate, the Depositor shall have the right
to review such Officer's Certificate and, if applicable, consult with each
Certifying Servicer, as applicable, as to the nature of any failures by such
Certifying Servicer in the fulfillment of any of the Certifying Servicer's
obligations hereunder or under the applicable sub-servicing agreement. None of
the Certifying Servicers or any Additional Servicer or Servicing Function
Participant shall be required to deliver, or to endeavor to cause the delivery
of any such Officer's Certificates until May 30 in any given year, so long as a
Form 10-K is not required to be filed in respect of the Trust for the preceding
fiscal year.

                  Section 12.12 Annual Reports on Assessment of Compliance with
      Servicing Criteria

            By March 15 of each year in which the Trust is required to file a
Form 10-K for the preceding fiscal year, commencing in March 2009, or April 30
of each year in which the Trust is not required to file a Form 10-K for the
preceding fiscal year, the Master Servicer, the Special Servicer (regardless of
whether the Special Servicer has commenced special servicing of any Loan), the
Trustee and each Servicing Function Participant, each at its own expense, shall
furnish, and each of the preceding parties, as applicable, shall use reasonable
efforts to cause each other Servicing Function Participant (other than any party
to this Agreement and any Sub-Servicer listed on Exhibit N hereto) with which it
has entered into a servicing relationship with respect to the Trust Mortgage
Loans to furnish, each at its own expense, to the Trustee and the Depositor,
with a copy to the Controlling Class Certificateholder a report on an assessment
of compliance with the Relevant Servicing Criteria for the preceding fiscal year
that contains (A) a statement by such Reporting Servicer of its responsibility
for assessing compliance with the Relevant Servicing Criteria, (B) a statement
that such Reporting Servicer used the Servicing Criteria to assess compliance
with the Relevant Servicing Criteria, (C) such Reporting Servicer's assessment
of compliance with the Relevant Servicing Criteria as of and for the period
ending the end of the fiscal year covered by the Form 10-K required to be filed
pursuant to Section 12.07, including, if there has been any material instance of
noncompliance with the Relevant Servicing Criteria, a discussion of each such
failure and the nature and status thereof, and (D) a statement that a registered
public accounting firm has issued an attestation report on such Reporting
Servicer's assessment of compliance with the Relevant Servicing Criteria as of
and for such period.

            No later than ten (10) Business Days after the end of each fiscal
year for the Trust for which a Form 10-K is required to be filed, the Master
Servicer, the Special Servicer and the Trustee shall each forward to the Trustee
and the Depositor the name and address of each Servicing Function Participant
engaged by it during such fiscal year or portion thereof (except for any
Servicing Function Participant listed on Exhibit N hereto) and what Relevant
Servicing Criteria will be addressed in the report on assessment of compliance
prepared by such Servicing Function Participant. When the Master Servicer,
Special Servicer, the Trustee and each Servicing Function Participant submit
their respective assessments to the Trustee and the Depositor, each such party
shall also at such time, if it has received the assessment (and attestation
required pursuant to Section 12.13) of each Servicing Function Participant
engaged by it, include such assessment (and attestation) in its submission to
the Trustee.

            Promptly after receipt of each such report on assessment of
compliance, (i) the Depositor shall have the right to review each such report
and, if applicable, consult with the Master Servicer, the Special Servicer, the
Trustee and any Servicing Function Participant as to the nature of any material
instance of noncompliance with the Relevant Servicing Criteria by the Master
Servicer, the Special Servicer, the Trustee or any Servicing Function
Participant, and (ii) the Trustee shall confirm that the assessments, taken
individually address the Relevant Servicing Criteria for each party as set forth
on Exhibit U and notify the Depositor of any exceptions. None of the Master
Servicer, the Special Servicer, the Trustee or any Servicing Function
Participant shall be required to deliver, or to endeavor to cause the delivery
of, any such reports until May 1 in any given year that a Form 10-K is not
required to be filed in respect of the Trust for the preceding fiscal year.

            The parties hereto acknowledge that a material instance of
noncompliance with the Relevant Servicing Criteria reported on an assessment of
compliance pursuant to this Section 12.12 by the Master Servicer, the Special
Servicer or the Trustee shall not, as a result of being so reported, in and of
itself, constitute a breach of such parties' obligations, as applicable, under
this Agreement unless otherwise provided for in this Agreement.

                  Section 12.13 Annual Independent Public Accountants'
      Attestation

            By March 15 of each year in which the Trust is required to file a
Form 10-K for the preceding fiscal year, commencing in March 2009, or April 30
of each year in which the Trust is not required to file a Form 10-K for the
preceding fiscal year, the Master Servicer, the Special Servicer and the
Trustee, each at its own expense, shall use reasonable efforts to cause, and
each of the preceding parties, as applicable, shall use commercially reasonable
efforts to cause each other Servicing Function Participant with which it has
entered into a servicing relationship with respect to the Trust Mortgage Loans
(other than any party to this Agreement and any Sub-Servicer listed on Exhibit N
hereto) to cause, each at its own expense, a registered public accounting firm
(which may also render other services to the Master Servicer, the Special
Servicer, the Trustee or such other Servicing Function Participant, as the case
may be) that is a member of the American Institute of Certified Public
Accountants to furnish a report to the Trustee and the Depositor with a copy to
the Controlling Class Certificateholder for the preceding fiscal year, to the
effect that (i) it has obtained a representation regarding certain matters from
the management of such Reporting Servicer, which includes an assessment from
such Reporting Servicer of its compliance with the Relevant Servicing Criteria
and (ii) on the basis of an examination conducted by such firm in accordance
with standards for attestation engagements issued or adopted by the PCAOB, it is
expressing an opinion as to whether such Reporting Servicer's compliance with
the Relevant Servicing Criteria was fairly stated in all material respects, or
it cannot express an overall opinion regarding such Reporting Servicer's
assessment of compliance with the Relevant Servicing Criteria. If an overall
opinion cannot be expressed, such registered public accounting firm shall state
in such report why it was unable to express such an opinion. Such report must be
available for general use and not contain restricted use language.

            Promptly after receipt of such report from the Master Servicer,
Special Servicer, the Trustee or any Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Trust Mortgage
Loans (other than any party to this Agreement and any Sub-Servicer listed on
Exhibit N hereto), (i) the Depositor shall have the right to review the report
and, if applicable, consult with such Master Servicer, the Special Servicer, the
Trustee or any such Servicing Function Participant as to the nature of any
material instance of noncompliance by such Master Servicer, the Special
Servicer, the Trustee or any such Servicing Function Participant with the
Relevant Servicing Criteria, as the case may be, in the fulfillment of any of
the Master Servicer's, the Special Servicer's, the Trustee's or the applicable
Servicing Function Participant's obligations hereunder or under any applicable
sub-servicing agreement, and (ii) the Trustee shall confirm that each assessment
submitted pursuant to Section 12.12 is coupled with an attestation meeting the
requirements of this Section and notify the Depositor of any exceptions. None of
the Master Servicer, the Special Servicer, the Trustee or any Servicing Function
Participant shall be required to deliver, or to endeavor to cause the delivery
of, such reports until April 30 in any given year so long as a Form 10-K is not
required to be filed in respect of the Trust for the preceding fiscal year.

                  Section 12.14 Exchange Act Reporting Indemnification

            Each of the Master Servicer, the Special Servicer and the Trustee
shall indemnify and hold harmless each other and each Certification Party, the
Depositor and their respective directors and officers, and each other person who
controls any such entity within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any losses,
damages, penalties, fines, forfeitures, reasonable legal fees and expenses and
related costs, judgments and other costs and expenses incurred by such
Certification Party arising out of (i) an actual breach of its obligations under
this Article XII or (ii) negligence, bad faith or willful misconduct on its part
in the performance of such obligations.

            The Master Servicer, the Special Servicer and the Trustee shall use
commercially reasonable efforts to cause each Servicing Function Participant
with which, in each case, it has entered into a servicing relationship with
respect to the Trust Mortgage Loans (other than any party to this Agreement and
any Sub-Servicer listed on Exhibit N hereto) to indemnify and hold harmless each
Certification Party from and against any losses, damages, penalties, fines,
forfeitures, reasonable legal fees and expenses and related costs, judgments and
other costs and expenses incurred by such Certification Party arising out of (i)
a breach of its obligations to provide any of the annual compliance statements
or annual assessment of servicing criteria or attestation reports pursuant to
this Agreement, or the applicable sub-servicing or primary servicing agreement,
as applicable, or (ii) negligence, bad faith or willful misconduct on its part
in the performance of such obligations thereunder.

            If the indemnification provided for herein is unavailable or
insufficient to hold harmless any Certification Party, then the Master Servicer,
the Special Servicer, Additional Servicer or other Servicing Function
Participant (the "Performing Party") shall contribute, as applicable, to the
amount paid or payable to the Certification Party as a result of the losses,
claims, damages or liabilities of the Certification Party in such proportion as
is appropriate to reflect the relative fault of the Certification Party on the
one hand and the Performing Party on the other in connection with a breach of
the Performing Party's obligations pursuant to this Article XII (or breach of
its representations or obligations under the applicable sub-servicing or primary
servicing agreement to provide any of the annual compliance statements or annual
servicing criteria compliance reports or attestation reports) or the Performing
party's negligence, bad faith or willful misconduct in connection therewith. The
Master Servicer, Special Servicer and the Trustee shall use reasonable best
efforts to cause each Servicing Function Participant with which it has entered
into a servicing relationship (other than any party to this Agreement and any
Sub-Servicer listed on Exhibit N hereto) with respect to the Trust Mortgage
Loans to agree to the foregoing indemnification and contribution obligations.

            Promptly after receipt by an indemnified party of notice of the
commencement of any action, such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party hereunder, notify in
writing the indemnifying party of the commencement thereof; but the omission to
so notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party under this Agreement except to the extent
that such omission to notify materially prejudices the indemnifying party. In
case any such action is brought against any indemnified party, after the
indemnifying party has been notified of the commencement of such action, such
indemnifying party shall be entitled to participate therein (at its own expense)
and, to the extent that it may wish, shall be entitled to assume the defense
thereof (jointly with any other indemnifying party similarly notified) with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and after notice from the indemnifying party to such indemnified party
of its election to so assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party for any expenses subsequently incurred
in connection with the defense thereof other than reasonable costs of
investigation. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless (i) the indemnifying party
and the indemnified party shall have agreed to the retention of such counsel,
(ii) the named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them or (iii) the indemnifying party fails
within a reasonable period of time to designate counsel that is reasonably
satisfactory to the indemnified party. In no event shall the indemnifying
parties be liable for fees and expenses of more than one counsel (in addition to
any local counsel) in any one jurisdiction separate from their own counsel for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. An indemnifying party shall not be liable
for any settlement of any proceeding effected without its written consent.
However, if settled with such consent, the indemnifying party shall indemnify
the indemnified party from and against any loss or liability by reason of such
settlement to the extent that the indemnifying party is otherwise required to do
so under this Agreement. If an indemnifying party assumes the defense of any
proceeding, it shall be entitled to settle such proceeding with the consent of
the indemnified party (which consent shall not be unreasonably withheld) or, if
such settlement (i) provides for an unconditional release of the indemnified
party in connection with all matters relating to the proceeding that have been
asserted against the indemnified party in such proceeding by the other parties
to such settlement and (ii) does not require an admission of fault by the
indemnified party, without the consent of the indemnified party.

                  Section 12.15 Amendments

            Nothing contained in this Article XII shall be construed to require
any party to this Agreement other than the Depositor, or any of such party's
officers, to execute any Form 10-K. The failure of any party to this Agreement
other than the Depositor, or any of such party's officers, to execute any Form
10-K shall not be regarded as a breach by such party of any of its obligations
under this Agreement. This Article XII may be amended by the parties hereto
pursuant to Section 12.01 for purposes of complying with Regulation AB and/or to
conform to standards developed within the commercial mortgage backed securities
market, without any Opinions of Counsel, Officer's Certificates, confirmations
of ratings of the Certificates from any Rating Agency or the consent of any
Certificateholder, notwithstanding anything to the contrary contained in this
Agreement, provided, however, no such amendment shall modify the obligations of
the Master Servicer or the Special Servicer under Section 11.10(c) or Sections
12.11, 12.12 or 12.13 hereunder.

                  Section 12.16 Exchange Act Report Signatures; Delivery of
      Notices; Interpretation of Grace Periods

            (a) Each Form 8-K report, Form 10-D report and Form 10-K report
shall be signed by the Depositor in accordance with this Agreement and any other
procedures to be agreed upon by the Depositor and the Trustee. The signing party
at the Depositor can be contacted at Credit Suisse First Boston Mortgage
Securities Corp. at 11 Madison Avenue, New York, New York 10010, Attention:
Reese Mason, with a copy to Casey McCutcheon, Esq. and the signing party at the
Trustee, if applicable, can be contacted at Wells Fargo Bank, National
Association, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:
Corporate Trust Services (CMBS) Credit Suisse First Boston Mortgage Securities
Corp. 2008-C1.

            (b) Notwithstanding anything in Section 10.05 to the contrary, any
notice required to be delivered to the Depositor under this Article XII shall be
properly given if sent by facsimile to (212) 743-5227 Attention: Reese Mason (or
such other number as the Depositor may instruct) and by email to
reese.mason@credit-suisse.com (or such other email address as the Depositor may
instruct).

            (c) For the avoidance of doubt:

            (i) No Master Servicer or Special Servicer shall be subject to an
      Event of Default, as applicable, pursuant to Section 7.01(a)(xi) of this
      Agreement nor shall any such party be deemed to not be in compliance under
      this Agreement, prior to the date which causes Trustee to be delinquent in
      any filing obligation provided for under this Article XII, provided, that
      if any such party fails to comply with the delivery requirements of this
      Article XII which prevents the Trustee from making any required filing,
      such failure shall constitute an Event of Default; and

            (ii) No Master Servicer or Special Servicer shall be subject to an
      Event of Default, pursuant to Section 7.01(a)(xi) of this Agreement nor
      shall any such party be deemed to not be in compliance under this
      Agreement, for failing to deliver any item required under this Article XII
      by the time required hereunder with respect to any reporting period for
      which the Trust is not required to file Exchange Act Reports (which
      reporting periods will include any occurring after the Trustee files the
      Form 15 relating to the automatic suspension of reporting in respect of
      the Trust under the Exchange Act).

                  Section 12.17 Termination of the Trustee

            Notwithstanding anything to the contrary contained in this
Agreement, the Depositor may immediately terminate the Trustee if the Trustee
fails to comply with any of its obligations under this Article XII; provided
that (a) such termination shall not be effective until a successor trustee shall
have accepted the appointment, (b) the Trustee may not be terminated if it
cannot perform its obligations due to its failure to properly prepare, arrange
for execution or file on a timely basis any Form 8-K, Form 10-K or Form 10-D or
any amendments to such forms, any Form 15 or any Form 12b-25 where such failure
results from the Trustee's inability or failure to receive, within the exact
time frames set forth in this Agreement any information, approval, direction or
signature from any other party hereto needed to prepare, arrange for execution
or timely file any such Form 8-K, Form 10-K or Form 10-D or any amendments to
such forms or any form 12b-25 not resulting from its own negligence, bad faith
or willful misconduct, (c) the Trustee may not be terminated if, following the
Trustee's failure (which failure is not directly or indirectly caused by the
failure of any other party hereto to perform its obligations fully within the
exact applicable timeframe or otherwise by such party's negligence, bad faith or
willful misconduct) to comply with any of such obligations under Sections 12.06,
12.07, 12.09, 12.11, 12.12 or 12.13 on or prior to the dates by which such
obligations are to be performed pursuant to, and as set forth in, such Sections
the Trustee subsequently complies with such obligations before the Depositor
gives written notice to it that it is terminated in accordance with this Section
12.17 and (d) if the Trustee's failure (which failure is not directly or
indirectly caused by the failure of any other party hereto to perform its
obligations fully within the exact applicable timeframe or otherwise by such
party's negligence, bad faith or willful misconduct) to comply does not cause it
to fail in its obligations to timely file the related Form 8-K, Form 10-D or
Form 10-K, as the case may be, by the related deadline for filing such Form 8-K,
Form 10-D or Form 10-K, then the Depositor shall cease to have the right to
terminate the Trustee under this Section 12.17 on the date on which such Form
8-K, Form 10-D or Form 10-K is so filed.

                  Section 12.18 Certain Matters With Respect to Significant
      Obligors

            (a) It is hereby acknowledged that the Waikiki Beach Walk Retail
Mortgage Loan, the 450 Lexington Avenue Loan and the 1100 Executive Tower
Mortgage Loan are "significant obligors" with respect to the Trust, each
representing more than 10% and less than 20% of the aggregate initial Stated
Principal Balance of the Mortgage Loans for purposes of Regulation AB, and,
accordingly, Item 6 of Form 10-D and Instruction J(2)(B) of Form 10-K provides
for the inclusion of updated net operating income of such "significant obligor"
as required by Item 1112(b)(1) of Regulation AB on each Form 10-D and on each
Form 10-K, respectively, to be filed by the Trust with respect to a Distribution
Date immediately following the date in which each financial statement of such
"significant obligor" is required to be delivered to the lender under the
related Mortgage Loan Documents (which is (x) thirty (30) days following the end
of each calendar quarter for the Waikiki Beach Walk Retail Mortgage Loan and
ninety (90) days following the close of each fiscal year, (y) forty-five (45)
days following the end of each calendar quarter for the 450 Lexington Avenue
Loan (which financial statements are required to include year-to-date
information) and (z) forty-five (45) days following the end of each calendar
quarter for the 1100 Executive Tower Mortgage Loan (which financial statements
are required to include year-to-date information)). With respect to the 450
Lexington Avenue Loan, the Special Servicer shall forward to the Master Servicer
any financial statement that it receives from the 450 Lexington Avenue Master
Servicer or the 450 Lexington Avenue Special Servicer, as applicable. Promptly
following receipt of an updated financial statement of such "significant
obligor" (whether from the related Borrower or the Special Servicer or, with
respect to the 450 Lexington Avenue Loan, from the 450 Lexington Avenue Master
Servicer or the 450 Lexington Avenue Special Servicer), the Master Servicer
shall update the following columns of the CMSA Loan Periodic Update File for the
applicable Distribution Date: columns BB, BP, BT and BU (corresponding to fields
54--"Preceding Fiscal Year NOI", 68--"Most Recent NOI", 72--"Most Recent
Financial As of Start Date" and 73--"Most Recent Financial As of End Date"), as
such column references and field numbers may change from time to time. If the
Master Servicer does not receive a financial statement of such "significant
obligor" within ten Business Days after the date such financial statement is
required or would have been required to be delivered under the related Mortgage
Loan Documents:

            (i) the Master Servicer shall notify the Depositor (and either (x)
      if such Mortgage Loan is a Specially Serviced Mortgage Loan, the Special
      Servicer hereunder, or (y) in the case of the 450 Lexington Avenue Loan,
      the 450 Lexington Avenue Master Servicer) that it has not received such
      financial statement; and

            (ii) the Master Servicer or the Special Servicer (as applicable, in
      accordance with Section 3.12 hereof) shall use reasonable efforts
      consistent with the Servicing Standard (taking into account, in addition,
      the ongoing reporting obligations of the Depositor under the Exchange Act)
      to continue to attempt to obtain such financial statement from the related
      Borrower (other than with respect to the 450 Lexington Avenue Loan, in
      which case from the 450 Lexington Avenue Master Servicer).

            In such circumstances, the Master Servicer shall retain written
evidence of each instance in which it attempts to contact the related Person to
obtain the required financial statement and is unsuccessful and, within five
Business Days prior to the date in which a Form 10-D or Form 10-K, as
applicable, is required to be filed by the Trust, shall forward an Officer's
Certificate with respect to such attempts to the Trustee and the Depositor. The
Officer's Certificate should be addressed to the Trustee as follows: Wells Fargo
Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention SEC
Reporting Group, or e-mailed to cts.sec.notifications@wellsfargo.com.

            (b) If the Trustee has not received financial information
satisfactory to comply with Item 6 of Form 10-D or Item 1112(b) of Form 10-K, as
the case may be, by the end of the third calendar day in respect of Form 10-D
and by the close of business on the third Business Day in respect of Form 10-K,
in each case prior to the applicable filing deadline, the Trustee shall include
the following statement with respect to Item 6 on the related Form 10-D or Item
1112(b) on the related Form 10-K: "The information required for this [Item
6][Item 1112(b)] rests with a person or entity which is not affiliated with the
registrant. Oral and written requests have been made on behalf of the
registrant, to the extent required under the related pooling and servicing
agreement, to obtain the information required for this [Item 6][Item 1112(b)],
and the registrant has been unable to obtain such information to include on this
[Form 10-D][Form 10-K] by the related filing deadline. The information is
therefore being omitted herefrom in reliance on Rule 12b-21 under the Securities
Exchange Act of 1934, as amended."




            IN WITNESS WHEREOF, the parties to this Pooling and Servicing
Agreement have caused their names to be signed hereto by their respective
officers thereunto duly authorized, in each case as of the day and year first
above written.

                                       CREDIT SUISSE FIRST BOSTON MORTGAGE
                                          SECURITIES CORP.,
                                          as Depositor


                                       By: /s/ Jeffrey Altabef
                                          -------------------------------------
                                          Name: Jeffrey Altabef
                                          Title: Vice President



                                       KEYCORP REAL ESTATE CAPITAL MARKETS,
                                          INC.,
                                          as Master Servicer


                                       By: /s/ Bryan Nitcher
                                          -------------------------------------
                                          Name: Bryan Nitcher
                                          Title: Senior Vice President



                                       MIDLAND LOAN SERVICES, INC.,
                                          as Special Servicer


                                       By: /s/ Lawrence D. Ashley
                                          -------------------------------------
                                          Name: Lawrence D. Ashley
                                          Title: Senior Vice President



                                       WELLS FARGO BANK, N.A.,
                                          as Trustee


                                       By: /s/ Amy Mofsenson
                                          -------------------------------------
                                          Name: Amy Mofsenson
                                          Title: Vice President





STATE OF NEW YORK       )
                        )  ss.:
COUNTY OF NEW YORK      )


            On the 18th day of April 2008 before me, a notary public in and for
said State, personally appeared Jeffrey Altabef, known to me to be a Vice
President of Credit Suisse First Boston Mortgage Securities Corp., one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of said entity, and acknowledged to me that
such entity executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                       /s/ Jaclyn A. Jesberger
                                       -------------------------------------


                                       Jaclyn A. Jesberger
                                       Notary Public, State of New York
                                       No. 02-Z16069116
                                       Qualified in Nassau County
                                       Commission Expires Jan. 22, 2010






STATE OF KANSAS         )
                        )  ss.:
COUNTY OF JOHNSON       )


            On the 9th day of April 2008 before me, a notary public in and for
said State, personally appeared Lawrence D. Ashley, known to me to be a Senior
Vice President of Midland Loan Services, Inc., one of the entities that executed
the within instrument, and also known to me to be the person who executed it on
behalf of said entity, and acknowledged to me that such entity executed the
within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                                /s/ Brent Kinder
                                       -------------------------------------
                                                   Notary Public

                                       Brent Kinder
                                       Notary Public - State of Kansas
                                       My Aptt. Exp January 31, 2010






STATE OF NEW YORK       )
                        )  ss.:
COUNTY OF NEW YORK      )


            On the 18th day of April 2008 before me, a notary public in and for
said State, personally appeared Amy Mofsenson, known to me to be a Vice
President of Wells Fargo Bank, N.A., one of the entities that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said entity, and acknowledged to me that such entity executed the
within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                                 /s/ Janet M. Jolley
                                       -------------------------------------
                                                    Notary Public


                                       Janet M. Jolley
                                       Notary Public, State of New York
                                       No. 01JO6121000
                                       Qualified in Kings County
                                       Commission Expires Jan. 3, 2009






STATE OF MISSOURI       )
                        )  ss.:
COUNTY OF JACKSON       )


            On the 9th day of April 2008 before me, a notary public in and for
said State, personally appeared Bryan Nitcher, known to me to be a Senior Vice
President of KeyCorp Real Estate Capital Markets, Inc., one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said entity, and acknowledged to me that such entity
executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                                 /s/ Patricia Clark
                                       -------------------------------------
                                                    Notary Public





                                   EXHIBIT A-1

                         FORM OF CLASS A-X CERTIFICATES

            CLASS A-X COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                 SERIES 2008-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by:

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Pass-Through Rate: Variable               Class Notional Amount of the Class A-X
                                          Certificates as of the Closing Date:
                                          $________________

Closing Date: April 18, 2008              Initial Certificate Notional Amount
                                          of this Certificate as of the Closing
First Distribution Date: May 16, 2008     Date: $________________

Master Servicer:                          Aggregate Stated Principal Balance
KeyCorp Real Estate Capital Markets,      of the Mortgage Loans as of the Cut-
Inc.                                      Off Date ("Initial Pool Balance"):
                                          $887,206,601
Special Servicer:
Midland Loan Services, Inc.               Trustee:
                                          Wells Fargo Bank, N.A.

Certificate No. A-X-[__]                  CUSIP No.: _____________
                                          Common Code: _____________
                                          ISIN No.: _____________





UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE") OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR (B) ANY PERSON WHO
IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WELLS FARGO BANK, KEYCORP REAL
ESTATE CAPITAL MARKETS, INC., MIDLAND LOAN SERVICES, INC. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING
MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL
BALANCE AND WILL NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.

[FOR REGULATION S GLOBAL CERTIFICATES: PRIOR TO THE DATE THAT IS 40 DAYS AFTER
THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING TO PERSONS OTHER THAN
DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS CERTIFICATE MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]

        This certifies that CEDE & CO. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the notional amount
of this Certificate (its "Certificate Notional Amount") as of the Closing Date
by the aggregate notional amount of all the Class A-X Certificates (their "Class
Notional Amount") as of the Closing Date) in that certain beneficial ownership
interest in the Trust Fund evidenced by all the Class A-X Certificates. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as of April 1, 2008 (the "Agreement"), among
Credit Suisse First Boston Mortgage Securities Corp., as depositor (the
"Depositor," which term includes any successor entity under the Agreement),
KeyCorp Real Estate Capital Markets, Inc., as master servicer (in such capacity,
the "Master Servicer," which term includes any successor entity under the
Agreement), Midland Loan Services, Inc., as special servicer (in such capacity,
the "Special Servicer," which term includes any successor entity under the
Agreement), and Wells Fargo Bank, N.A., as trustee (the "Trustee," which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, capitalized terms used herein have the respective meanings assigned
thereto in the Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

        Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class A-X Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Trustee by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no later than the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

        The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account or any Mortgage Loan Combination Custodial
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

        This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

        No transfer, sale, pledge or other disposition of this Certificate or
any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except under limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Trustee to the effect that
such transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust or of the Depositor, the
Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar
in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

        If this Certificate constitutes a Rule 144A Global Certificate and a
transfer of any interest in this Certificate is to be made without registration
under the Securities Act, then (except under limited circumstances specified in
the Agreement) the Certificate Owner desiring to effect such transfer shall be
required to obtain either (i) a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached as Exhibit F-2C to the
Agreement, or (ii) an Opinion of Counsel to the effect that such prospective
Transferee is a Qualified Institutional Buyer and such transfer may be made
without registration under the Securities Act. Except as discussed below, if
this Certificate constitutes a Rule 144A Global Certificate, then interests
herein shall not be transferred to any Person other than a Qualified
Institutional Buyer that takes delivery in the form of an interest in this Rule
144A Global Certificate.

        Notwithstanding the preceding paragraph, if this Certificate constitutes
a Rule 144A Global Certificate, then interests herein may be transferred
(without delivery of any certificate or Opinion of Counsel described in the
preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate of the same Class as
this Rule 144A Global Certificate upon delivery to the Certificate Registrar of
(x) a certificate from the Certificate Owner desiring to effect such transfer
substantially in the form attached as Exhibit F-1D to the Agreement and a
certificate from such Certificate Owner's prospective Transferee substantially
in the form attached as Exhibit F-2D to the Agreement and (y) such written
orders and instructions as are required under the applicable procedures of DTC,
Clearstream and/or Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in this Rule 144A Global
Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in such Class to be transferred.
Upon delivery to the Certificate Registrar of such certifications and such
orders and instructions, the Trustee, subject to and in accordance with the
applicable procedures of DTC, shall reduce the denomination of this Rule 144A
Global Certificate, and increase the denomination of the related Regulation S
Global Certificate, by the denomination of the beneficial interest in the
subject Class specified in such orders and instructions.

        Except as discussed below, if this Certificate constitutes a Regulation
S Global Certificate, then beneficial interests in this Certificate shall not be
transferred to any Person other than a non-United States Securities Person that
takes delivery in the form of an interest in this Certificate, and the
Certificate Owner desiring to effect such transfer shall be required to obtain
from such Certificate Owner's prospective Transferee a certification
substantially in the form attached as Exhibit F-2D to the Agreement. On or prior
to the Release Date, beneficial interests in any Regulation S Global Certificate
may be held only through Euroclear or Clearstream. After the Release Date,
beneficial interests in any Regulation S Global Certificate may be held through
Euroclear, Clearstream or any other direct account holder at DTC.

        Notwithstanding the preceding paragraph, if this Certificate constitutes
a Regulation S Global Certificate, then interests in this Certificate may be
transferred (without delivery of any certificate described in the preceding
paragraph) to any Person who takes delivery in the form of a beneficial interest
in the Rule 144A Global Certificate for the same Class as this Regulation S
Global Certificate upon delivery to the Certificate Registrar and the Trustee of
(i) a certificate from the Certificate Owner desiring to effect such transfer
substantially in the form attached as Exhibit F-1C to the Agreement and a
certificate from such Certificate Owner's prospective Transferee substantially
in the form attached as Exhibit F-2C to the Agreement and (ii) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and/or Euroclear to direct the Trustee to debit the
account of a Depository Participant by a denomination of interests in this
Regulation S Global Certificate, and credit the account of a Depository
Participant by a denomination of interests in the related Rule 144A Global
Certificate, that is equal to the denomination of beneficial interests to be
transferred. Upon delivery to the Trustee of such certifications and such orders
and instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of this Regulation S
Global Certificate, and increase the denomination of the related Rule 144A
Global Certificate, by the denomination of the beneficial interest in the
subject Class specified in such orders and instructions.

        Notwithstanding the foregoing, any interest in a Global Certificate may
be transferred by any Certificate Owner holding such interest to any Person who
takes delivery in the form of a Definitive Certificate of the same Class as such
Global Certificate upon delivery to the Certificate Registrar and the Trustee of
(i) such certifications and/or opinions as are contemplated above with respect
to transfers of this Certificate in definitive form and (ii) such written orders
and instructions as are required under the applicable procedures of the
Depository, Clearstream and/or Euroclear to direct the Trustee to debit the
account of a Depository Participant by a denomination of interests in such
Global Certificate. Upon delivery to the Certificate Registrar of the
certifications and/or opinions contemplated above with respect to transfers of
this Certificate in definitive form, the Trustee, subject to and in accordance
with the applicable procedures of the Depository, shall reduce the denomination
of the subject Global Certificate, and cause a Definitive Certificate of the
same Class as such Global Certificate, and in a denomination equal to the
reduction in the denomination of such Global Certificate, to be executed,
authenticated and delivered in accordance with this Agreement to the applicable
Transferee.

        The Global Certificates shall be deposited with the Trustee as custodian
for DTC and registered in the name of Cede & Co. as nominee of DTC.

        None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class A-X Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of this Certificate or any interest
herein without registration or qualification. Any Certificateholder or
Certificate Owner desiring to effect a transfer of this Certificate or any
interest herein shall, and does hereby agree to, indemnify Credit Suisse
Securities (USA) LLC, Morgan Stanley & Co. Incorporated, the Depositor, the
Trustee, the Master Servicer, the Special Servicer, and the Certificate
Registrar against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws or the provisions
described in the preceding paragraphs.

        If a Person is acquiring this Certificate as a fiduciary or agent for
one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee to confirm that, it has
(i) sole investment discretion with respect to each such account and (ii) full
power to make the acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account as described above in this
Certificate.

        As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

        No service charge will be imposed for any registration of transfer or
exchange of this Certificate, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of this Certificate.

        Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.

        The Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agent of the Depositor, the Master Servicer,
the Special Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

        Subject to certain terms and conditions set forth in the Agreement, the
Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund and (ii) the purchase by any
single Controlling Class Certificateholder or group of Controlling Class
Certificateholders with a majority interest in the Controlling Class, the Master
Servicer or the Special Servicer, at a price determined as provided in the
Agreement, of all the Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require any single Controlling
Class Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class to purchase from the Trust Fund all
the Mortgage Loans and each REO Property remaining therein. The exercise of such
right may effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1.0% of the Initial Pool Balance.

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of
either REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

        Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

        The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

        This Certificate shall be 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, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.






        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                          WELLS FARGO BANK, N.A.
                                          as Trustee



                                          By: __________________________________
                                              Authorized Representative


                          CERTIFICATE OF AUTHENTICATION

        This is one of the Class A-X Certificates referred to in the
within-mentioned Agreement.

Dated: April ____, 2008

                                          WELLS FARGO BANK, N.A.
                                          as Certificate Registrar



                                          By: __________________________________
                                              Authorized Representative





                                   ASSIGNMENT
                                   ----------

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
        (please print or typewrite name and address including postal
                           zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

        I (we) further direct the Certificate Registrar to issue a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                          ______________________________________
                                          Signature by or on behalf of Assignor


                                          ______________________________________
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

        The Assignee should include the following for purposes of distribution:

        Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

        Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _______________________________________.

        This information is provided by _______________________________________,
the Assignee named above, or __________________________________________________,
as its agent.







                                   EXHIBIT A-2

             FORM OF CLASS A-1, CLASS A-2, CLASS A-AB, CLASS A-3 AND
                            CLASS A-1-A CERTIFICATES

                     CLASS [A-1] [A-2] [A-AB] [A-3] [A-1-A]
                        COMMERCIAL MORTGAGE PASS-THROUGH
                           CERTIFICATE, SERIES 2008-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Pass-Through Rate: [____% per annum]      Class Principal Balance of the Class
[Variable]                                [A-1] [A-2] [A-AB] [A-3] [A-1-A]
                                          Certificates as of the Closing Date:
                                          $_________________

Closing Date: April 18, 2008              Initial Certificate Principal Balance
                                          of this Certificate as of the Closing
First Distribution Date: May 16, 2008     Date: $_________________

Master Servicer:                          Aggregate Stated Principal Balance of
KeyCorp Real Estate Capital Markets,      the Mortgage Loans as of the Cut-Off
Inc.                                      Date ("Initial Pool Balance"):
                                          $887,206,601
Special Servicer:
Midland Loan Services, Inc.               Trustee:
                                          Wells Fargo Bank, N.A.

Certificate No. [A-1] [A-2] [A-AB]        CUSIP No.: _____________
[A-3] [A-1-A]-[__]                        Common Code: _____________
                                          ISIN No.: _____________






UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE") OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR (B) ANY PERSON WHO
IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WELLS FARGO BANK, N.A., KEYCORP
REAL ESTATE CAPITAL MARKETS, INC., MIDLAND LOAN SERVICES, INC. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING
MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

        This certifies that CEDE & CO. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the principal
amount of this Certificate (its "Certificate Principal Balance") as of the
Closing Date by the aggregate principal amount of all the Class [A-1] [A-2]
[A-AB] [A-3] [A-1-A] Certificates (their "Class Principal Balance") as of the
Closing Date) in that certain beneficial ownership interest in the Trust Fund
evidenced by all the Class [A-1] [A-2] [A-AB] [A-3] [A-1-A] Certificates. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as of April 1, 2008 (the "Agreement"), among
Credit Suisse First Boston Mortgage Securities Corp., as depositor (the
"Depositor," which term includes any successor entity under the Agreement),
KeyCorp Real Estate Capital Markets, Inc., as master servicer (in such capacity,
the "Master Servicer," which term includes any successor entity under the
Agreement), Midland Loan Services, Inc., as special servicer (in such capacity,
the "Special Servicer," which term includes any successor entity under the
Agreement), and Wells Fargo Bank, N.A., as trustee (the "Trustee," which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, capitalized terms used herein have the respective meanings assigned
thereto in the Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

        Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class [A-1] [A-2] [A-AB] [A-3] [A-1-A] Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Certificate will be made by the Trustee by wire transfer of
immediately available funds to the account of the Person entitled thereto at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
later than the related Record Date (which wiring instructions may be in the form
of a standing order applicable to all subsequent distributions), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any portion of a Realized Loss in respect of this Certificate) will be made
in like manner, but only upon presentation and surrender of this Certificate at
the offices of the Certificate Registrar or such other location specified in the
notice to the Holder hereof of such final distribution.

        The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account or any Mortgage Loan Combination Custodial
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

        Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

        This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

        As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

        No service charge will be imposed for any registration of transfer or
exchange of this Certificate, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Certificate.

        Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.

        The Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agent of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

        Subject to certain terms and conditions set forth in the Agreement, the
Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund and (ii) the purchase by any
single Controlling Class Certificateholder or group of Controlling Class
Certificateholders with a majority interest in the Controlling Class, the Master
Servicer or the Special Servicer, at a price determined as provided in the
Agreement, of all the Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require any single Controlling
Class Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class, the Master Servicer or the Special
Servicer to purchase from the Trust Fund all the Mortgage Loans and each REO
Property remaining therein. The exercise of such right may effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer, the Special Servicer and the Trustee with the consent of the Holders
of Certificates entitled to not less than 51% of the Voting Rights allocated to
all of the Classes materially affected by the amendment (subject to certain
third-party beneficiary consent rights). Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, including any amendment necessary to
maintain the status of either REMIC Pool as a REMIC, without the consent of the
Holders of any of the Certificates.

        Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

        The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

        This Certificate shall be 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, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.





        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                          WELLS FARGO BANK, N.A.
                                          as Trustee



                                          By: __________________________________
                                              Authorized Representative


                          CERTIFICATE OF AUTHENTICATION

        This is one of the Class [A-1] [A-2] [A-AB] [A-3] [A-1-A] Certificates
referred to in the within-mentioned Agreement.

Dated: April ____, 2008

                                          WELLS FARGO BANK, N.A.
                                          as Certificate Registrar



                                          By: __________________________________
                                              Authorized Representative





                                   ASSIGNMENT
                                   ----------

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
        (please print or typewrite name and address including postal
                           zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

        I (we) further direct the Certificate Registrar to issue a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                          ______________________________________
                                          Signature by or on behalf of Assignor


                                          ______________________________________
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

        The Assignee should include the following for purposes of distribution:

        Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

        Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _______________________________________.

        This information is provided by _______________________________________,
the Assignee named above, or __________________________________________________,
as its agent.






                                   EXHIBIT A-3

   FORM OF CLASS A-M, CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F,
     CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O,
                    CLASS P, CLASS Q AND CLASS S CERTIFICATES

    CLASS [A-M] [A-J] [B] [C] [D] [E] [F] [G] [H] [J] [K] [L] [M] [N] [O] [P]
                           [Q] [S] COMMERCIAL MORTGAGE
                    PASS-THROUGH CERTIFICATE, SERIES 2008-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Pass-Through Rate: [____% per annum]      Class Principal Balance of the [A-M]
[Variable]                                [A-J] [B] [C] [D] [E] [F] [G] [H] [J]
                                          [K] [L] [M] [N] [O] [P] [Q] [S]
                                          Certificates as of the Closing Date:
                                          $_________________


Closing Date: April 18, 2008              Initial Certificate Principal Balance
                                          of this Certificate as of the Closing
First Distribution Date: May 16, 2008     Date: $_________________

Master Servicer:                          Aggregate Stated Principal Balance of
KeyCorp Real Estate Capital Markets,      the Mortgage Loans as of the Cut-Off
Inc.                                      Date ("Initial Pool Balance"):
                                          $887,206,601
Special Servicer:
Midland Loan Services, Inc.
                                          Trustee:
                                          Wells Fargo Bank, N.A.

Certificate No. [A-M] [A-J] [B] [C]       CUSIP No.: _____________
[D] [E] [F] [G] [H] [J] [K] [L] [M]       Common Code: _____________
[N] [O] [P] [Q] [S]-[__]                  ISIN No.: _____________






UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE") OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR (B) ANY PERSON WHO
IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WELLS FARGO BANK, N.A., KEYCORP
REAL ESTATE CAPITAL MARKETS, INC., MIDLAND LOAN SERVICES, INC. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING
MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE
SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

[FOR REGULATION S GLOBAL CERTIFICATES: PRIOR TO THE DATE THAT IS 40 DAYS AFTER
THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING TO PERSONS OTHER THAN
DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS CERTIFICATE MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]

        This certifies that CEDE & CO. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the principal
amount of this Certificate (its "Certificate Principal Balance") as of the
Closing Date by the aggregate principal amount of all the Class [A-M] [A-J] [B]
[C] [D] [E] [F] [G] [H] [J] [K] [L] [M] [N] [O] [P] [Q] [S] Certificates (their
"Class Principal Balance") as of the Closing Date) in that certain beneficial
ownership interest in the Trust Fund evidenced by all the Class [A-M] [A-J] [B]
[C] [D] [E] [F] [G] [H] [J] [K] [L] [M] [N] [O] [P] [Q] [S] Certificates. The
Trust Fund was created and the Certificates were issued pursuant to a Pooling
and Servicing Agreement, dated as of April 1, 2008 (the "Agreement"), among
Credit Suisse First Boston Mortgage Securities Corp., as depositor (the
"Depositor," which term includes any successor entity under the Agreement),
KeyCorp Real Estate Capital Markets, Inc., as master servicer (in such capacity,
the "Master Servicer," which term includes any successor entity under the
Agreement), Midland Loan Services, Inc., as special servicer (in such capacity,
the "Special Servicer," which term includes any successor entity under the
Agreement), and Wells Fargo Bank, N.A., as trustee (the "Trustee," which term
includes any successor entity under the Agreement), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, capitalized terms used herein have the respective meanings assigned
thereto in the Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

        Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class [A-M] [A-J] [B] [C] [D] [E] [F] [G] [H] [J] [K] [L] [M] [N] [O] [P] [Q]
[S] Certificates on the applicable Distribution Date pursuant to the Agreement.
All distributions made under the Agreement on this Certificate will be made by
the Trustee by wire transfer of immediately available funds to the account of
the Person entitled thereto at a bank or other entity having appropriate
facilities therefor, if such Certificateholder shall have provided the Trustee
with wiring instructions no later than the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions), or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. Notwithstanding the
foregoing, the final distribution on this Certificate (determined without regard
to any possible future reimbursement of any portion of a Realized Loss in
respect of this Certificate) will be made in like manner, but only upon
presentation and surrender of this Certificate at the offices of the Certificate
Registrar or such other location specified in the notice to the Holder hereof of
such final distribution.

        The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account or any Mortgage Loan Combination Custodial
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

        Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

        This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

        No transfer, sale, pledge or other disposition of this Certificate or
any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except under limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Trustee to the effect that
such transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust or of the Depositor, the
Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar
in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

        If this Certificate constitutes a Rule 144A Global Certificate and a
transfer of any interest in this Certificate is to be made without registration
under the Securities Act, then (except under limited circumstances specified in
the Agreement) the Certificate Owner desiring to effect such transfer shall be
required to obtain either (i) a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached as Exhibit F-2C to the
Agreement, or (ii) an Opinion of Counsel to the effect that such prospective
Transferee is a Qualified Institutional Buyer and such transfer may be made
without registration under the Securities Act. Except as discussed below, if
this Certificate constitutes a Rule 144A Global Certificate, then interests
herein shall not be transferred to any Person other than a Qualified
Institutional Buyer that takes delivery other than in the form of an interest in
this Rule 144A Global Certificate.

        Notwithstanding the preceding paragraph, if this Certificate constitutes
a Rule 144A Global Certificate, then interests herein may be transferred
(without delivery of any certificate or Opinion of Counsel described in the
preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate of the same Class as
this Rule 144A Global Certificate upon delivery to the Certificate Registrar of
(x) a certificate from the Certificate Owner desiring to effect such transfer
substantially in the form attached as Exhibit F-1D to the Agreement and a
certificate from such Certificate Owner's prospective Transferee substantially
in the form attached as Exhibit F-2D to the Agreement and (y) such written
orders and instructions as are required under the applicable procedures of DTC,
Clearstream and/or Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in this Rule 144A Global
Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in such Class to be transferred.
Upon delivery to the Certificate Registrar of such certifications and such
orders and instructions, the Trustee, subject to and in accordance with the
applicable procedures of DTC, shall reduce the denomination of this Rule 144A
Global Certificate, and increase the denomination of the related Regulation S
Global Certificate, by the denomination of the beneficial interest in the
subject Class specified in such orders and instructions.

        Except as discussed below, if this Certificate constitutes a Regulation
S Global Certificate, then beneficial interests in this Certificate shall not be
transferred to any Person other than a non-United States Securities Person that
takes delivery in the form of an interest in this Certificate, and the
Certificate Owner desiring to effect such transfer shall be required to obtain
from such Certificate Owner's prospective Transferee a certification
substantially in the form attached as Exhibit F-2D to the Agreement. On or prior
to the Release Date, beneficial interests in any Regulation S Global Certificate
may be held only through Euroclear or Clearstream. After the Release Date,
beneficial interests in any Regulation S Global Certificate may be held through
Euroclear, Clearstream or any other direct account holder at DTC.

        Notwithstanding the preceding paragraph, if this Certificate constitutes
a Regulation S Global Certificate, then interests in this Certificate may be
transferred (without delivery of any certificate described in the preceding
paragraph) to any Person who takes delivery in the form of a beneficial interest
in the Rule 144A Global Certificate for the same Class as this Regulation S
Global Certificate upon delivery to the Certificate Registrar and the Trustee of
(i) a certificate from the Certificate Owner desiring to effect such transfer
substantially in the form attached as Exhibit F-1C to the Agreement and a
certificate from such Certificate Owner's prospective Transferee substantially
in the form attached as Exhibit F-2C to the Agreement and (ii) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and/or Euroclear to direct the Trustee to debit the
account of a Depository Participant by a denomination of interests in this
Regulation S Global Certificate, and credit the account of a Depository
Participant by a denomination of interests in the related Rule 144A Global
Certificate, that is equal to the denomination of beneficial interests to be
transferred. Upon delivery to the Trustee of such certifications and such orders
and instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of this Regulation S
Global Certificate, and increase the denomination of the related Rule 144A
Global Certificate, by the denomination of the beneficial interest in the
subject Class specified in such orders and instructions.

        Notwithstanding the foregoing, any interest in a Global Certificate may
be transferred by any Certificate Owner holding such interest to any Person who
takes delivery in the form of a Definitive Certificate of the same Class as such
Global Certificate upon delivery to the Certificate Registrar and the Trustee of
(i) such certifications and/or opinions as are contemplated above with respect
to transfers of this Certificate in definitive form and (ii) such written orders
and instructions as are required under the applicable procedures of the
Depository, Clearstream and/or Euroclear to direct the Trustee to debit the
account of a Depository Participant by a denomination of interests in such
Global Certificate. Upon delivery to the Certificate Registrar of the
certifications and/or opinions contemplated above with respect to transfers of
this Certificate in definitive form, the Trustee, subject to and in accordance
with the applicable procedures of the Depository, shall reduce the denomination
of the subject Global Certificate, and cause a Definitive Certificate of the
same Class as such Global Certificate, and in a denomination equal to the
reduction in the denomination of such Global Certificate, to be executed,
authenticated and delivered in accordance with this Agreement to the applicable
Transferee.

        The Global Certificates shall be deposited with the Trustee as custodian
for DTC and registered in the name of Cede & Co. as nominee of DTC.

        None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class [A-M] [A-J] [B] [C] [D] [E] [F] [G]
[H] [J] [K] [L] [M] [N] [O] [P] [Q] [S] Certificates under the Securities Act or
any other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of this Certificate or any interest herein
without registration or qualification. Any Certificateholder or Certificate
Owner desiring to effect a transfer of this Certificate or any interest herein
shall, and does hereby agree to, indemnify the Depositor, Credit Suisse
Securities (USA) LLC, Morgan Stanley & Co. Incorporated, the Trustee, the Master
Servicer, the Special Servicer, and the Certificate Registrar against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws or the provisions described in the
preceding paragraphs.

        If a Person is acquiring this Certificate as a fiduciary or agent for
one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee to confirm that, it has
(i) sole investment discretion with respect to each such account and (ii) full
power to make the acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account described above in this
Certificate.

        As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

        No service charge will be imposed for any registration of transfer or
exchange of this Certificate, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of this Certificate.

        Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.

        The Depositor, the Master Servicer the Special Servicer, the Trustee,
the Certificate Registrar and any agent of the Depositor, the Master Servicer,
the Special Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

        Subject to certain terms and conditions set forth in the Agreement, the
Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund and (ii) the purchase by any
single Controlling Class Certificateholder or group of Controlling Class
Certificateholders with a majority interest in the Controlling Class, the Master
Servicer or the Special Servicer, at a price determined as provided in the
Agreement, of all the Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require any single Controlling
Class Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class, the Master Servicer or the Special
Servicer to purchase from the Trust Fund all the Mortgage Loans and each REO
Property remaining therein. The exercise of such right may effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of
either REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

        Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

        The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

        This Certificate shall be 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, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.






        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                          WELLS FARGO BANK, N.A.
                                          as Trustee



                                          By: __________________________________
                                              Authorized Representative


                          CERTIFICATE OF AUTHENTICATION

        This is one of the Class [A-M] [A-J] [B] [C] [D] [E] [F] [G] [H] [J] [K]
[L] [M] [N] [O] [P] [Q] [S] Certificates referred to in the within-mentioned
Agreement.

Dated: April ____, 2008

                                          WELLS FARGO BANK, N.A.
                                          as Certificate Registrar



                                          By: __________________________________
                                              Authorized Representative





                                   ASSIGNMENT
                                   ----------

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
        (please print or typewrite name and address including postal
                           zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

        I (we) further direct the Certificate Registrar to issue a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                          ______________________________________
                                          Signature by or on behalf of Assignor


                                          ______________________________________
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

        The Assignee should include the following for purposes of distribution:

        Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
for the account of ____________________________________________________________.

        Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _______________________________________.

        This information is provided by _______________________________________,
the Assignee named above, or __________________________________________________,
as its agent.




                                   EXHIBIT A-4

                        FORM OF CLASS A-2FL CERTIFICATES

                                   CLASS A-2FL
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2008-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Pass-Through Rate: Variable               Class Principal Balance of the Class
                                          A-2FL Certificates as of the Closing
                                          Date: $_________________
Closing Date: April 18, 2008
                                          Initial Certificate Principal Balance
                                          of this Certificate as of the Closing
First Distribution Date: May 16, 2008     Date: $_________________

                                          Aggregate Stated Principal Balance of
Master Servicer:                          the Mortgage Loans as of the Cut-Off
KeyCorp Real Estate Capital Markets,      Date ("Initial Pool Balance"):
Inc.                                      $887,206,601

Special Servicer:                         Trustee:
Midland Loan Services, Inc.               Wells Fargo Bank, N.A.

Certificate No. A-2FL-___                 CUSIP No.: _____________
                                          Common Code: _____________
                                          ISIN No.: _____________





UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR (B) ANY PERSON WHO
IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WELLS FARGO BANK, N.A., KEYCORP
REAL ESTATE CAPITAL MARKETS, INC., MIDLAND LOAN SERVICES, INC. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING
MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
(A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
OF THE CODE AND A SWAP CONTRACT, AND CONSTITUTES AN INTEREST IN A GRANTOR TRUST.

THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

[FOR REGULATION S GLOBAL CERTIFICATES: PRIOR TO THE DATE THAT IS 40 DAYS AFTER
THE LATER OF (A) THE COMMENCEMENT OF THE OFFERING TO PERSONS OTHER THAN
DISTRIBUTORS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND (B) THE DATE OF CLOSING OF THE OFFERING, THIS CERTIFICATE MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A
U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.]

        This certifies that CEDE & CO. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the principal
amount of this Certificate (its "Certificate Principal Balance") as of the
Closing Date by the aggregate principal amount of all the Class A-2FL
Certificates (their "Class Principal Balance") as of the Closing Date) in that
certain beneficial ownership interest in the Trust Fund evidenced by all the
Class A-2FL Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of April 1, 2008
(the "Agreement"), among Credit Suisse First Boston Mortgage Securities Corp.,
as depositor (the "Depositor," which term includes any successor entity under
the Agreement), KeyCorp Real Estate Capital Markets, Inc., as master servicer
(in such capacity, the "Master Servicer," which term includes any successor
entity under the Agreement), Midland Loan Services, Inc., as special servicer
(in such capacity, the "Special Servicer," which term includes any successor
entity under the Agreement), and Wells Fargo Bank, N.A., as trustee (the
"Trustee," which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein have the
respective meanings assigned thereto in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.

        Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class A-2FL Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Trustee by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no later than the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any portion
of a Realized Loss in respect of this Certificate) will be made in like manner,
but only upon presentation and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to the
Holder hereof of such final distribution.

        The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account or any Mortgage Loan Combination Custodial
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

        Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

        This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

        No transfer, sale, pledge or other disposition of this Certificate or
any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except under limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Trustee to the effect that
such transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust or of the Depositor, the
Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar
in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

        If this Certificate constitutes a Rule 144A Global Certificate and a
transfer of any interest in this Certificate is to be made without registration
under the Securities Act, then (except under limited circumstances specified in
the Agreement) the Certificate Owner desiring to effect such transfer shall be
required to obtain either (i) a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached as Exhibit F-2C to the
Agreement, or (ii) an Opinion of Counsel to the effect that such prospective
Transferee is a Qualified Institutional Buyer and such transfer may be made
without registration under the Securities Act. Except as discussed below, if
this Certificate constitutes a Rule 144A Global Certificate, then interests
herein shall not be transferred to any Person other than a Qualified
Institutional Buyer that takes delivery other than in the form of an interest in
this Rule 144A Global Certificate.

        Notwithstanding the preceding paragraph, if this Certificate constitutes
a Rule 144A Global Certificate, then interests herein may be transferred
(without delivery of any certificate or Opinion of Counsel described in the
preceding paragraph) to any Person who takes delivery in the form of a
beneficial interest in the Regulation S Global Certificate of the same Class as
this Rule 144A Global Certificate upon delivery to the Certificate Registrar of
(x) a certificate from the Certificate Owner desiring to effect such transfer
substantially in the form attached as Exhibit F-1D to the Agreement and a
certificate from such Certificate Owner's prospective Transferee substantially
in the form attached as Exhibit F-2D to the Agreement and (y) such written
orders and instructions as are required under the applicable procedures of DTC,
Clearstream and/or Euroclear to direct the Trustee to debit the account of a
Depository Participant by a denomination of interests in this Rule 144A Global
Certificate, and credit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, that is equal
to the denomination of beneficial interests in such Class to be transferred.
Upon delivery to the Certificate Registrar of such certifications and such
orders and instructions, the Trustee, subject to and in accordance with the
applicable procedures of DTC, shall reduce the denomination of this Rule 144A
Global Certificate, and increase the denomination of the related Regulation S
Global Certificate, by the denomination of the beneficial interest in the
subject Class specified in such orders and instructions.

        Except as discussed below, if this Certificate constitutes a Regulation
S Global Certificate, then beneficial interests in this Certificate shall not be
transferred to any Person other than a non-United States Securities Person that
takes delivery in the form of an interest in this Certificate, and the
Certificate Owner desiring to effect such transfer shall be required to obtain
from such Certificate Owner's prospective Transferee a certification
substantially in the form attached as Exhibit F-2D to the Agreement. On or prior
to the Release Date, beneficial interests in any Regulation S Global Certificate
may be held only through Euroclear or Clearstream. After the Release Date,
beneficial interests in any Regulation S Global Certificate may be held through
Euroclear, Clearstream or any other direct account holder at DTC.

        Notwithstanding the preceding paragraph, if this Certificate constitutes
a Regulation S Global Certificate, then interests in this Certificate may be
transferred (without delivery of any certificate described in the preceding
paragraph) to any Person who takes delivery in the form of a beneficial interest
in the Rule 144A Global Certificate for the same Class as this Regulation S
Global Certificate upon delivery to the Certificate Registrar and the Trustee of
(i) a certificate from the Certificate Owner desiring to effect such transfer
substantially in the form attached as Exhibit F-1C to the Agreement and a
certificate from such Certificate Owner's prospective Transferee substantially
in the form attached as Exhibit F-2C to the Agreement and (ii) such written
orders and instructions as are required under the applicable procedures of the
Depository, Clearstream and/or Euroclear to direct the Trustee to debit the
account of a Depository Participant by a denomination of interests in this
Regulation S Global Certificate, and credit the account of a Depository
Participant by a denomination of interests in the related Rule 144A Global
Certificate, that is equal to the denomination of beneficial interests to be
transferred. Upon delivery to the Trustee of such certifications and such orders
and instructions, the Trustee, subject to and in accordance with the applicable
procedures of the Depository, shall reduce the denomination of this Regulation S
Global Certificate, and increase the denomination of the related Rule 144A
Global Certificate, by the denomination of the beneficial interest in the
subject Class specified in such orders and instructions.

        Notwithstanding the foregoing, any interest in a Global Certificate may
be transferred by any Certificate Owner holding such interest to any Person who
takes delivery in the form of a Definitive Certificate of the same Class as such
Global Certificate upon delivery to the Certificate Registrar and the Trustee of
(i) such certifications and/or opinions as are contemplated above with respect
to transfers of this Certificate in definitive form and (ii) such written orders
and instructions as are required under the applicable procedures of the
Depository, Clearstream and/or Euroclear to direct the Trustee to debit the
account of a Depository Participant by a denomination of interests in such
Global Certificate. Upon delivery to the Certificate Registrar of the
certifications and/or opinions contemplated above with respect to transfers of
this Certificate in definitive form, the Trustee, subject to and in accordance
with the applicable procedures of the Depository, shall reduce the denomination
of the subject Global Certificate, and cause a Definitive Certificate of the
same Class as such Global Certificate, and in a denomination equal to the
reduction in the denomination of such Global Certificate, to be executed,
authenticated and delivered in accordance with this Agreement to the applicable
Transferee.

        The Global Certificates shall be deposited with the Trustee as custodian
for DTC and registered in the name of Cede & Co. as nominee of DTC.

        None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify the Class A-2FL Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of this Certificate or any
interest herein without registration or qualification. Any Certificateholder or
Certificate Owner desiring to effect a transfer of this Certificate or any
interest herein shall, and does hereby agree to, indemnify the Depositor, Credit
Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated, the Trustee, the
Master Servicer, the Special Servicer, and the Certificate Registrar against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws or the provisions described in the
preceding paragraphs.

        If a Person is acquiring this Certificate as a fiduciary or agent for
one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee to confirm that, it has
(i) sole investment discretion with respect to each such account and (ii) full
power to make the acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account described above in this
Certificate.

        As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

        No service charge will be imposed for any registration of transfer or
exchange of this Certificate, but the Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Certificate.

        Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC, and accordingly, this
Certificate shall constitute a Book-Entry Certificate.

        The Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agent of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

        Subject to certain terms and conditions set forth in the Agreement, the
Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund and (ii) the purchase by any
single Controlling Class Certificateholder or group of Controlling Class
Certificateholders with a majority interest in the Controlling Class, the Master
Servicer or the Special Servicer, at a price determined as provided in the
Agreement, of all the Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require any single Controlling
Class Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class, the Master Servicer or the Special
Servicer to purchase from the Trust Fund all the Mortgage Loans and each REO
Property remaining therein. The exercise of such right may effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment subject to certain third party beneficiary consent rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of
either REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

        Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

        The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

        This Certificate shall be 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, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.





        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                          WELLS FARGO BANK, N.A.
                                          as Trustee



                                          By: __________________________________
                                              Authorized Representative


                          CERTIFICATE OF AUTHENTICATION

        This is one of the Class A-2FL Certificates referred to in the
within-mentioned Agreement.

Dated: April ____, 2008

                                          WELLS FARGO BANK, N.A.
                                          as Certificate Registrar



                                          By: __________________________________
                                              Authorized Representative





                                   ASSIGNMENT
                                   ----------

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
        (please print or typewrite name and address including postal
                           zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

        I (we) further direct the Certificate Registrar to issue a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                          ______________________________________
                                          Signature by or on behalf of Assignor


                                          ______________________________________
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

        The Assignee should include the following for purposes of distribution:

        Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

        Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _______________________________________.

        This information is provided by _______________________________________,
the Assignee named above, or __________________________________________________,
as its agent.






                                   EXHIBIT A-5

                          FORM OF CLASS V CERTIFICATES

              CLASS V COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE

                                 SERIES 2008-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Closing Date: April 18, 2008              Percentage Interest evidenced by this
                                          Class V Certificate: ______%
First Distribution Date: May 16, 2008

Master Servicer:                          Aggregate Stated Principal Balance of
KeyCorp Real Estate Capital Markets,      the Mortgage Loans as of the Cut-Off
Inc.                                      Date ("Initial Pool Balance"):
                                          $887,206,601

Special Servicer:                         Trustee:
Midland Loan Services, Inc.               Wells Fargo Bank, N.A.

Certificate No. V-[__]                    CUSIP No.: ______________________






THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE") OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR (B) ANY PERSON WHO
IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WELLS FARGO BANK, N.A., KEYCORP
REAL ESTATE CAPITAL MARKETS, INC., MIDLAND LOAN SERVICES, INC. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING
MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF ANY)
RECEIVED IN RESPECT OF THE ARD TRUST MORTGAGE LOANS, SUBJECT TO THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

        This certifies that [__________________] is the registered owner of the
Percentage Interest evidenced by this Certificate (as specified above) in that
certain beneficial ownership interest in the Trust Fund evidenced by all the
Class V Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of April 1, 2008
(the "Agreement"), among Credit Suisse First Boston Mortgage Securities Corp. as
depositor (the "Depositor," which term includes any successor entity under the
Agreement), KeyCorp Real Estate Capital Markets, Inc., as master servicer (in
such capacity, the "Master Servicer," which term includes any successor entity
under the Agreement), Midland Loan Services, Inc., as special servicer (in such
capacity, the "Special Servicer," which term includes any successor entity under
the Agreement), and Wells Fargo Bank, N.A., as trustee (the "Trustee," which
term includes any successor entity under the Agreement), a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, capitalized terms used herein have the respective meanings
assigned thereto in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.

        Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class V Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Trustee by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no later than the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

        The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account or any Mortgage Loan Combination Custodial
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

        This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

        No transfer, sale, pledge or other disposition of this Certificate or
any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except under the limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Trustee to the effect that
such transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust or of the Depositor, the
Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar
in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. Any Certificateholder desiring to effect a transfer, sale, pledge or
other disposition of this Certificate or any interest herein shall, and does
hereby agree to, indemnify the Depositor, Credit Suisse Securities (USA) LLC,
Morgan Stanley & Co. Incorporated, the Trustee, the Master Servicer, the Special
Servicer, and the Certificate Registrar against any liability that may result if
such transfer, sale, pledge or other disposition is not exempt from the
registration and/or qualification requirements of the Securities Act and any
applicable state securities laws or is not made in accordance with such federal
and state laws.

        If a Person is acquiring this Certificate as a fiduciary or agent for
one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee to confirm that, it has
(i) sole investment discretion with respect to each such account and (ii) full
power to make the acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account described above in this
Certificate.

        As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

        No service charge will be imposed for any registration of transfer or
exchange of this Certificate, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of this Certificate.

        The Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agent of the Depositor, the Master Servicer,
the Special Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

        Subject to certain terms and conditions set forth in the Agreement, the
Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund and (ii) the purchase by any
single Controlling Class Certificateholder or group of Controlling Class
Certificateholders with a majority interest in the Controlling Class, the Master
Servicer or the Special Servicer, at a price determined as provided in the
Agreement, of all the Certificates for all the Mortgage Loans and each REO
Property remaining in the Trust Fund. The Agreement permits, but does not
require any single Controlling Class Certificateholder or group of Controlling
Class Certificateholders with a majority interest in the Controlling Class, the
Master Servicer or the Special Servicer to purchase from the Trust Fund all the
Mortgage Loans and each REO Property remaining therein. The exercise of such
right may effect early retirement of the Certificates; however, such right to
purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1.0% of the Initial Pool Balance.

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of
either REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

        Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

        The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

        This Certificate shall be 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, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.






        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                          WELLS FARGO BANK, N.A.
                                          as Trustee



                                          By: __________________________________
                                              Authorized Representative


                          CERTIFICATE OF AUTHENTICATION

        This is one of the Class V Certificates referred to in the
within-mentioned Agreement.

Dated: April ____, 2008

                                          WELLS FARGO BANK, N.A.
                                          as Certificate Registrar



                                          By: __________________________________
                                              Authorized Representative





                                   ASSIGNMENT
                                   ----------

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
        (please print or typewrite name and address including postal
                           zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

        I (we) further direct the Certificate Registrar to issue a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                          ______________________________________
                                          Signature by or on behalf of Assignor


                                          ______________________________________
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

        The Assignee should include the following for purposes of distribution:

        Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

        Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _______________________________________.

        This information is provided by _______________________________________,
the Assignee named above, or __________________________________________________,
as its agent.





                                   EXHIBIT A-6

                    FORM OF CLASS R AND CLASS LR CERTIFICATES

          CLASS [R] [LR] COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                                 SERIES 2008-C1

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Closing Date: April 18, 2008              Percentage Interest evidenced by this
                                          Class [R] [LR] Certificate: _________%
First Distribution Date: May 16, 2008

Master Servicer:                          Aggregate Stated Principal Balance of
KeyCorp Real Estate Capital Markets,      the Mortgage Loans as of the Cut-Off
Inc.                                      Date ("Initial Pool Balance"):
                                          $887,206,601

Special Servicer:                         Trustee:
Midland Loan Services, Inc.               Wells Fargo Bank, N.A.

Certificate No. [R] [LR]-[__]             CUSIP No.: __________________






THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY
INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE TO (A) ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE") OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR (B) ANY PERSON WHO
IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON
BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., WELLS FARGO BANK, N.A., KEYCORP
REAL ESTATE CAPITAL MARKETS, INC., MIDLAND LOAN SERVICES, INC. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR ANY OF THE UNDERLYING
MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE
SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES
OWNERSHIP OF THE SOLE "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT" (A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE CODE. CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT
TO THE ADDITIONAL TAX RELATED TRANSFER RESTRICTIONS DESCRIBED HEREIN. IF ANY
PERSON BECOMES THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH
TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE
OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS, IF ANY, ON THIS CERTIFICATE.

        This certifies that [__________] is the registered owner of the
Percentage Interest evidenced by this Certificate (as specified above) in that
certain beneficial ownership interest in the Trust Fund evidenced by all the
Class [R] [LR] Certificates. The Trust Fund was created and the Certificates
were issued pursuant to a Pooling and Servicing Agreement, dated as of April 1,
2008 (the "Agreement"), among Credit Suisse First Boston Mortgage Securities
Corp., as depositor (the "Depositor," which term includes any successor entity
under the Agreement), KeyCorp Real Estate Capital Markets, Inc., as master
servicer (in such capacity, the "Master Servicer," which term includes any
successor entity under the Agreement), Midland Loan Services, Inc., as special
servicer (in such capacity, the "Special Servicer," which term includes any
successor entity under the Agreement), and Wells Fargo Bank, N.A., as trustee
(the "Trustee," which term includes any successor entity under the Agreement), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, capitalized terms used herein have the
respective meanings assigned thereto in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.

        Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the fourth Business Day following the
Determination Date in such month, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"), in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to all the Holders of the
Class [R] [LR] Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on this Certificate will
be made by the Trustee by wire transfer of immediately available funds to the
account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no later than the related Record Date
(which wiring instructions may be in the form of a standing order applicable to
all subsequent distributions), or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register.
Notwithstanding the foregoing, the final distribution on this Certificate will
be made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

        The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Account
and, if established, the REO Account or any Mortgage Loan Combination Custodial
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

        This Certificate is issuable in fully registered form only without
coupons. As provided in the Agreement and subject to certain limitations therein
set forth, this Certificate is exchangeable for new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

        No transfer, sale, pledge or other disposition of this Certificate or
any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable state securities laws, or is otherwise
made in accordance with the Securities Act and such state securities laws. If a
transfer of this Certificate is to be made without registration under the
Securities Act, then (except under the limited circumstances specified in the
Agreement) the Certificate Registrar shall refuse to register such transfer
unless it receives (and, upon receipt, may conclusively rely upon) either: (i) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1A to the Agreement; or (ii) a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit F-1B to the Agreement and a
certificate from such Certificateholder's prospective Transferee substantially
in the form attached either as Exhibit F-2A or as Exhibit F-2B to the Agreement;
or (iii) an Opinion of Counsel satisfactory to the Trustee to the effect that
such transfer may be made without registration under the Securities Act (which
Opinion of Counsel shall not be an expense of the Trust or of the Depositor, the
Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar
in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based. Any Certificateholder desiring to effect a transfer, sale, pledge or
other disposition of this Certificate or any interest herein shall, and does
hereby agree to, indemnify the Depositor, Credit Suisse Securities (USA) LLC,
Morgan Stanley & Co. Incorporated, the Trustee, the Master Servicer, the Special
Servicer, and the Certificate Registrar against any liability that may result if
such transfer, sale, pledge or other disposition is not exempt from the
registration and/or qualification requirements of the Securities Act and any
applicable state securities laws or is not made in accordance with such federal
and state laws.

        Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by its acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee (i) to deliver payments to a Person other
than such Person and (ii) to negotiate the terms of any mandatory disposition,
to execute all instruments of Transfer and to do all other things necessary in
connection with any such disposition. Each Person holding or acquiring any
Ownership Interest in this Certificate must be a Permitted Transferee and shall
promptly notify the Trustee of any change or impending change in its status as a
Permitted Transferee. In connection with any proposed Transfer of any Ownership
Interest in this Certificate, the Certificate Registrar shall require delivery
to it, and shall not register the Transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit H-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, representing and warranting, among other things, that such
Transferee is a Permitted Transferee, that it is not acquiring its Ownership
Interest in this Certificate as a nominee, trustee or agent for any Person that
is not a Permitted Transferee, that for so long as it retains its Ownership
Interest in this Certificate, it will endeavor to remain a Permitted Transferee,
and that it has reviewed the provisions of Section 5.02(d) of the Agreement and
agrees to be bound by them. Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed Transferee, if a Responsible Officer of either the
Certificate Registrar or Trustee has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
in this Certificate to such proposed Transferee shall be effected. In connection
therewith, the Certificate Registrar shall not register the transfer of an
Ownership Interest in this Certificate to any entity classified as a partnership
under the Code unless at the time of transfer, all of its beneficial owners are
United States Persons.

        Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
herein and (y) not to transfer its Ownership Interest herein unless it provides
to the Certificate Registrar a certificate substantially in the form attached as
Exhibit H-2 to the Agreement stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee. Each Person
holding or acquiring an Ownership Interest in this Certificate, by purchasing
such Ownership Interest herein, agrees to give the Trustee written notice that
it is a "pass-through interest holder" within the meaning of temporary Treasury
regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring such Ownership
Interest, if it is, or is holding such Ownership Interest on behalf of, a
"pass-through interest holder."

        The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Trustee the following: (a) written confirmation from each Rating Agency to the
effect that the modification of, addition to or elimination of such provisions
will not result in an Adverse Rating Event with respect to any Class of Rated
Certificates; and (b) an Opinion of Counsel, in form and substance satisfactory
to the Trustee, to the effect that such modification of, addition to or
elimination of such provisions will not cause either REMIC Pool to cease to
qualify as a REMIC or be subject to an entity-level tax caused by the Transfer
of a Class [R] [LR] Certificate to a Person that is not a Permitted Transferee,
or cause a Person other than the prospective Transferee to be subject to a
REMIC-related tax caused by the Transfer of a Class [R] [LR] Certificate to a
Person that is not a Permitted Transferee.

        A "Permitted Transferee" is any Transferee other than a Disqualified
Organization, a Non-United States Tax Person or a foreign permanent
establishment or fixed base (each within the meaning of the applicable income
tax treaty) of a United States Tax Person (as defined below) provided, however,
that, if such Transferee is classified as a partnership under the Code, such
Transferee can only be a Permitted Transferee if, among other things, all of its
direct or indirect (except through a U.S. corporation) beneficial owners are
United States Tax Persons and the governing documents of the Transferee prohibit
a transfer of any interest in the Transferee to any Non-United States Tax
Person.

        A "Disqualified Organization" is any of (i) the United States, any State
or political subdivision thereof, any possession of the United States or any
agency or instrumentality of any of the foregoing (other than an instrumentality
that is a corporation if all of its activities are subject to tax and, except
for FHLMC, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, international organization or any
agency or instrumentality of any of the foregoing, (iii) any organization (other
than certain farmers' cooperatives described in Section 521 of the Code) that is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code and (v) any other Person so designated by the Master Servicer or the
Trustee based upon an Opinion of Counsel provided to the Trustee (which shall
not be an expense of the Trustee) to the effect that the holding of an Ownership
Interest in a Residual Certificate by such Person may cause either REMIC Pool to
qualify as a REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Residual Certificate to such Person. The terms
"United States," "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.

        A "Non-United States Tax Person" is any Person other than a United
States Tax Person. A "United States Tax Person" is a citizen or resident of the
United States, a corporation, partnership (except to the extent provided in
applicable Treasury regulations), or other entity (including any entity treated
as a corporation or partnership for federal income tax purposes) created or
organized in, or under the laws of, the United States, any State or the District
of Columbia, or an estate whose income is includible in gross income for United
States federal income tax purposes regardless of its source, or a trust if a
court within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States Tax Persons have the
authority to control all substantial decisions of the trust, all within the
meaning of Section 7701(a)(30) of the Code (including certain trusts in
existence on August 20, 1996 that are eligible to be treated as United States
Tax Persons).

        If a Person is acquiring this Certificate as a fiduciary or agent for
one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Trustee to confirm that, it has
(i) sole investment discretion with respect to each such account and (ii) full
power to make the acknowledgments, representations, warranties, certifications
and/or agreements with respect to each such account described above in this
Certificate.

        As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

        No service charge will be imposed for any registration of transfer or
exchange of this Certificate, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of this Certificate.

        The Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar and any agent of the Depositor, the Master Servicer,
the Special Servicer, the Trustee, or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Registrar or any such agent shall be affected by
notice to the contrary.

        Subject to certain terms and conditions set forth in the Agreement, the
Trust Fund and the obligations created by the Agreement shall terminate upon
distribution (or provision for distribution) to the Certificateholders of all
amounts held by or on behalf of the Trustee and required to be distributed to
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in the Trust Fund and (ii) the purchase by any
single Controlling Class Certificateholder or group of Controlling Class
Certificateholders with a majority interest in the Controlling Class, the Master
Servicer or the Special Servicer, at a price determined as provided in the
Agreement, of all the Mortgage Loans and each REO Property remaining in the
Trust Fund. The Agreement permits, but does not require any single Controlling
Class Certificateholder or group of Controlling Class Certificateholders with a
majority interest in the Controlling Class, the Master Servicer or the Special
Servicer to purchase from the Trust Fund all the Mortgage Loans and each REO
Property remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1.0% of the Initial Pool Balance.

        The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Special Servicer and the Trustee with the
consent of the Holders of Certificates entitled to not less than 51% of the
Voting Rights allocated to all of the Classes materially affected by the
amendment (subject to certain third-party beneficiary consent rights). Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of
either REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

        Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

        The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

        This Certificate shall be 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, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.






        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                          WELLS FARGO BANK, N.A.
                                          as Trustee



                                          By: __________________________________
                                              Authorized Representative


                          CERTIFICATE OF AUTHENTICATION

        This is one of the Class [R] [LR] Certificates referred to in the
within-mentioned Agreement.

Dated: April ____, 2008

                                          WELLS FARGO BANK, N.A.
                                          as Certificate Registrar



                                          By: __________________________________
                                              Authorized Representative





                                   ASSIGNMENT
                                   ----------

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
        (please print or typewrite name and address including postal
                           zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

        I (we) further direct the Certificate Registrar to issue a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                          ______________________________________
                                          Signature by or on behalf of Assignor


                                          ______________________________________
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

        The Assignee should include the following for purposes of distribution:

        Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

        Distributions made by check (such check to be made payable to
___________________________) and all applicable statements and notices should be
mailed to _______________________________________.

        This information is provided by _______________________________________,
the Assignee named above, or __________________________________________________,
as its agent.






                                   EXHIBIT B-1

                     SCHEDULE OF COLUMN TRUST MORTGAGE LOANS

                                 [see attached]


Commercial Mortgage Pass-Through Certificates Series 2008-C1
Exhibit B-1






 #                Property Name                                 Address
- ----   -----------------------------------   ---------------------------------------------
                                       
1      Waikiki Beach Walk Retail             226 and 227 Lewers Street
2      450 Lexington Avenue                  450 Lexington Avenue
3      1100 Executive Tower                  1100 West Town and Country Road
4      Killeen Mall                          2100 South W.S. Young Drive
5      McHugh Marriott Hilton Portfolio
5.1    Hampton Inn Mt. Vernon                221 Potomac Boulevard
5.2    Courtyard Inn Southport Crossing      4650 Southport Crossings Drive
5.3    Hampton Inn Joplin                    3107 East 36th Street
5.4    Hilton Garden Inn Joplin              2644 East 32nd Street
5.5    Hampton Inn Marion                    2710 West Deyoung Street
5.6    Hampton Inn Anderson                  2312 Hampton Drive
5.7    Fairfield Inn Indianapolis            4504 Southport Crossings Drive
5.8    Fairfield Inn Collinsville            4 Gateway Drive
5.9    Fairfield Inn Joplin                  3301 South Range Line Road
7      Charlotte Multifamily Portfolio
7.1    Sharon Pointe                         5626 Sharon Pointe Road
7.2    Wexford                               1811 Wexford Meadows Lane
7.3    Waters Edge                           100 Waterview Drive
7.4    Highland Ridge                        2452 Bellemeade Street
7.5    Marion Ridge                          1829 East Marion Street
9      Lakeside Apartments (Phase II)        200 Lake Club Court
10     Radisson Hotel Dallas North           1981 North Central Expressway
12     Holiday Inn Dallas North              1655 North Central Expressway
13     Harvard Market                        1401 Broadway Avenue
15     Stones Crossing                       1364 Riverview Road
16     Grand Eagle                           50 Glenwood Road
19     Arbors of Olmsted                     27380 Cook Road
20     Holiday Inn Express Brooksville       14112 Cortez Boulevard
21     Hampton Inn Spring Hill               1344 Commercial Way
24     Hampton Inn - Erie                    8050 Oliver Road
25     Henderson Commons                     2720, 2906, 2912, 2920, 3010 Henderson Avenue
27     Stoney Run Apartments                 617 and 635 Marks Road
33     Pacific Plaza                         2382, 2390, and 2396 Crenshaw Boulevard
34     Barron's Promenade Shopping Center    1850 Scenic Highway
35     Singing River Apartments              3605 Gautier Vancleave Road
36     The Creek at Stone Oak                20322 and 20330 Huebner Road
37     Rochester New York Retail Portfolio
37.1   Bay Center Plaza                      1217 Bay Road
37.2   Northampton Towne Center              3208 Latta Road
39     The Shoppes at Monarch                12701 Miramar Parkway
42     46-01 20th Avenue                     46-01 20th Avenue
43     Holiday Inn Express Petersburg        5679 Boydton Plank Road
44     Uintah Plaza                          1147-1169 West Highway 40
46     ProSouth Office Building              412 South Court Street
47     George Portfolio (2)
47.1   Pixley Retail                         3225 North 5th Street
47.2   Allentown Pike                        8472 Allentown Pike
48     Webster Parc                          975 Ridge Road
49     Waterstone I & II                     34484 & 34572 North US Highway 45
50     Shoppes at Fairlawn                   7335 - 7351 Lee Highway
52     Mission Village Shopping Center       16815-16859 & 16909 Q Street
55     Lake Bonny MHP                        30 Bonisee Circle
56     Peoria Strip Center                   5112 West Peoria Avenue
57     Bennington Greenlane Townhomes        55 Bennington Drive
58     Rugby Apartments                      4 University Circle
59     Bruno's Shopping Center               1510 East Glenn Avenue
60     Cedar Village MHP                     15814 East Colfax Avenue



                                                                    Net                                           Rem.
                                   Zip        Mortgage            Mortgage          Original       Cut-off      Term to
 #           City         State   Code          Rate                Rate            Balance      Balance (1)    Maturity
- ----   ----------------   -----   -----   ----------------    ----------------    ------------   ------------   --------
                                                                                        
 1         Honolulu        HI     96815             5.3870%             5.3644%   $130,310,000   $130,310,000        111
 2         New York        NY     10017       7.0425580645%       7.0199580645%   $110,000,000   $110,000,000         51
 3          Orange         CA     92868   5.40937977653626%   5.38677977653626%    $89,500,000    $89,500,000         49
 4         Killeen         TX     76543             5.8390%             5.8164%    $82,000,000    $82,000,000        111
 5                                                  7.4600%             7.4374%    $51,080,000    $51,003,260        118
5.1      Mount Vernon      IL     62864                                             $7,470,000     $7,458,777
5.2      Indianapolis      IN     46237                                             $7,177,000     $7,166,218
5.3         Joplin         MO     64804                                             $7,010,000     $6,999,468
5.4         Joplin         MO     64804                                             $6,930,000     $6,919,589
5.5         Marion         IL     62959                                             $6,230,000     $6,220,640
5.6        Anderson        IN     46013                                             $6,080,000     $6,070,866
5.7      Indianapolis      IN     46237                                             $3,764,000     $3,758,345
5.8      Collinsville      IL     62234                                             $3,350,000     $3,344,967
5.9         Joplin         MO     64804                                             $3,069,000     $3,064,389
 7                                                  6.0500%             6.0274%    $33,465,000    $33,465,000         50
7.1       Charlotte        NC     28215                                            $10,330,000    $10,330,000
7.2       Charlotte        NC     28262                                             $6,825,000     $6,825,000
7.3        Concord         NC     28027                                             $6,670,000     $6,670,000
7.4       High Point       NC     27263                                             $5,580,000     $5,580,000
7.5         Shelby         NC     28152                                             $4,060,000     $4,060,000
 9     Charlottesville     VA     22902             5.6800%             5.6574%    $19,135,000    $19,135,000        116
10        Richardson       TX     75080             8.2300%             8.2074%    $16,785,000    $16,750,852         58
12        Richardson       TX     75080             6.7500%             6.7274%    $16,000,000    $15,923,181        116
13         Seattle         WA     98122             6.2810%             6.2459%    $12,500,000    $12,500,000        117
15        Rock Hill        SC     29732             6.6100%             6.5874%     $7,037,500     $7,025,003        118
16        Greenville       SC     29615             6.6100%             6.5874%     $4,683,500     $4,675,183        118
19     Olmsted Township    OH     44138             5.8500%             5.8149%     $9,200,000     $9,200,000        118
20       Brooksville       FL     34613             6.5400%             6.5049%     $4,900,000     $4,879,579        115
21       Spring Hill       FL     34606             6.5400%             6.5049%     $4,300,000     $4,282,080        115
24           Erie          PA     16509             6.5700%             6.5474%     $8,550,000     $8,522,402        116
25          Dallas         TX     75206             6.5100%             6.4749%     $7,850,000     $7,817,065        115
27        Brunswick        OH     44212             5.8900%             5.8549%     $7,700,000     $7,700,000        117
33         Torrance        CA     90501             5.6400%             5.6174%     $6,000,000     $6,000,000        115
34        Snellville       GA     30078             7.0950%             7.0724%     $5,489,348     $5,473,715        116
35         Gautier         MS     39553             6.6650%             6.6424%     $5,100,000     $5,068,349        115
36       San Antonio       TX     78258             6.5900%             6.5549%     $4,900,000     $4,900,000        117
37                                                  6.8100%             6.7874%     $4,910,000     $4,898,328        117
37.1       Webster         NY     14580                                             $2,553,200     $2,547,131
37.2        Greece         NY     14612                                             $2,356,800     $2,351,197
39         Miramar         FL     33027             5.7700%             5.7474%     $4,500,000     $4,500,000        115
42         Astoria         NY     11105             6.7350%             6.7124%     $4,000,000     $3,987,579        116
43        Petersburg       VA     23803             6.9100%             6.8749%     $4,000,000     $3,984,670        116
44          Vernal         UT     84078             6.2000%             6.1649%     $4,000,000     $3,964,294        110
46         Florence        AL     35630             5.8800%             5.8174%     $3,600,000     $3,569,345        111
47                                                  6.5850%             6.5624%     $3,257,000     $3,243,562        115
47.1       Reading         PA     19605                                             $1,913,907     $1,906,011
47.2       Blandon         PA     19510                                             $1,343,093     $1,337,551
48         Webster         NY     14580             6.6200%             6.5849%     $3,225,000     $3,225,000        119
49        Third Lake       IL     60030             5.9400%             5.9049%     $2,935,000     $2,935,000        105
50         Radford         VA     24141             6.6100%             6.5874%     $2,670,000     $2,670,000        115
52          Omaha          NE     68135             6.5300%             6.5074%     $2,450,000     $2,439,767        117
55         Lakeland        FL     33801             6.7500%             6.7274%     $1,879,000     $1,879,000        115
56         Glendale        AZ     85302             6.6200%             6.5974%     $1,680,000     $1,673,123        115
57        Rochester        NY     14616             6.7800%             6.7449%     $1,550,000     $1,545,238        116
58     Charlottesville     VA     22903             6.6200%             6.5074%     $1,500,000     $1,500,000        116
59          Auburn         AL     36830             6.3900%             6.3674%     $1,125,000     $1,115,379        110
60          Aurora         CO     80011             6.9100%             6.8874%     $1,000,000       $996,168         79


                                                                         Units/
                               Orig            Rem.                     Sq. Ft./
        Maturity    ARD       Amort.          Amort.        Monthly      Rooms/    Interest Accrual Period
 #        Date      Date       Term            Term         Payment       Pads      (30/360 / Actual/360)
- ----   ----------   ----   -------------   -------------   ----------   --------   -----------------------
                                                              
 1      7/1/2017    N/A    Interest Only   Interest Only     $593,108     88,160         Actual/360
 2     7/11/2012    N/A    Interest Only   Interest Only   $1,844,596    910,473         Actual/360
 3     5/11/2012    N/A    Interest Only   Interest Only     $409,053    372,814         Actual/360
 4     7/11/2017    N/A    Interest Only   Interest Only     $404,540    386,759         Actual/360
 5     2/11/2018    N/A              360             358     $355,761        747         Actual/360
5.1                                                                          101
5.2                                                                           83
5.3                                                                           89
5.4                                                                           96
5.5                                                                           89
5.6                                                                           99
5.7                                                                           62
5.8                                                                           64
5.9                                                                           64
 7     6/11/2012    N/A    Interest Only   Interest Only     $171,063        744         Actual/360
7.1                                                                          190
7.2                                                                          142
7.3                                                                          144
7.4                                                                          120
7.5                                                                          148
 9     12/11/2017   N/A              360             360     $110,817        200         Actual/360
10     2/11/2013    N/A              300             298     $132,117        294         Actual/360
12     12/11/2017   N/A              300             296     $110,546        220         Actual/360
13     1/11/2018    N/A              360             360      $77,217     41,290         Actual/360
15     2/11/2018    N/A              360             358      $44,992        160         Actual/360
16     2/11/2018    N/A              360             358      $29,943        152         Actual/360
19     2/11/2018    N/A              360             360      $54,275        120         Actual/360
20     11/11/2017   N/A              360             355      $31,100         67         Actual/360
21     11/11/2017   N/A              360             355      $27,292         72         Actual/360
24     12/11/2017   N/A              360             356      $54,436        101         Actual/360
25     11/11/2017   N/A              360             355      $49,669     29,826         Actual/360
27     1/11/2018    N/A              360             360      $45,622        106         Actual/360
33     11/11/2017   N/A              360             360      $34,596     23,438         Actual/360
34     12/11/2017   N/A              360             356      $36,872     19,870         Actual/360
35     11/11/2017   N/A              300             295      $34,963        134         Actual/360
36     1/11/2018    N/A              360             360      $31,262     23,673         Actual/360
37     1/11/2018    N/A              360             357      $32,042     63,590         Actual/360
37.1                                                                      35,365
37.2                                                                      28,225
39     11/11/2017   N/A              360             360      $26,318     13,466         Actual/360
42     12/11/2017   N/A              360             356      $25,904     25,999         Actual/360
43     12/11/2017   N/A              360             355      $26,371         67         Actual/360
44     6/11/2017    N/A              360             350      $24,499    125,584         Actual/360
46     7/11/2017    N/A              360             351      $21,307     45,520         Actual/360
47     11/11/2017   N/A              360             355      $20,769     24,269         Actual/360
47.1                                                                       5,307
47.2                                                                      18,962
48     3/11/2018    N/A              360             360      $20,639     14,213         Actual/360
49     1/11/2017    N/A              360             360      $17,484     12,900         Actual/360
50     11/11/2017   N/A              360             360      $17,070     17,400         Actual/360
52     1/11/2018    N/A              360             355      $15,534     20,424         Actual/360
55     11/11/2017   N/A              360             360      $12,187        106         Actual/360
56     11/11/2017   N/A              360             355      $10,752      6,939         Actual/360
57     12/11/2017   N/A              360             356      $10,084         24         Actual/360
58     12/11/2017   N/A              360             360       $9,600         10         Actual/360
59     6/11/2017    N/A              360             350       $7,030     10,700         Actual/360
60     11/11/2014   N/A              360             355       $6,593         44         Actual/360




          Primary               Master Servicing Fee            Payment     ARD Trust
 #     Servicing Fee    (Exclusive of Primary Servicing Fee)     Date     Mortgage Loan   Lockout/Defeasance
- ----   -------------    ------------------------------------    -------   -------------   ------------------
                                                                           
 1            0.0100%                                 0.0100%         1        No                Yes
 2            0.0100%                                 0.0100%        11        No                Yes
 3            0.0100%                                 0.0100%        11        No               No (2)
 4            0.0100%                                 0.0100%        11        No                Yes
 5            0.0100%                                 0.0100%        11        No                Yes
5.1
5.2
5.3
5.4
5.5
5.6
5.7
5.8
5.9
 7            0.0100%                                 0.0100%        11        No                Yes
7.1
7.2
7.3
7.4
7.5
 9            0.0100%                                 0.0100%        11        No                Yes
10            0.0100%                                 0.0100%        11        No                Yes
12            0.0100%                                 0.0100%        11        No                Yes
13            0.0225%                                 0.0100%        11        No                Yes
15            0.0100%                                 0.0100%        11        No                Yes
16            0.0100%                                 0.0100%        11        No                Yes
19            0.0225%                                 0.0100%        11        No                Yes
20            0.0225%                                 0.0100%        11        No                Yes
21            0.0225%                                 0.0100%        11        No                Yes
24            0.0100%                                 0.0100%        11        No                Yes
25            0.0225%                                 0.0100%        11        No                Yes
27            0.0225%                                 0.0100%        11        No                Yes
33            0.0100%                                 0.0100%        11        No                Yes
34            0.0100%                                 0.0100%        11        No                Yes
35            0.0100%                                 0.0100%        11        No                Yes
36            0.0225%                                 0.0100%        11        No                 No
37            0.0100%                                 0.0100%        11        No                Yes
37.1
37.2
39            0.0100%                                 0.0100%        11        No                Yes
42            0.0100%                                 0.0100%        11        No                Yes
43            0.0225%                                 0.0100%        11        No                Yes
44            0.0225%                                 0.0100%        11        No                Yes
46            0.0500%                                 0.0100%        11        No                Yes
47            0.0100%                                 0.0100%        11        No                Yes
47.1
47.2
48            0.0225%                                 0.0100%        11        No                 No
49            0.0225%                                 0.0100%        11        No                Yes
50            0.0100%                                 0.0100%        11        No                Yes
52            0.0100%                                 0.0100%        11        No                Yes
55            0.0100%                                 0.0100%        11        No                Yes
56            0.0100%                                 0.0100%        11        No                Yes
57            0.0225%                                 0.0100%        11        No                Yes
58            0.1000%                                 0.0100%        11        No                Yes
59            0.0100%                                 0.0100%        11        No                 No
60            0.0100%                                 0.0100%        11        No                Yes




             Earthquake           Environmental          Ground          Letter of      Loan
 #     Insurance (Yes/No/N/A)   Insurance (Yes/No)   Lease (Yes/No)   Credit (Yes/No)   Group
- ----   ----------------------   ------------------   --------------   ---------------   -----
                                                                         
 1              Yes                     No                 No               No              1
 2              Yes                     No                Yes               No              1
 3              N/A                     No                 No               No              1
 4              Yes                     No                 No               No              1
 5              Yes                     No                 No               No              1
5.1
5.2
5.3
5.4
5.5
5.6
5.7
5.8
5.9
 7              Yes                     No                 No               No              2
7.1                                                                                         2
7.2                                                                                         2
7.3                                                                                         2
7.4                                                                                         2
7.5                                                                                         2
 9              N/A                     No                 No               No              2
10              N/A                     No                 No               No              1
12              N/A                     No                 No               No              1
13              N/A                     No                 No               No              1
15              N/A                     No                 No               No              2
16              N/A                     No                 No               No              2
19              N/A                     No                 No               No              2
20              N/A                     No                 No               No              1
21              N/A                     No                 No               No              1
24              N/A                     No                 No               No              1
25              N/A                     No                 No               No              1
27              N/A                     No                 No               No              2
33              N/A                     No                 No               No              1
34              N/A                     No                 No               No              1
35              Yes                     No                 No               No              2
36              N/A                     No                 No               No              1
37              N/A                     No                 No               No              1
37.1                                                                                        1
37.2                                                                                        1
39              N/A                     No                 No               No              1
42              N/A                     No                 No               No              1
43              N/A                     No                 No               No              1
44              Yes                     No                 No               No              1
46              N/A                     No                 No               No              1
47              N/A                    Yes                 No               No              1
47.1                                                                                        1
47.2                                                                                        1
48              N/A                    Yes                 No               No              1
49              N/A                     No                 No               No              1
50              N/A                     No                 No               No              1
52              N/A                    Yes                 No               No              1
55              N/A                    Yes                 No               No              2
56              N/A                    Yes                 No               No              1
57              N/A                    Yes                 No               No              2
58              N/A                    Yes                 No               No              2
59              N/A                    Yes                 No               No              1
60              N/A                    Yes                 No               No              2





 #          Loan Seller
- ----   ----------------------
    
 1     Column Financial, Inc.
 2     Column Financial, Inc.
 3     Column Financial, Inc.
 4     Column Financial, Inc.
 5     Column Financial, Inc.
5.1
5.2
5.3
5.4
5.5
5.6
5.7
5.8
5.9
 7     Column Financial, Inc.
7.1
7.2
7.3
7.4
7.5
 9     Column Financial, Inc.
10     Column Financial, Inc.
12     Column Financial, Inc.
13     Column Financial, Inc.
15     Column Financial, Inc.
16     Column Financial, Inc.
19     Column Financial, Inc.
20     Column Financial, Inc.
21     Column Financial, Inc.
24     Column Financial, Inc.
25     Column Financial, Inc.
27     Column Financial, Inc.
33     Column Financial, Inc.
34     Column Financial, Inc.
35     Column Financial, Inc.
36     Column Financial, Inc.
37     Column Financial, Inc.
37.1
37.2
39     Column Financial, Inc.
42     Column Financial, Inc.
43     Column Financial, Inc.
44     Column Financial, Inc.
46     Column Financial, Inc.
47     Column Financial, Inc.
47.1
47.2
48     Column Financial, Inc.
49     Column Financial, Inc.
50     Column Financial, Inc.
52     Column Financial, Inc.
55     Column Financial, Inc.
56     Column Financial, Inc.
57     Column Financial, Inc.
58     Column Financial, Inc.
59     Column Financial, Inc.
60     Column Financial, Inc.


END

(1)   Based on a Cut-off date in April 2008.

(2)   Commencing on the second anniversary of the REMIC start-up date as defined
      in the relevant loan documents, the borrower will also have the option to
      obtain a release of the mortgaged real property from the lien of the
      mortgage loan through defeasance.


                                   EXHIBIT B-2

                    SCHEDULE OF KEYBANK TRUST MORTGAGE LOANS

                                 [see attached]


Commercial Mortgage Pass-Through Certificates Series 2008-C1
Exhibit B-2





                                                                                                              Zip    Mortgage
#    Property Name                                Address                                City        State   Code      Rate
- --   ------------------------------------------   --------------------------------   -------------   -----   -----   --------
                                                                                                   
6    Aguadilla Mall                               Road No. 2, Kilometer 126.5          Aguadilla      PR     00605     6.5700%
11   Wilshire Plaza Office Building               901 Wilshire Drive                     Troy         MI     48084    6.15000%
14   R&F Amherst                                  1459 Niagara Falls Boulevard          Amherst       NY     14228     6.3200%
17   Park Place at Heathrow                       7025 Country Road 46A                Lake Mary      FL     32746     6.3400%
18   The Shoppes at Haydens Crossing              6700 Hayden Run Road                 Columbus       OH     43206     5.8500%
23   Hecker Pass Plaza                            1230-1360 First Street                Gilroy        CA     95020     5.7500%
26   Gateway Medical Plaza I                      1725 Medical Center Parkway        Murfreesboro     TN     37129     6.3600%
28   Quality Inn & Suites                         7200 Baltimore Avenue              College Park     MD     20740     6.9400%
29   Medical Mall of Abilene                      1665 Antilley Road                    Abilene       TX     79606     7.1100%
30   R&F Furniture Showroom - Philadelphia        4640 Roosevelt Boulevard           Philadelphia     PA     19124     6.3200%
31   Hampton Inn - Morehead City, NC              4035 Arendell Street               Morehead City    NC     28557     6.4700%
32   Rolling Oaks                                 55, 77, 99 Rolling Oaks Drive      Thousand Oaks    CA     91361     5.8800%
38   Lawrence Southwind 12                        3433 Iowa Street                     Lawrence       KS     66046     5.9500%
45   University Center Professional Building II   75-030 Gerald Ford Drive            Palm Desert     CA     92211     5.5700%
53   Arbor Square III                             8050 and 8100 Arbor Square Drive       Mason        OH     45040     6.1600%
54   R&F Cheektowaga CSC                          2685 Walden Avenue                  Cheektowaga     NY     14225     6.3200%


                                                                                                               Units/
        Net                                     Rem.                              Orig     Rem.               Sq. Ft./
      Mortgage     Original       Cut-off     Term to    Maturity       ARD      Amort.   Amort.   Monthly     Rooms/
#       Rate        Balance     Balance (1)   Maturity     Date        Date       Term     Term    Payment      Pads
- --    --------    -----------   -----------   --------   ---------   ---------   ------   ------   --------   --------
                                                                                
6       6.5174%   $34,000,000   $34,000,000        113   9/1/2017       N/A         360      360   $216,471    272,006
11      6.0974%   $16,684,000   $16,684,000        113   9/1/2017       N/A         360      360   $101,644    182,664
14      6.2674%   $12,000,000   $11,958,965        116   12/1/2037   12/1/2017      360      356    $74,433    112,264
17      6.2874%   $11,625,000   $11,574,354        115   11/1/2017      N/A         360      355    $72,259     47,434
18      5.7974%   $11,500,000   $11,500,000        117   1/1/2018       N/A         360      360    $67,843     67,847
23      5.6974%    $9,050,000    $9,014,848        116   12/1/2017      N/A         360      356    $52,813     68,685
26      6.2574%    $7,725,000    $7,725,000        116   12/1/2017      N/A         360      360    $48,118     45,535
28      6.8374%    $7,500,000    $7,465,209        116   12/1/2017      N/A         300      296    $52,722        169
29      7.0074%    $6,857,000    $6,857,000         58   2/1/2038    2/1/2013       360      360    $46,127     58,397
30      6.2674%    $6,750,000    $6,726,918        116   12/1/2037   12/1/2017      360      356    $41,869     38,678
31      6.4174%    $6,750,000    $6,721,427        115   11/1/2017      N/A         360      355    $42,532        119
32      5.8074%    $6,650,000    $6,624,898        116   12/1/2017      N/A         360      356    $39,359     46,722
38      5.8974%    $4,800,000    $4,726,156        109   5/1/2017       N/A         300      289    $30,780     42,497
45      5.4674%    $4,000,000    $3,959,028        110   6/1/2017       N/A         360      350    $22,888     31,372
53      6.1074%    $2,100,000    $2,100,000         72   4/1/2014       N/A         360      360    $12,807     13,120
54      6.2674%    $2,002,000    $1,995,154        116   12/1/2037   12/1/2017      360      356    $12,418     85,593




     Interest Accrual Period      Primary               Master Servicing Fee            Payment     ARD Trust
#     (30/360 / Actual/360)    Servicing Fee    (Exclusive of Primary Servicing Fee)     Date     Mortgage Loan
- --   -----------------------   -------------    ------------------------------------    -------   -------------
                                                                                   
6          Actual/360                 0.0300%                                 0.0200%         1        No
11         Actual/360                 0.0300%                                 0.0200%         1        No
14         Actual/360                 0.0300%                                 0.0200%         1        Yes
17         Actual/360                 0.0300%                                 0.0200%         1        No
18         Actual/360                 0.0300%                                 0.0200%         1        No
23         Actual/360                 0.0300%                                 0.0200%         1        No
26         Actual/360                 0.0800%                                 0.0200%         1        No
28         Actual/360                 0.0800%                                 0.0200%         1        No
29         Actual/360                 0.0800%                                 0.0200%         1        Yes
30         Actual/360                 0.0300%                                 0.0200%         1        Yes
31         Actual/360                 0.0300%                                 0.0200%         1        No
32         Actual/360                 0.0500%                                 0.0200%         1        No
38         Actual/360                 0.0300%                                 0.0200%         1        No
45         Actual/360                 0.0800%                                 0.0200%         1        No
53         Actual/360                 0.0300%                                 0.0200%         1        No
54         Actual/360                 0.0300%                                 0.0200%         1        Yes




                                Earthquake           Environmental          Ground          Letter of      Loan
#    Lockout/Defeasance   Insurance (Yes/No/N/A)   Insurance (Yes/No)   Lease (Yes/No)   Credit (Yes/No)   Group
- --   ------------------   ----------------------   ------------------   --------------   ---------------   -----
                                                                                         
6           Yes                    N/A                     No                 No               No              1
11           No                    N/A                     No                 No               No              1
14           No                    N/A                     No                 No               No              1
17          Yes                    N/A                     No                 No               No              1
18          Yes                    N/A                     No                 No               No              1
23          Yes                    N/A                     No                 No               No              1
26           No                    N/A                     No                 No               No              1
28          Yes                    N/A                     No                 No               No              1
29           No                    N/A                     No                 No               Yes             1
30           No                    N/A                     No                 No               No              1
31          Yes                    N/A                     No                 No               No              1
32           No                    N/A                     No                 No               No              1
38          Yes                    N/A                     No                 No               No              1
45          Yes                    N/A                     No                 No               No              1
53          Yes                    N/A                     No                 No               No              1
54           No                    N/A                     No                 No               No              1





#            Loan Seller
- --   ----------------------------
  
6    KeyBank National Association
11   KeyBank National Association
14   KeyBank National Association
17   KeyBank National Association
18   KeyBank National Association
23   KeyBank National Association
26   KeyBank National Association
28   KeyBank National Association
29   KeyBank National Association
30   KeyBank National Association
31   KeyBank National Association
32   KeyBank National Association
38   KeyBank National Association
45   KeyBank National Association
53   KeyBank National Association
54   KeyBank National Association


END

(1)   Based on a Cut-off date in April 2008.



                                   EXHIBIT B-3

                 SCHEDULE OF NATIONAL CITY TRUST MORTGAGE LOANS

                                 [see attached]


Commercial Mortgage Pass-Through Certificates Series 2008-C1
Exhibit B-3





                                                                                                                Zip    Mortgage
#          Property Name                              Address                             City         State   Code      Rate
- --   --------------------------   ------------------------------------------------   ---------------   -----   -----   --------
                                                                                                     
8    Southside Works              415 & 424 South 27th Street and 425 Cinema Drive     Pittsburgh       PA     15203     6.4900%
22   Embassy Suites               1701 East 12th Street                                 Cleveland       OH     44114     6.8000%
40   Hillcrest Manor Apartments   260 Oxford Drive                                     Winchester       KY     40391     7.0450%
41   Premier Medical Center       2039 - 2055 Little Road                            New Port Richey    FL     34655     7.0940%
51   Hillcrest Green Apartments   3317 SW 74th Street                                 Oklahoma City     OK     73159     6.5330%


                                                                                                                       Units/
       Net                                     Rem.                            Orig            Rem.                   Sq. Ft./
     Mortgage     Original       Cut-off     Term to    Maturity    ARD       Amort.          Amort.       Monthly     Rooms/
#      Rate        Balance     Balance (1)   Maturity     Date      Date       Term            Term        Payment      Pads
- --   --------    -----------   -----------   --------   ---------   ----   -------------   -------------   --------   --------
                                                                                        
8      6.4374%   $32,900,000   $32,900,000        117   1/1/2018    N/A              360             360   $207,734    199,031
22     6.7274%    $9,100,000    $9,058,021        114   10/1/2017   N/A              360             354    $59,325        252
40     6.9724%    $4,475,000    $4,462,099        116   12/1/2017   N/A              360             356    $29,908        104
41     7.0214%    $4,265,000    $4,265,000         56   12/1/2012   N/A    Interest Only   Interest Only    $25,563     20,760
51     6.4604%    $2,640,000    $2,631,405        116   12/1/2017   N/A              360             356    $16,744         96




     Interest Accrual Period      Primary               Master Servicing Fee            Payment     ARD Trust
#     (30/360 / Actual/360)    Servicing Fee    (Exclusive of Primary Servicing Fee)     Date     Mortgage Loan
- --   -----------------------   -------------    ------------------------------------    -------   -------------
                                                                                   
8          Actual/360                 0.0300%                                 0.0200%         1        No
22         Actual/360                 0.0500%                                 0.0200%         1        No
40         Actual/360                 0.0500%                                 0.0200%         1        No
41         Actual/360                 0.0500%                                 0.0200%         1        No
51         Actual/360                 0.0500%                                 0.0200%         1        No




                                Earthquake           Environmental          Ground          Letter of      Loan
#    Lockout/Defeasance   Insurance (Yes/No/N/A)   Insurance (Yes/No)   Lease (Yes/No)   Credit (Yes/No)   Group
- --   ------------------   ----------------------   ------------------   --------------   ---------------   -----
                                                                                         
8           Yes                    Yes                     No                 No               No              1
22          Yes                    Yes                     No                 No               No              1
40          Yes                    N/A                     No                 No               No              2
41          Yes                    Yes                     No                 No               No              1
51          Yes                    N/A                     No                 No               No              2





#       Loan Seller
- --   ------------------
  
8    National City Bank
22   National City Bank
40   National City Bank
41   National City Bank
51   National City Bank


END

(1)   Based on a Cut-off date in April 2008.





                                   EXHIBIT C-1

               LIST OF ADDITIONAL COLLATERAL TRUST MORTGAGE LOANS


Loan #         Property Name
- ------         ------------------------
8              Southside Works
36             The Creek at Stone Oak
49             Waterstone I & II
59             Bruno's Shopping Center




                                   EXHIBIT C-2

                             LIST OF MEZZANINE LOANS

Loan #         Property Name
- ------         ----------------------------------------------
2              450 Lexington Avenue (existing mezzanine debt)
3              1100 Executive Tower (existing mezzanine debt)
4              Killeen Mall (permitted future mezzanine debt)
49             Waterstone I & II (existing mezzanine debt)










                                  EXHIBIT D-1A
                   FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                     [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045-1951

Attention: Mortgage Document Custody (CMBS)

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2008-C1
                  -------------------------------------------------------------

        In connection with the administration of the Mortgage Files held by or
on behalf of you as trustee under the Pooling and Servicing Agreement, dated as
of April 1, 2008 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, KeyCorp Real Estate
Capital Markets, Inc., as master servicer (in such capacity, the "Master
Servicer"), Midland Loan Services, Inc., as special servicer (in such capacity,
the "Special Servicer"), and you, as trustee (in such capacity, the "Trustee"),
the undersigned as Master Servicer hereby requests a release of the Mortgage
File (or the portion thereof specified below) held by or on behalf of you as
Trustee with respect to the following described Mortgage Loan for the reason
indicated below.

Property Name:

Address:

Prospectus No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting Mortgage File (or portion thereof):

______      1. Mortgage Loan paid in full. The undersigned hereby certifies that
            all amounts received in connection with the Mortgage Loan that are
            required to be credited to the Collection Account or, if applicable,
            a Mortgage Loan Combination Custodial Account pursuant to the
            Pooling and Servicing Agreement, have been or will be so credited.

______      2. Other. (Describe) _______________________________________________
            ____________________________________________________________________



        The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten days of our receipt thereof, unless the Mortgage Loan
has been paid in full, in which case the Mortgage File (or such portion thereof)
will be retained by us permanently.

        Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                                          ______________________________________
                                          as Master Servicer


                                          By: __________________________________
                                          Name:
                                          Title:




                                   EXHIBIT D-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

                                     [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21045-1951
Attention: Mortgage Document Custody (CMBS)

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2008-C1
                  -------------------------------------------------------------

        In connection with the administration of the Mortgage Files held by or
on behalf of you as trustee under a Pooling and Servicing Agreement, dated as of
April 1, 2008 (the "Pooling and Servicing Agreement"), among Credit Suisse First
Boston Mortgage Securities Corp., as depositor, KeyCorp Real Estate Capital
Markets, Inc., as master servicer (in such capacity, the "Master Servicer"),
Midland Loan Services, Inc., as special servicer (in such capacity, the "Special
Servicer"), and you, as trustee (in such capacity, the "Trustee"), the
undersigned as Special Servicer hereby requests a release of the Mortgage File
(or the portion thereof specified below) held by or on behalf of you as Trustee
with respect to the following described Mortgage Loan for the reason indicated
below.

Property Name:

Address:

Prospectus No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting Mortgage File (or portion thereof):

______     1. The Mortgage Loan is being foreclosed.

______     2. Other. (Describe)

        The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten days of our receipt thereof, unless the Mortgage Loan
is being foreclosed, in which case the Mortgage File (or such portion thereof)
will be returned when no longer required by us for such purpose.

        Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                                          ______________________________________
                                          as Special Servicer

                                          By: __________________________________
                                          Name:
                                          Title:





                                    EXHIBIT E

                             FORM OF TRUSTEE REPORT

                              [See Attached Report]




                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                                         DISTRIBUTION DATE STATEMENT

                                              Table of Contents



                     -------------------------------------------------------------------------------
                                                                                        
                        STATEMENT SECTIONS                                                 PAGE(s)
                        ------------------                                                 -------

                        Certificate Distribution Detail                                       2
                        Certificate Factor Detail                                             3
                        Reconciliation Detail                                                 4
                        Other Required Information                                            5
                        Cash Reconciliation Detail                                            6
                        Ratings Detail                                                        7
                        Current Mortgage Loan and Property Stratification Tables           8 - 16
                        Mortgage Loan Detail                                                 17
                        NOI Detail                                                           18
                        Principal Prepayment Detail                                          19
                        Historical Detail                                                    20
                        Delinquency Loan Detail                                              21
                        Specially Serviced Loan Detail                                     22 - 23
                        Advance Summary                                                      24
                        Modified Loan Detail                                                 25
                        Historical Liquidated Loan Detail                                    26
                        Historical Bond / Collateral Realized Loss Reconciliation            27
                        Interest Shortfall Reconciliation Detail                           28 - 29
                        Defeased Loan Detail                                                 30
                        Supplemental Reporting                                               31
                     -------------------------------------------------------------------------------


           Depositor                                Master Servicer                           Dpecial Servicer
- -----------------------------------       -----------------------------------       -----------------------------------
                                                                              
Credit Suisse First Boston                KeyCorp Real Estate Capital               Midland Loan Services, Inc.
Mortgage Securities Corp.                   Markets, Inc.                           10851 Mastin Street, Building 82
11 Madison Avenue, 5th Floor              911 Main Street, Suite 1500               Overland Park, KS 66210
New York, NY 10010                        Kansas City, MO 64105

Contact:       General Information
               Number                     Contact:       Bryan Nitcher              Contact:       Kevin Donahue
Phone Number:  (212) 325-2000             Phone Number:  (816) 221-8800             Phone Number:  (913) 253-9000
- -----------------------------------       -----------------------------------       -----------------------------------

This report has been compiled from information provided to Wells Fargo Bank, N.A. by various third parties, which may include the
Master Servicer, Special Servicer and others. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of information
received from these third parties and assumes no duty to do so. Wells Fargo Bank, N.A. expressly disclaims any responsibility for
the accuracy or completeness of information furnished by third parties.

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 1 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                                       Certificate Distribution Detail



- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                 Realized Loss /                         Current
            Pass-Through Original Beginning  Principal     Interest   Prepayment Additional Trust   Total      Ending Subordination
Class CUSIP     Rate     Balance   Balance  Distribution Distribution  Premium    Fund Expenses  Distribution Balance     Level(1)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                         
 A-1         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 A-2         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
A-2FL        0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 A-AB        0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 A-3         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
A-1-A        0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 A-M         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 A-J         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  B          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  C          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  D          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  E          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  F          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  G          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  H          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  J          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  K          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  L          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  M          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  N          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  O          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  P          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  Q          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  S          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  V          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
  R          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
 LR          0.000000%     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
- -----------------------------------------------------------------------------------------------------------------------------------
Totals                     0.00      0.00       0.00         0.00        0.00          0.00          0.00       0.00      0.00
- -----------------------------------------------------------------------------------------------------------------------------------


- ----------------------------------------------------------------------------------------------
                         Original Beginning                                           Ending
            Pass-Through Notional  Notional   Interest    Prepayment    Total        Notional
Class CUSIP     Rate      Amount    Amount  Distribution   Premium   Distribution     Amount
- ----------------------------------------------------------------------------------------------
                                                               
 A-X         0.000000%     0.00      0.00       0.00         0.00        0.00          0.00
- ----------------------------------------------------------------------------------------------

(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending
balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate
to the designated class and dividing the result by (A).




- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 2 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                                          Certificate Factor Detail



- --------------------------------------------------------------------------------------------------------------
                                                                              Realized Loss /
                  Beginning      Principal        Interest      Prepayment    Additional Trust       Ending
Class    CUSIP     Balance      Distribution    Distribution     Premium       Fund Expenses        Balance
- --------------------------------------------------------------------------------------------------------------
                                                                              
 A-1              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-2              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-2FL            0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-AB             0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-3              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-1-A            0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-M              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 A-J              0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  B               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  C               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  D               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  E               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  F               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  G               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  H               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  J               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  K               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  L               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  M               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  N               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  O               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  P               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  Q               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  S               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  V               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
  R               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
 LR               0.00000000     0.00000000      0.00000000     0.00000000       0.00000000        0.00000000
- --------------------------------------------------------------------------------------------------------------



- ---------------------------------------------------------------------------
                  Beginning                                       Ending
                   Notional       Interest       Prepayment      Notional
Class    CUSIP      Amount      Distribution      Premium         Amount
- ---------------------------------------------------------------------------
                                                 
A-X               0.00000000     0.00000000      0.00000000     0.00000000
- ---------------------------------------------------------------------------



- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 3 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                                            Reconciliation Detail



Principal  Reconciliation
- ---------------------------------------------------------------------------------------------------
             Stated Beginning Principal   Unpaid Beginning    Scheduled   Unscheduled    Principal
Loan Group            Balance             Principal Balance   Principal    Principal    Adjustments
- ----------   --------------------------   -----------------   ---------   -----------   -----------
                                                                         
         1                         0.00                0.00        0.00          0.00          0.00
         2                         0.00                0.00        0.00          0.00          0.00
- ----------   --------------------------   -----------------   ---------   -----------   -----------
Total                              0.00                0.00        0.00          0.00          0.00


Principal  Reconciliation
- -----------------------------------------------------------------------------------
             Realized     Stated Ending       Unpaid Ending      Current Principal
Loan Group     Loss     Principal Balance   Principal Balance   Distribution Amount
- ----------   --------   -----------------   -----------------   -------------------
                                                    
         1       0.00                0.00                0.00                  0.00
         2       0.00                0.00                0.00                  0.00
- ----------   --------   -----------------   -----------------   -------------------
Total            0.00                0.00                0.00                  0.00


Certificate Interest Reconciliation
- ---------------------------------------------------------------------------------------------

                            Accrued     Net Aggregate     Distributable     Distributable
        Accrual  Accrual  Certificate     Prepayment       Certificate  Certificate Interest
Class    Dates    Days      Interest  Interest Shortfall     Interest        Adjustment
- ---------------------------------------------------------------------------------------------
                                                      
 A-1        0        0          0.00           0.00            0.00              0.00
 A-2        0        0          0.00           0.00            0.00              0.00
A-2FL       0        0          0.00           0.00            0.00              0.00
 A-AB       0        0          0.00           0.00            0.00              0.00
 A-3        0        0          0.00           0.00            0.00              0.00
A-1-A       0        0          0.00           0.00            0.00              0.00
 A-M        0        0          0.00           0.00            0.00              0.00
 A-J        0        0          0.00           0.00            0.00              0.00
 A-X        0        0          0.00           0.00            0.00              0.00
  B         0        0          0.00           0.00            0.00              0.00
  C         0        0          0.00           0.00            0.00              0.00
  D         0        0          0.00           0.00            0.00              0.00
  E         0        0          0.00           0.00            0.00              0.00
  F         0        0          0.00           0.00            0.00              0.00
  G         0        0          0.00           0.00            0.00              0.00
  H         0        0          0.00           0.00            0.00              0.00
  J         0        0          0.00           0.00            0.00              0.00
  K         0        0          0.00           0.00            0.00              0.00
  L         0        0          0.00           0.00            0.00              0.00
  M         0        0          0.00           0.00            0.00              0.00
  N         0        0          0.00           0.00            0.00              0.00
  O         0        0          0.00           0.00            0.00              0.00
  P         0        0          0.00           0.00            0.00              0.00
  Q         0        0          0.00           0.00            0.00              0.00
  S         0        0          0.00           0.00            0.00              0.00
  V         0        0          0.00           0.00            0.00              0.00
- ---------------------------------------------------------------------------------------------
Totals               0          0.00           0.00            0.00              0.00
- ---------------------------------------------------------------------------------------------

Certificate Interest Reconciliation
- -----------------------------------------------------------------

                  Additional                   Remaining Unpaid
         WAC CAP  Trust Fund     Interest        Distributable
Class   Shortfall  Expenses    Distribution  Certificate Interest
- -----------------------------------------------------------------
                                          
 A-1      0.00       0.00          0.00               0.00
 A-2      0.00       0.00          0.00               0.00
A-2FL     0.00       0.00          0.00               0.00
 A-AB     0.00       0.00          0.00               0.00
 A-3      0.00       0.00          0.00               0.00
A-1-A     0.00       0.00          0.00               0.00
 A-M      0.00       0.00          0.00               0.00
 A-J      0.00       0.00          0.00               0.00
 A-X      0.00       0.00          0.00               0.00
  B       0.00       0.00          0.00               0.00
  C       0.00       0.00          0.00               0.00
  D       0.00       0.00          0.00               0.00
  E       0.00       0.00          0.00               0.00
  F       0.00       0.00          0.00               0.00
  G       0.00       0.00          0.00               0.00
  H       0.00       0.00          0.00               0.00
  J       0.00       0.00          0.00               0.00
  K       0.00       0.00          0.00               0.00
  L       0.00       0.00          0.00               0.00
  M       0.00       0.00          0.00               0.00
  N       0.00       0.00          0.00               0.00
  O       0.00       0.00          0.00               0.00
  P       0.00       0.00          0.00               0.00
  Q       0.00       0.00          0.00               0.00
  S       0.00       0.00          0.00               0.00
  V       0.00       0.00          0.00               0.00
- -----------------------------------------------------------------
Totals  0.00         0.00          0.00               0.00
- -----------------------------------------------------------------


- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 4 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------



                           Other Required Information

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

Available Distribution Amount (1)                                      0.00



Master Servicing Fee Summary


      Current Period Accrued Master Servicing Fees                     0.00

      Less Delinquent Master Servicing Fees                            0.00

      Less Reductions to Master Servicing Fees                         0.00

      Plus Master Servicing Fees for Delinquent Payments Received      0.00

      Plus Adjustments for Prior Master Servicing Calculation          0.00

      Total Master Servicing Fees Collected                            0.00



(1) The Available Distribution Amount includes any Prepayment Premiums.



Appraisal Reduction Amount

- -------------------------------------------------
          Appraisal    Cumulative    Most Recent
  Loan    Reduction       ASER        App. Red.
 Number    Effected      Amount         Date
- -------------------------------------------------















- -------------------------------------------------
Total
- -------------------------------------------------


     
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 5 of 31




                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------


                                          Cash Reconciliation Detail

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

                                                                                                
Total Funds Collected
     Interest:
          Interest paid or advanced                                                    0.00
          Interest reductions due to Non-Recoverability Determinations                 0.00
          Interest Adjustments                                                         0.00
          Deferred Interest                                                            0.00
          Net Prepayment Interest Shortfall                                            0.00
          Net Prepayment Interest Excess                                               0.00
          Extension Interest                                                           0.00
          Interest Reserve Withdrawal                                                  0.00
                                                                                             --------------
               Total Interest Collected                                                                0.00

     Principal:
          Scheduled Principal                                                          0.00
          Unscheduled Principal                                                        0.00
               Principal Prepayments                                                   0.00
               Collection of Principal after Maturity Date                             0.00
               Recoveries from Liquidation and Insurance Proceeds                      0.00
               Excess of Prior Principal Amounts paid                                  0.00
               Curtailments                                                            0.00
          Negative Amortization                                                        0.00
          Principal Adjustments                                                        0.00
                                                                                             --------------
               Total Principal Collected                                                               0.00

     Other:
          Prepayment Penalties/Yield Maintenance                                       0.00
          Repayment Fees                                                               0.00
          Borrower Option Extension Fees                                               0.00
          Equity Payments Received                                                     0.00
          Net Swap Counterparty Payments Received                                      0.00
                                                                                             --------------
               Total Other Collected                                                                   0.00
                                                                                             --------------
Total Funds Collected                                                                                  0.00
                                                                                             ==============




Total Funds Distributed
     Fees:
          Master Servicing Fee                                                         0.00
          Trustee Fee                                                                  0.00
          Certificate Administration Fee                                               0.00
          Insurer Fee                                                                  0.00
          Miscellaneous Fee                                                            0.00
                                                                                             --------------
               Total Fees                                                                              0.00

     Additional Trust Fund Expenses:

          Reimbursement for Interest on Advances                                       0.00
          ASER Amount                                                                  0.00
          Special Servicing Fee                                                        0.00
          Rating Agency Expenses                                                       0.00
          Attorney Fees & Expenses                                                     0.00
          Bankruptcy Expense                                                           0.00
          Taxes Imposed on Trust Fund                                                  0.00
          Non-Recoverable Advances                                                     0.00
          Other Expenses                                                               0.00
                                                                                             --------------
               Total Additional Trust Fund Expenses                                                    0.00

     Interest Reserve Deposit                                                                          0.00

     Payments to Certificateholders & Others:
          Interest Distribution                                                        0.00
          Principal Distribution                                                       0.00
          Prepayment Penalties/Yield Maintenance                                       0.00
          Borrower Option Extension Fees                                               0.00
          Equity Payments Paid                                                         0.00
          Net Swap Counterparty Payments Paid                                          0.00
                                                                                             --------------
               Total Payments to Certificateholders & Others                                           0.00
                                                                                             --------------
Total Funds Distributed                                                                                0.00
                                                                                             ==============


- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 6 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                                                Ratings Detail


      ---------------------------------------------------------------------------------------------------------------
                                                   Original Ratings                       Current Ratings  (1)
                                       ------------------------------------------------------------------------------
      Class               CUSIP            Fitch       Moody's       S & P         Fitch       Moody's       S & P
      ---------------------------------------------------------------------------------------------------------------
                                                                                        
       A-1
       A-2
       A-2FL
       A-AB
       A-3
       A-1-A
       A-M
       A-J
       A-X
        B
        C
        D
        E
        F
        G
        H
        J
        K
        L
        M
        N
        O
        P
        Q
        S
        V
      ---------------------------------------------------------------------------------------------------------------

      NR  - Designates that the class was not rated by the above agency at the time of original issuance.
       X  - Designates that the above rating agency did not rate any classes in this transaction at the time of original issuance.
      N/A - Data not available this period.
   1) For any class not rated at the time of original issuance by any particular rating agency, no request has been made
   subsequent to issuance to obtain rating information, if any, from such rating agency. The current ratings were obtained
   directly from the applicable rating agency within 30 days of the payment date listed above. The ratings may have changed since
   they were obtained. Because the ratings may have changed, you may want to obtain current ratings directly from the rating
   agencies.


                                                                                         
Fitch, Inc.                                   Moody's Investors Service, Inc.                  Standard & Poor's Rating Services
One State Street Plaza                        99 Church Street                                 a division of the McGraw-Hill
New York, New York 10004                      New York, New York 10007                           Companies
(212) 908-0500                                (212) 553-0300                                   55 Water Street
                                                                                               New York, New York 10041
                                                                                               (212) 438-2430

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 7 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                          Current Mortgage Loan and Property Stratification Tables
                                              Aggregate Pool



                      Scheduled Balance                                                       State (3)
- ----------------------------------------------------------------   ----------------------------------------------------------------
                                 % of                                                               % of
   Scheduled    # of  Scheduled   Agg.  WAM         Weighted                      # of   Scheduled   Agg.  WAM        Weighted
    Balance    loans   Balance    Bal.  (2)  WAC  Avg DSCR (1)          State    Props.   Balance    Bal.  (2)  WAC  Avg DSCR (1)
- ----------------------------------------------------------------   ----------------------------------------------------------------
                                                                              






















- ----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
- ----------------------------------------------------------------   ----------------------------------------------------------------

See footnotes on last page of this section.



- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 8 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                           Current Mortgage Loan and Property Stratification Tables
                                                Aggregate Pool



               Debt Service Coverage Ratio                                                Property Type (3)
- ----------------------------------------------------------------   ----------------------------------------------------------------
 Debt Service                    % of                                                               % of
   Coverage     # of  Scheduled   Agg.  WAM  WAC    Weighted          Property    # of   Scheduled   Agg.  WAM  WAC   Weighted
     Ratio     loans   Balance    Bal.  (2)       Avg DSCR (1)          Type     Props.   Balance    Bal.  (2)       Avg DSCR (1)
- ----------------------------------------------------------------   ----------------------------------------------------------------
                                                                              








- ----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
- ----------------------------------------------------------------   ----------------------------------------------------------------


                         Note Rate                                                           Seasoning
- ----------------------------------------------------------------   ----------------------------------------------------------------
                                 % of                                                               % of
     Note       # of  Scheduled   Agg.  WAM  WAC    Weighted                     # of   Scheduled   Agg.  WAM  WAC   Weighted
     Rate      loans   Balance    Bal.  (2)       Avg DSCR (1)       Seasoning   loans   Balance    Bal.  (2)       Avg DSCR (1)
- ----------------------------------------------------------------   ----------------------------------------------------------------
                                                                              








- ----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
- ----------------------------------------------------------------   ----------------------------------------------------------------

See footnotes on last page of this section.



- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 9 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------



                           Current Mortgage Loan and Property Stratification Tables
                                                Aggregate Pool

       Anticipated Remaining Term (ARD and Balloon Loans)                   Remaining Stated Term (Fully Amortizing Loans)
- ----------------------------------------------------------------   ----------------------------------------------------------------
 Anticipated                     % of                                 Remaining                     % of
  Remaining     # of  Scheduled   Agg.  WAM  WAC    Weighted           Stated     # of   Scheduled   Agg.  WAM  WAC   Weighted
   Term (2)    loans   Balance    Bal.  (2)       Avg DSCR (1)          Term      loans   Balance    Bal.  (2)       Avg DSCR (1)
- ----------------------------------------------------------------   ----------------------------------------------------------------
                                                                              








- ----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
- ----------------------------------------------------------------   ----------------------------------------------------------------


      Remaining Amortization Term (ARD and Balloon Loans)                              Age of Most Recent NOI
- ----------------------------------------------------------------   ----------------------------------------------------------------
   Remaining                     % of                                                               % of
 Amortization  # of  Scheduled   Agg.  WAM  WAC    Weighted          Age of Most  # of   Scheduled   Agg.  WAM  WAC   Weighted
     Term      loans   Balance    Bal.  (2)       Avg DSCR (1)        Recent NOI  loans   Balance    Bal.  (2)       Avg DSCR (1)
- ----------------------------------------------------------------   ----------------------------------------------------------------
                                                                              








- ----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
- ----------------------------------------------------------------   ----------------------------------------------------------------

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In
all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer,
information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by
the borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
Anticipated Repayment Date, if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off
Date balance of each property as disclosed in the offering document.

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 10 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                          Current Mortgage Loan and Property Stratification Tables
                                                    Group I



                      Scheduled Balance                                                       State (3)
- ----------------------------------------------------------------   ----------------------------------------------------------------
                                 % of                                                               % of
   Scheduled    # of  Scheduled   Agg.  WAM         Weighted                      # of   Scheduled   Agg.  WAM        Weighted
    Balance    loans   Balance    Bal.  (2)  WAC  Avg DSCR (1)          State    Props.   Balance    Bal.  (2)  WAC  Avg DSCR (1)
- ----------------------------------------------------------------   ----------------------------------------------------------------
                                                                              






















- ----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
- ----------------------------------------------------------------   ----------------------------------------------------------------

See footnotes on last page of this section.



- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 11 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                           Current Mortgage Loan and Property Stratification Tables
                                                    Group I



               Debt Service Coverage Ratio                                                Property Type (3)
- ----------------------------------------------------------------   ----------------------------------------------------------------
 Debt Service                    % of                                                               % of
   Coverage     # of  Scheduled   Agg.  WAM  WAC    Weighted          Property    # of   Scheduled   Agg.  WAM  WAC   Weighted
     Ratio     loans   Balance    Bal.  (2)       Avg DSCR (1)          Type     Props.   Balance    Bal.  (2)       Avg DSCR (1)
- ----------------------------------------------------------------   ----------------------------------------------------------------
                                                                              








- ----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
- ----------------------------------------------------------------   ----------------------------------------------------------------


                         Note Rate                                                           Seasoning
- ----------------------------------------------------------------   ----------------------------------------------------------------
                                 % of                                                               % of
     Note       # of  Scheduled   Agg.  WAM  WAC    Weighted                     # of   Scheduled   Agg.  WAM  WAC   Weighted
     Rate      loans   Balance    Bal.  (2)       Avg DSCR (1)       Seasoning   loans   Balance    Bal.  (2)       Avg DSCR (1)
- ----------------------------------------------------------------   ----------------------------------------------------------------
                                                                              








- ----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
- ----------------------------------------------------------------   ----------------------------------------------------------------

See footnotes on last page of this section.



- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 12 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------



                           Current Mortgage Loan and Property Stratification Tables
                                                    Group I

       Anticipated Remaining Term (ARD and Balloon Loans)                   Remaining Stated Term (Fully Amortizing Loans)
- ----------------------------------------------------------------   ----------------------------------------------------------------
 Anticipated                     % of                                 Remaining                     % of
  Remaining     # of  Scheduled   Agg.  WAM  WAC    Weighted           Stated     # of   Scheduled   Agg.  WAM  WAC   Weighted
   Term (2)    loans   Balance    Bal.  (2)       Avg DSCR (1)          Term      loans   Balance    Bal.  (2)       Avg DSCR (1)
- ----------------------------------------------------------------   ----------------------------------------------------------------
                                                                              








- ----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
- ----------------------------------------------------------------   ----------------------------------------------------------------


      Remaining Amortization Term (ARD and Balloon Loans)                              Age of Most Recent NOI
- ----------------------------------------------------------------   ----------------------------------------------------------------
   Remaining                     % of                                                               % of
 Amortization  # of  Scheduled   Agg.  WAM  WAC    Weighted          Age of Most  # of   Scheduled   Agg.  WAM  WAC   Weighted
     Term      loans   Balance    Bal.  (2)       Avg DSCR (1)        Recent NOI  loans   Balance    Bal.  (2)       Avg DSCR (1)
- ----------------------------------------------------------------   ----------------------------------------------------------------
                                                                              








- ----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
- ----------------------------------------------------------------   ----------------------------------------------------------------

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset
level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the
Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of the
data provided by the borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of
the Anticipated Repayment Date, if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon
the Cut-off Date balance of each property as disclosed in the offering document.

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 13 of 31




                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------



                          Current Mortgage Loan and Property Stratification Tables
                                                  Group II

                      Scheduled Balance                                                       State (3)
- ----------------------------------------------------------------   ----------------------------------------------------------------
                                 % of                                                               % of
   Scheduled    # of  Scheduled   Agg.  WAM         Weighted                      # of   Scheduled   Agg.  WAM        Weighted
    Balance    loans   Balance    Bal.  (2)  WAC  Avg DSCR (1)          State    Props.   Balance    Bal.  (2)  WAC  Avg DSCR (1)
- ----------------------------------------------------------------   ----------------------------------------------------------------
                                                                              






















- ----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
- ----------------------------------------------------------------   ----------------------------------------------------------------

See footnotes on last page of this section.



- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 14 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                           Current Mortgage Loan and Property Stratification Tables
                                                  Group II



               Debt Service Coverage Ratio                                                Property Type (3)
- ----------------------------------------------------------------   ----------------------------------------------------------------
 Debt Service                    % of                                                               % of
   Coverage     # of  Scheduled   Agg.  WAM  WAC    Weighted          Property    # of   Scheduled   Agg.  WAM  WAC   Weighted
     Ratio     loans   Balance    Bal.  (2)       Avg DSCR (1)          Type     Props.   Balance    Bal.  (2)       Avg DSCR (1)
- ----------------------------------------------------------------   ----------------------------------------------------------------
                                                                              








- ----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
- ----------------------------------------------------------------   ----------------------------------------------------------------


                         Note Rate                                                           Seasoning
- ----------------------------------------------------------------   ----------------------------------------------------------------
                                 % of                                                               % of
     Note       # of  Scheduled   Agg.  WAM  WAC    Weighted                     # of   Scheduled   Agg.  WAM  WAC   Weighted
     Rate      loans   Balance    Bal.  (2)       Avg DSCR (1)       Seasoning   loans   Balance    Bal.  (2)       Avg DSCR (1)
- ----------------------------------------------------------------   ----------------------------------------------------------------
                                                                              








- ----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
- ----------------------------------------------------------------   ----------------------------------------------------------------

See footnotes on last page of this section.



- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 15 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------



                           Current Mortgage Loan and Property Stratification Tables
                                                  Group II

       Anticipated Remaining Term (ARD and Balloon Loans)                   Remaining Stated Term (Fully Amortizing Loans)
- ----------------------------------------------------------------   ----------------------------------------------------------------
 Anticipated                     % of                                 Remaining                     % of
  Remaining     # of  Scheduled   Agg.  WAM  WAC    Weighted           Stated     # of   Scheduled   Agg.  WAM  WAC   Weighted
   Term (2)    loans   Balance    Bal.  (2)       Avg DSCR (1)          Term      loans   Balance    Bal.  (2)       Avg DSCR (1)
- ----------------------------------------------------------------   ----------------------------------------------------------------
                                                                              








- ----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
- ----------------------------------------------------------------   ----------------------------------------------------------------



      Remaining Amortization Term (ARD and Balloon Loans)                              Age of Most Recent NOI
- ----------------------------------------------------------------   ----------------------------------------------------------------
   Remaining                     % of                                                               % of
 Amortization  # of  Scheduled   Agg.  WAM  WAC    Weighted          Age of Most  # of   Scheduled   Agg.  WAM  WAC   Weighted
     Term      loans   Balance   Bal.  (2)        Avg DSCR (1)        Recent NOI  loans   Balance    Bal.  (2)       Avg DSCR (1)
- ----------------------------------------------------------------   ----------------------------------------------------------------
                                                                              








- ----------------------------------------------------------------   ----------------------------------------------------------------
    Totals                                                             Totals
- ----------------------------------------------------------------   ----------------------------------------------------------------

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset
level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the
Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of the
data provided by the borrower for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
Anticipated Repayment Date, if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the
Cut-off Date balance of each property as disclosed in the offering document.


- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 16 of 31




                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                                             Mortgage Loan Detail


- ---------------------------------------------------------------------------------------------------------------------------
                                                                Anticipated              Neg.   Beginning   Ending    Paid
Loan          Property               Interest Principal  Gross   Repayment   Maturity   Amort   Scheduled  Scheduled  Thru
Number  ODCR  Type (1)  City  State  Payment  Payment   Coupon     Date        Date     (Y/N)   Balance    Balance    Date
- ---------------------------------------------------------------------------------------------------------------------------
                                                                               







- ---------------------------------------------------------------------------------------------------------------------------
Totals
- ---------------------------------------------------------------------------------------------------------------------------


- ---------------------------------------------
         Appraisal  Appraisal   Res.    Mod.
Loan     Reduction  Reduction  Strat.  Code
Number     Date      Amount     (2)     (3)
- ---------------------------------------------
                           







- ---------------------------------------------
Totals
- ---------------------------------------------


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

                             (1) Property Type Code
                             ----------------------

                  MF - Multi-Family             OF - Office
                  RT - Retail                   MU - Mixed Use
                  HC - Health Care              LO - Lodging
                  IN - Industrial               SS - Self Storage
                  WH - Warehouse                OT - Other
                  MH - Mobile Home Park

                          (2) Resolution Strategy Code
                          ----------------------------

1 - Modification        6 - DPO                       10 - Deed in Lieu Of
2 - Foreclosure         7 - REO                            Foreclosure
3 - Bankruptcy          8 - Resolved                  11 - Full Payoff
4 - Extension           9 - Pending Return            12 - Reps and Warranties
5 - Note Sale               to Master Servicer        13 - Other or TBD


                             (3) Modification Code
                             ---------------------

                        1 - Maturity Date Extension
                        2 - Amortization Change
                        3 - Principal Write-Off
                        4 - Combination
- --------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 17 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                                                NOI Detail


- -----------------------------------------------------------------------------------------------------------------------------------
                                                         Ending          Most          Most       Most Recent     Most Recent
 Loan                 Property                          Scheduled       Recent        Recent        NOI Start       NOI End
Number      ODCR        Type        City     State       Balance      Fiscal NOI       NOI            Date            Date
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                      

















- ------------------------------------------------------------------------------------------------------------------------------------
Totals
- ------------------------------------------------------------------------------------------------------------------------------------



- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 18 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                                          Principal Prepayment Detail


- --------------------------------------------------------------------------------------------------------
                                                                        Principal Prepayment Amount
                                          Offering Document       --------------------------------------
Loan Number       Loan Group              Cross-Reference         Payoff Amount     Curtailment Amount
- --------------------------------------------------------------------------------------------------------
                                                                        
















- --------------------------------------------------------------------------------------------------------
Totals
- --------------------------------------------------------------------------------------------------------


- --------------------------------------------------------------------
                             Prepayment Penalties
                  --------------------------------------------------
Loan Number       Prepayment Premium    Yield Maintenance Premium
- --------------------------------------------------------------------
                                  
















- --------------------------------------------------------------------
Totals
- --------------------------------------------------------------------


- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 19 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                                               Historical Detail


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

                                           Delinquencies
- -------------------------------------------------------------------------------------------------
Distribution  30-59 Days   60-89 Days   90 Days or More   Foreclosure       REO     Modifications
Date          #  Balance   #  Balance   #       Balance   #   Balance   # Balance   #     Balance
- -------------------------------------------------------------------------------------------------
                                                                  












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



                     Prepayments                    Rate and Maturities
- --------------------------------------------------------------------------------------
Distribution  Curtailments        Payoff        Next Weighted Avg.
Date          #    Balance      #  Balance      Coupon      Remit     WAM
- --------------------------------------------------------------------------------------
                                                       













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

Note: Foreclosure and REO Totals are excluded from the delinquencies.


- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 20 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                                            Delinquency Loan Detail


- -----------------------------------------------------------------------------------------------------------------------------------
                 Offering      # of                   Current   Outstanding   Status of   Resolution
                 Document      Months   Paid Through   P & I       P & I       Mortgage    Strategy     Servicing      Foreclosure
Loan Number   Cross-Reference  Delinq.      Date      Advances   Advances **   Loan (1)     Code (2)   Transfer Date      Date
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                            







- -----------------------------------------------------------------------------------------------------------------------------------
Totals
- -----------------------------------------------------------------------------------------------------------------------------------



- --------------------------------------------------------------
               Actual      Outstanding
              Principal     Servicing       Bankruptcy     REO
Loan Number    Balance      Advances          Date        Date
- --------------------------------------------------------------
                                              







- --------------------------------------------------------------
Totals
- --------------------------------------------------------------




- -------------------------------------------------------------------------------------------------------
                                      (1) Status of Mortgage Loan
                                      ---------------------------
                                                               
A - Payment Not Received        1 - One Month Delinquent             4 - Assumed Scheduled Payment
    But Still in Grace Period   2 - Two Months Delinquent                (Performing Matured Loan)
    Or Not Yet Due              3 - Three or More Months Delinquent  5 - Non Performing Matured Balloon
B - Late Payment But Less
    Than 1 Month Delinquent
0 - Current

                                     (2) Resolution Strategy Code
                                     ----------------------------
                                                               
1 - Modification                6 - DPO                              10 - Deed In Lieu Of
2 - Foreclosure                 7 - REO                                   Foreclosure
3 - Bankruptcy                  8 - Resolved                         11 - Full Payoff
4 - Extension                   9 - Pending Return                   12 - Reps and Warranties
5 - Note Sale                       to Master Servicer               13 - Other or TBD

** Outstanding P&I Advances include the current period advance.

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

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 21 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                                     Specially Serviced Loan Detail - Part 1


- ---------------------------------------------------------------------------------------------------------------------
                            Offering      Servicing    Resolution
Distribution    Loan        Document      Transfer      Strategy    Scheduled   Property          Interest    Actual
    Date        Number   Cross-Reference    Date         Code (1)    Balance    Type (2)   State    Rate     Balance
- ---------------------------------------------------------------------------------------------------------------------
                                                                                  







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



- ----------------------------------------------------------------------------
                   Net                                          Remaining
Distribution    Operating    NOI            Note    Maturity   Amortization
    Date          Income     Date    DSCR   Date      Date         Term
- ----------------------------------------------------------------------------
                                             







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


                                 (1) Resolution Strategy Code
                                 ----------------------------
                                                               
1 - Modification                6 - DPO                              10 - Deed in Lieu Of
2 - Foreclosure                 7 - REO                                   Foreclosure
3 - Bankruptcy                  8 - Resolved                         11 - Full Payoff
4 - Extension                   9 - Pending Return                   12 - Reps and Warranties
5 - Note Sale                       to Master Servicer               13 - Other or TBD


             (2) Property Type Code
             ----------------------
                             
MF - Multi-Family               OF - Office
RT - Retail                     MU - Mixed Use
HC - Health Care                LO - Lodging
IN - Industrial                 SS - Self Storage
WH - Warehouse                  OT - Other
MH - Mobile Home Park


- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 22 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                                      Specially Serviced Loan Detail - Part 2


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

                           Offering       Resolution      Site
Distribution   Loan        Document        Strategy    Inspection                 Appraisal   Appraisal      Other REO
    Date       Number   Cross-Reference    Code (1)       Date     Phase 1 Date     Date        Value     Property Revenue   Comment
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  

















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



                                     (1) Resolution Strategy Code
                                     ----------------------------

                                                               
1 - Modification                6 - DPO                              10 - Deed in Lieu Of
2 - Foreclosure                 7 - REO                                   Foreclosure
3 - Bankruptcy                  8 - Resolved                         11 - Full Payoff
4 - Extension                   9 - Pending Return                   12 - Reps and Warranties
5 - Note Sale                       to Master Servicer               13 - Other or TBD


- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 23 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                                              Advance Summary




                                                                     Current Period Interest
             Current P&I   Outstanding P&I   Outstanding Servicing    on P&I and Servicing
Loan Group    Advances        Advances             Advances               Advances Paid
- ----------   -----------   ---------------   ---------------------   -----------------------
                                                         
         1          0.00              0.00                    0.00                      0.00
         2          0.00              0.00                    0.00                      0.00
- ----------   -----------   ---------------   ---------------------   -----------------------
Totals              0.00              0.00                    0.00                      0.00







- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 24 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                                             Modified Loan Detail


- -----------------------------------------------------------------------------------------------------------------------------------
          Offering
Loan      Document       Pre-Modification   Post-Modification  Pre-Modification  Post-Modification   Modification   Modification
Number  Cross-Reference      Balance             Balance        Interest Rate      Interest Rate          Date      Description
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                               






















- -----------------------------------------------------------------------------------------------------------------------------------
Totals
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 25 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                                       Historical Liquidated Loan Detail


- -------------------------------------------------------------------------------------------------------------------------
                                    Beginning           Fees,         Most Recent      Gross Sales       Net Proceeds
Distribution                        Scheduled         Advances,        Appraised       Proceeds or       Received on
Date               ODCR              Balance        and Expenses *    Value or BPO    Other Proceeds     Liquidation
- -------------------------------------------------------------------------------------------------------------------------
                                                                                      











- -------------------------------------------------------------------------------------------------------------------------
Current Total
- -------------------------------------------------------------------------------------------------------------------------
Cumulative Total
- -------------------------------------------------------------------------------------------------------------------------


- -------------------------------------------------------------------------------------------------------------------------
                   Net Proceeds                   Date of Current   Current Period   Cumulative         Loss to Loan
Distribution       Available for       Realized     Period Adj.       Adjustment     Adjustment           with Cum
Date               Distribution     Loss to Trust     to Trust        to Trust       to Trust           Adj. to Trust
- ---------------------------------------------------------------- --------------------------------------------------------
                                                                                      











- ---------------------------------------------------------------------------------------------------------------------------------
Current Total
- ---------------------------------------------------------------------------------------------------------------------------------
Cumulative Total
- ---------------------------------------------------------------------------------------------------------------------------------

* Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).



- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 26 of 31




                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                        Historical Bond/Collateral Realized Loss Reconciliation Detail




                  Offering         Beginning        Aggregate     Prior Realized       Amounts         Interest      Modification
Distribution      Document          Balance       Realized Loss    Loss Applied       Covered By     (Shortages)/     /Appraisal
    Date       Cross-Reference   at Liquidation     on Loans      to Certificates   Credit Support     Excesses     Reduction Adj.
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                               

















- ------------------------------------------------------------------------------------------------------------------------------------
Totals
- ------------------------------------------------------------------------------------------------------------------------------------


                Additional       Realized Loss        Recoveries of       (Recoveries)/
Distribution   (Recoveries)        Applied to        Realized Losses    Losses Applied to
    Date        /Expenses     Certificates to Date    Paid as Cash     Certificate Interest
- -------------------------------------------------------------------------------------------
                                                           

















- -------------------------------------------------------------------------------------------
Totals
- -------------------------------------------------------------------------------------------


- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 27 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                                         Interest Shortfall Reconciliation Detail - Part 1




   Offering       Stated Principal   Current Ending        Special Servicing Fees                               Non-Recoverable
   Document          Balance at        Scheduled      --------------------------------                            (Scheduled
Cross-Reference     Contribution        Balance       Monthly   Liquidation   Work Out   ASER   (PPIS) Excess      Interest)
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                        



- ----------------------------------------------------------------------------------------------------------------------------------
Totals
- ----------------------------------------------------------------------------------------------------------------------------------



   Offering                     Modified Interest
   Document       Interest on   Rate (Reduction)
Cross-Reference    Advances          /Excess
- -------------------------------------------------
                          



- -------------------------------------------------
Totals
- -------------------------------------------------



- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 28 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                                         Interest Shortfall Reconciliation Detail - Part 2



                                                      Reimb of Advances to the Servicer
   Offering       Stated Principal   Current Ending   ---------------------------------
   Document          Balance at        Scheduled                      Left to Reimburse   Other (Shortfalls)/
Cross-Reference     Contribution        Balance       Current Month    Master Servicer          Refunds         Comments
- ------------------------------------------------------------------------------------------------------------------------
                                                                                              













Totals
- ------------------------------------------------------------------------------------------------------------------------
Interest Shortfall Reconciliation Detail Part 2 Total       0.00
- ------------------------------------------------------------------------------------------------------------------------
Interest Shortfall Reconciliation Detail Part 1 Total       0.00
- ------------------------------------------------------------------------------------------------------------------------
Total Interest Shortfall Allocated to Trust                 0.00
- ------------------------------------------------------------------------------------------------------------------------


- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 29 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                                                   Defeased Loan Detail



- -----------------------------------------------------------------------------------------------------------------------------------
                    Offering Document        Ending Scheduled
Loan Number          Cross-Reference               Balance             Maturity Date          Note Rate        Defeasance Status
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                















- -----------------------------------------------------------------------------------------------------------------------------------
  Totals
- -----------------------------------------------------------------------------------------------------------------------------------



- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 30 of 31



                                                                               
       ---------                                                                     ----------------------------------------------
       |[WELLS |                                                                     | For Additional Information, please contact |
       | FARGO |                  Credit Suisse Commercial Mortgage Trust            |          CTSLink Customer Service          |
       | LOGO] |                Commercial Mortgage Pass-Through Certificates        |              1-866-846-4526                |
       ---------                               Series 2008-C1                        |  Reports Available @ www.ctslink.com/cmbs  |
Wells Fargo Bank, N.A.                                                               ----------------------------------------------
Corporate Trust Services                                                               Payment Date:                   05/16/2008
8480 Stagecoach Circle                                                                 Record Date:                    04/30/2008
Frederick, MD 21701-4747                                                               Determination Date:             05/12/2008
- -----------------------------------------------------------------------------------------------------------------------------------

                                                   Supplemental Reporting

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

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

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



















- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Page 31 of 31







                                  EXHIBIT F-1A

                        FORM I OF TRANSFEROR CERTIFICATE
                  FOR TRANSFERS OF NON-REGISTERED CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.,
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services, CSMC 2008-C1

[OR OTHER CERTIFICATE REGISTRAR]

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2008-C1,
                  Class ______, [having an initial aggregate Certificate
                  [Principal Balance] [Notional Amount] as of April 18, 2008
                  (the "Closing Date") of $__________] [evidencing a ____%
                  Percentage Interest in the related Class] (the "Transferred
                  Certificates")

Dear Sirs:

        This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement, dated as of April 1, 2008 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor (the "Depositor"), KeyCorp Real Estate Capital Markets, Inc., as
master servicer (the "Master Servicer"), Midland Loan Services, Inc., as special
servicer (the "Special Servicer"), and Wells Fargo Bank, N.A., as trustee (the
"Trustee"). All capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Depositor and the Trustee, that:

        1. The Transferor is the lawful owner of the Transferred Certificates
with the full right to transfer such Certificates free from any and all claims
and encumbrances whatsoever.

        2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security by means of general
advertising or in any other manner, or (e) taken any other action with respect
to any Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred Certificates under the Securities Act of 1933, as amended (the
"Securities Act"), or would render the disposition of the Transferred
Certificates a violation of Section 5 of the Securities Act or any state
securities laws, or would require registration or qualification of the
Transferred Certificates pursuant to the Securities Act or any state securities
laws.

        3. The Transferor and any person acting on behalf of the Transferor in
this matter reasonably believe that the Transferee is a "qualified institutional
buyer" as that term is defined in Rule 144A ("Rule 144A") under the Securities
Act (a "Qualified Institutional Buyer") purchasing for its own account or for
the account of another person that is itself a Qualified Institutional Buyer. In
determining whether the Transferee is a Qualified Institutional Buyer, the
Transferor and any person acting on behalf of the Transferor in this matter has
relied upon the following method(s) of establishing the Transferee's ownership
and discretionary investments of securities (check one or more):

        ___    (a) The Transferee's most recent publicly available financial
               statements, which statements present the information as of a date
               within 16 months preceding the date of sale of the Transferred
               Certificates in the case of a U.S. purchaser and within 18 months
               preceding such date of sale in the case of a foreign purchaser;
               or

        ___    (b) The most recent publicly available information appearing in
               documents filed by the Transferee with the Securities and
               Exchange Commission or another United States federal, state, or
               local governmental agency or self-regulatory organization, or
               with a foreign governmental agency or self-regulatory
               organization, which information is as of a date within 16 months
               preceding the date of sale of the Transferred Certificates in the
               case of a U.S. purchaser and within 18 months preceding such date
               of sale in the case of a foreign purchaser; or

        ___    (c) The most recent publicly available information appearing in a
               recognized securities manual, which information is as of a date
               within 16 months preceding the date of sale of the Transferred
               Certificates in the case of a U.S. purchaser and within 18 months
               preceding such date of sale in the case of a foreign purchaser;
               or

        ___    (d) A certification by the chief financial officer, a person
               fulfilling an equivalent function, or other executive officer of
               the Transferee, specifying the amount of securities owned and
               invested on a discretionary basis by the Transferee as of a
               specific date on or since the close of the Transferee's most
               recent fiscal year, or, in the case of a Transferee that is a
               member of a "family of investment companies," as that term is
               defined in Rule 144A, a certification by an executive officer of
               the investment adviser specifying the amount of securities owned
               by the "family of investment companies" as of a specific date on
               or since the close of the Transferee's most recent fiscal year.

        ___    (e) Other. (Please specify brief description of method)
                   _____________________________________________________________
                   _____________________________________________________________

        4. The Transferor and any person acting on behalf of the Transferor
understand that in determining the aggregate amount of securities owned and
invested on a discretionary basis by an entity for purposes of establishing
whether such entity is a Qualified Institutional Buyer:

        (a) the following instruments and interests shall be excluded:
securities of issuers that are affiliated with such entity; securities that are
part of an unsold allotment to or subscription by such entity, if such entity is
a dealer; securities of issuers that are part of such entity's "family of
investment companies," if such entity is a registered investment company; bank
deposit notes and certificates of deposit; loan participations; repurchase
agreements; securities owned but subject to a repurchase agreement; and
currency, interest rate and commodity swaps;

        (b) the aggregate value of the securities shall be the cost of such
securities, except where the entity reports its securities holdings in its
financial statements on the basis of their market value, and no current
information with respect to the cost of those securities has been published, in
which case the securities may be valued at market; and

        (c) securities owned by subsidiaries of the entity that are consolidated
with the entity in its financial statements prepared in accordance with
generally accepted accounting principles may be included if the investments of
such subsidiaries are managed under the direction of the entity, except that,
unless the entity is a reporting company under Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, securities owned by such
subsidiaries may not be included if the entity itself is a majority-owned
subsidiary that would be included in the consolidated financial statements of
another enterprise.

        5. The Transferor or a person acting on its behalf has taken reasonable
steps to ensure that the Transferee is aware that the Transferor is relying on
the exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A.

        6. The Transferor or a person acting on its behalf has furnished, or
caused to be furnished, to the Transferee all information regarding (a) the
Depositor, (b) the Transferred Certificates and distributions thereon, (c) the
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement, and (e) all related matters, that the Transferee has
requested.



                                          Very truly yours,


                                          ______________________________________
                                          (Transferor)

                                          By: __________________________________
                                          Name: ________________________________
                                          Title: _______________________________





                                  EXHIBIT F-1B

                        FORM II OF TRANSFEROR CERTIFICATE
                  FOR TRANSFERS OF NON-REGISTERED CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.,
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services, CSMC 2008-C1

[OR OTHER CERTIFICATE REGISTRAR]

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2008-C1,
                  Class ______ Certificates [having an initial aggregate
                  Certificate [Principal Balance] [Notional Amount] as of April
                  18, 2008 (the "Closing Date") of $__________] [evidencing a
                  ____% Percentage Interest in the related Class] (the
                  "Transferred Certificates")

Dear Sirs:

        This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement, dated as of April 1, 2008 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor (the "Depositor"), KeyCorp Real Estate Capital Markets, Inc., as
master servicer (the "Master Servicer"), Midland Loan Services, Inc., as special
servicer (the "Special Servicer"), and Wells Fargo Bank, N.A., as trustee (the
"Trustee"). All capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Depositor and the Trustee, that:

        1. The Transferor is the lawful owner of the Transferred Certificates
with the full right to transfer such Certificates free from any and all claims
and encumbrances whatsoever.

        2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security by means of general
advertising or in any other manner, or (e) taken any other action with respect
to any Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred Certificates under the Securities Act of 1933, as amended (the
"Securities Act"), would render the disposition of the Transferred Certificates
a violation of Section 5 of the Securities Act or any state securities laws, or
would require registration or qualification of the Transferred Certificates
pursuant to the Securities Act or any state securities laws.



                                          Very truly yours,


                                          ______________________________________
                                          (Transferor)

                                          By: __________________________________
                                          Name: ________________________________
                                          Title: _______________________________





                                  EXHIBIT F-1C

                        FORM I OF TRANSFEROR CERTIFICATE
        FOR TRANSFERS OF INTERESTS IN GLOBAL CERTIFICATES FOR CLASSES OF
                           NON-REGISTERED CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.,
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services, CSMC 2008-C1

[OR OTHER CERTIFICATE REGISTRAR]

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2008-C1,
                  Class ____, having an initial aggregate Certificate [Principal
                  Balance] [Notional Amount] as of April 18, 2008 (the "Issue
                  Date") of $__________ (the "Transferred Certificates")

Ladies and Gentlemen:

        This letter is delivered to you in connection with the transfer by
______________________ (the "Transferor") to ______________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of April 1, 2008 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor (the "Depositor"), KeyCorp
Real Estate Capital Markets, Inc., as master servicer (the "Master Servicer"),
Midland Loan Services, Inc., as special servicer (the "Special Servicer"), and
Wells Fargo Bank, N.A., as trustee (the "Trustee"). All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Certificate Registrar, and for the benefit of the
Depositor and the Trustee, that:

        1. The Transferor is the lawful owner of the Transferred Certificates
with the full right to transfer such Certificates free from any and all claims
and encumbrances whatsoever.

        2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security by means of general
advertising or in any other manner, or (e) taken any other action with respect
to any Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred Certificates under the Securities Act of 1933, as amended (the
"Securities Act"), would render the disposition of the Transferred Certificates
a violation of Section 5 of the Securities Act or any state securities laws, or
would require registration or qualification of the Transferred Certificates
pursuant to the Securities Act or any state securities laws.


                                          Very truly yours,


                                          ______________________________________
                                          (Transferor)

                                          By: __________________________________
                                          Name: ________________________________
                                          Title: _______________________________





                                  EXHIBIT F-1D

                        FORM II OF TRANSFEROR CERTIFICATE
        FOR TRANSFERS OF INTERESTS IN GLOBAL CERTIFICATES FOR CLASSES OF
                           NON-REGISTERED CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.,
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services, CSMC 2008-C1

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2008-C1,
                  Class ____, having an initial aggregate Certificate [Principal
                  Balance] [Notional Amount] as of April 18, 2008 (the "Issue
                  Date") of $__________ (the "Transferred Certificates")

Ladies and Gentlemen:

        This letter is delivered to you in connection with the transfer by
______________________ (the "Transferor") to ______________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of April 1, 2008 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor (the "Depositor"), KeyCorp
Real Estate Capital Markets, Inc., as master servicer (the "Master Servicer"),
Midland Loan Services, Inc., as special servicer (the "Special Servicer"), and
Wells Fargo Bank, N.A., as trustee (the "Trustee"). All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Certificate Registrar, and for the benefit of the
Depositor and the Trustee, that:

        1. The Transferor is the lawful owner of the Transferred Certificates
with the full right to transfer such Certificates free from any and all claims
and encumbrances whatsoever.

        2. At the time the buy order was originated, the Transferor reasonably
believed that the Transferee was outside the United States, its territories and
possessions.

        3. If the Transferor is a distributor (within the meaning of Rule 902(d)
under the Securities Act of 1933, as amended (the "Securities Act")) with
respect to the Transferred Certificates, or an affiliate of such a distributor
or of the Depositor, or a person acting on behalf of such a distributor, the
Depositor or any affiliate of such distributor or of the Depositor, then:

        (a) the sale of the Transferred Certificates by the Transferor to the
Transferee will be executed in, on or through a physical trading floor of an
established foreign securities exchange that is located outside the United
States, its territories and possessions;

        (b) no directed selling efforts (within the meaning of Rule 902(c) under
the Securities Act) have been made in the United States, its territories and
possessions, with respect to the Transferred Certificates by the Transferor, any
of its affiliates, or any person acting on behalf of any of the foregoing;

        (c) all offers and sales, if any, of the Transferred Certificates by or
on behalf of the Transferor prior to the expiration of the distribution
compliance period specified in category 2 or 3 (paragraph (b)(2) or (b)(3)) in
Rule 903 under the Securities Act, as applicable, have been and will be made
only in accordance with the provisions of Rule 903 or Rule 904 under the
Securities Act, pursuant to registration of the Transferred Certificates under
the Securities Act, or pursuant to an available exemption from the registration
requirements of the Securities Act;

        (d) all offering materials and documents (other than press releases), if
any, used in connection with offers and sales of the Transferred Certificates by
or on behalf of the Transferor prior to the expiration of the distribution
compliance period specified in category 2 or 3 (paragraph (b)(2) or (b)(3)) in
Rule 903 under the Securities Act, as applicable, complied with the requirements
of Rule 902(g)(2) under the Securities Act; and

        (e) if the Transferee is a distributor, a dealer or a person receiving a
selling concession, a fee or other remuneration and the offer or sale of the
Transferred Certificates thereto occurs prior to the expiration of the
applicable 40-day distribution compliance period, the Transferor has sent a
confirmation or other notice to the Transferee that the Transferee is subject to
the same restrictions on offers and sales that apply to a distributor.

        4. If the Transferor is not a distributor with respect to the
Transferred Certificates or an affiliate of such a distributor or of the
Depositor or acting on behalf of such a distributor, the Depositor or any
affiliate of such a distributor or of the Depositor, then:

        (a) the sale of the Transferred Certificates by the Transferor to the
Transferee will be executed in, on or through the facilities of a designated
offshore securities market described in paragraph (b) of Rule 902 under the
Securities Act, and neither the Transferor nor anyone acting on its behalf knows
that such transaction has been prearranged with a buyer in the United States,
its territories and possessions;

        (b) no directed selling efforts (within the meaning of Rule 902(c) under
the Securities Act) have been made in the United States, its territories and
possessions, with respect to the Transferred Certificates by the Transferor, any
of its affiliates, or any person acting on behalf of any of the foregoing;

        (c) if the Transferee is a dealer or a person receiving a selling
concession, a fee or other remuneration and the offer or sale of the Transferred
Certificates thereto occurs prior to the expiration of the applicable 40-day
distribution compliance period, the Transferor has sent a confirmation or other
notice to the Transferee stating that the Transferred Certificates may be
offered and sold during the distribution compliance period only in accordance
with the provisions of Regulation S under the Securities Act, pursuant to
registration of the Transferred Certificates under the Securities Act or
pursuant to an available exemption from the registration requirements of the
Securities Act.


                                          Very truly yours,


                                          ______________________________________
                                          (Transferor)

                                          By: __________________________________
                                          Name: ________________________________
                                          Title: _______________________________




                                  EXHIBIT F-2A

                FORM I OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF
                NON-REGISTERED CERTIFICATES HELD IN PHYSICAL FORM

                                     [Date]

Wells Fargo Bank, N.A.,
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services, CSMC 2008-C1

[OR OTHER CERTIFICATE REGISTRAR]

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Commercial Mortgage Pass-Through Certificates, Series 2008-C1,
                  Class ______ Certificates [having an initial aggregate
                  Certificate [Principal Balance] [Notional Amount] as of April
                  18, 2008 (the "Closing Date") of $__________] [evidencing a
                  ____% Percentage Interest in the related Class] (the
                  "Transferred Certificates")

Dear Sirs:

        This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement, dated as of April 1, 2008 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor (the "Depositor"), KeyCorp Real Estate Capital Markets, Inc., as
master servicer (the "Master Servicer"), Midland Loan Services, Inc., as special
servicer (the "Special Servicer"), and Wells Fargo Bank, N.A., as trustee (the
"Trustee"). All capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Depositor and the Trustee, that:

        1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act of 1933, as amended (the "Securities Act"), and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and
Annex 2. The Transferee is aware that the sale to it is being made in reliance
on Rule 144A. The Transferee is acquiring the Transferred Certificates for its
own account or for the account of another Qualified Institutional Buyer, and
understands that such Transferred Certificates may be resold, pledged or
transferred only (a) to a person reasonably believed to be a Qualified
Institutional Buyer that purchases for its own account or for the account of
another Qualified Institutional Buyer and to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act.

        2. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
the nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust created pursuant thereto, and (e) all related
matters, that it has requested.

        3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.

        4. Check one of the following:*

           [_]      The Transferee is a U.S. Person (as defined below) and it
                    has attached hereto an Internal Revenue Service ("IRS") Form
                    W-9 (or successor form).

           [_]      The Transferee is not a U.S. Person and under applicable law
                    in effect on the date hereof, no taxes will be required to
                    be withheld by the Trustee (or its agent) with respect to
                    distributions to be made on the Certificate. The Transferee
                    has attached hereto [(i) a duly executed IRS Form W-8BEN (or
                    successor form), which identifies such Transferee as the
                    beneficial owner of the Certificate and states that such
                    Transferee is not a U.S. Person, (ii) IRS Form W-8IMY (with
                    all appropriate attachments) or (iii)]** two duly executed
                    copies of IRS Form W-8ECI (or successor form), which
                    identify such Transferee as the beneficial owner of the
                    Certificate and state that interest and original issue
                    discount on the Certificate and Permitted Investments is, or
                    is expected to be, effectively connected with a U.S. trade
                    or business. The Transferee agrees to provide to the
                    Certificate Registrar updated [IRS Form W-8BEN, IRS Form
                    W-8IMY or]** IRS Form W-8ECI, [as the case may be,]** any
                    applicable successor IRS forms, or such other certifications
                    as the Certificate Registrar may reasonably request, on or
                    before the date that any such IRS form or certification
                    expires or becomes obsolete, or promptly after the
                    occurrence of any event requiring a change in the most
                    recent IRS form of certification furnished by it to the
                    Certificate Registrar. [The Transferee hereby consents to
                    any such IRS form or certification being provided to the
                    Swap Counterparty.]***

           For this purpose, "U.S. Person" means citizen or resident of the
           United States, a corporation, partnership (except to the extent
           provided in applicable Treasury regulations) or other entity
           (including any entity treated as a corporation or partnership for
           federal income tax purposes) created or organized in, or under the
           laws of, the United States, any State or the District of Columbia, or
           an estate whose income is includible in gross income for United
           States federal income tax purposes regardless of its source, or a
           trust if a court within the United States is able to exercise primary
           supervision over the administration of the trust and one or more U.S.
           Persons have the authority to control all substantial decisions of
           the trust, all within the meaning of Section 7701(a)(30) of the Code
           (including certain trusts in existence on August 20, 1996 that are
           eligible to elect to be treated as U.S. Persons).

                                          Very truly yours,


                                          ______________________________________
                                          (Transferor)

                                          By: __________________________________
                                          Name: ________________________________
                                          Title: _______________________________



                             Nominee Acknowledgment
                             ----------------------

        The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.


                                          ______________________________________
                                          (Nominee)

                                          By: __________________________________
                                          Name: ________________________________
                                          Title: _______________________________


- ---------------------------------
* Each Transferee must include one of the two alternative certifications.

** Does not apply to a transfer of Class R or Class LR Certificates.

*** Applies only to transfers of Class A-2FL Certificates.




                                                         ANNEX 1 TO EXHIBIT F-2A
                                                         -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [For Transferees Other Than Registered Investment Companies]

        The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and [name of Certificate Registrar], as Certificate Registrar,
with respect to the mortgage pass-through certificates (the "Transferred
Certificates") described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

        1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").

        2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended,
because (i) [the Transferee] [each of the Transferee's equity owners] owned
and/or invested on a discretionary basis $______________________(1) in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

        ___    Corporation, etc. The Transferee is a corporation (other than a
               bank, savings and loan association or similar institution),
               Massachusetts or similar business trust, partnership, or any
               organization described in Section 501(c)(3) of the Internal
               Revenue Code of 1986.

        ___    Bank. The Transferee (a) is a national bank or a banking
               institution organized under the laws of any State, U.S. territory
               or the District of Columbia, the business of which is
               substantially confined to banking and is supervised by the state
               or territorial banking commission or similar official or is a
               foreign bank or equivalent institution, and (b) has an audited
               net worth of at least $25,000,000 as demonstrated in its latest
               annual financial statements, a copy of which is attached hereto,
               as of a date not more than 16 months preceding the date of sale
               of the Transferred Certificates in the case of a U.S. bank, and
               not more than 18 months preceding such date of sale in the case
               of a foreign bank or equivalent institution.

        ___    Savings and Loan. The Transferee (a) is a savings and loan
               association, building and loan association, cooperative bank,
               homestead association or similar institution, which is supervised
               and examined by a state or federal authority having supervision
               over any such institutions or is a foreign savings and loan
               association or equivalent institution and (b) has an audited net
               worth of at least $25,000,000 as demonstrated in its latest
               annual financial statements, a copy of which is attached hereto,
               as of a date not more than 16 months preceding the date of sale
               of the Transferred Certificates in the case of a U.S. savings and
               loan association, and not more than 18 months preceding such date
               of sale in the case of a foreign savings and loan association or
               equivalent institution.

        ___    Broker-dealer. The Transferee is a dealer registered pursuant to
               Section 15 of the Securities Exchange Act of 1934, as amended.

        ___    Insurance Company. The Transferee is an insurance company whose
               primary and predominant business activity is the writing of
               insurance or the reinsuring of risks underwritten by insurance
               companies and which is subject to supervision by the insurance
               commissioner or a similar official or agency of a State, U.S.
               territory or the District of Columbia.

        ___    State or Local Plan. The Transferee is a plan established and
               maintained by a State, its political subdivisions, or any agency
               or instrumentality of the State or its political subdivisions,
               for the benefit of its employees.

        ___    ERISA Plan. The Transferee is an employee benefit plan within the
               meaning of Title I of the Employee Retirement Income Security Act
               of 1974.

        ___    Investment Advisor. The Transferee is an investment advisor
               registered under the Investment Advisers Act of 1940, as amended.

        ___    QIB Subsidiary. All of the Transferee's equity owners are
               "qualified institutional buyers" within the meaning of Rule 144A.

        ___    Other. (Please supply a brief description of the entity and a
               cross-reference to the paragraph and subparagraph under
               subsection (a)(1) of Rule 144A pursuant to which it qualifies.
               Note that registered investment companies should complete Annex 2
               rather than this Annex 1.) ______________________________________
               _________________________________________________________________
               _________________________________________________________________

        3. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee did not
include (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

        4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any Person, the Transferee used the
cost of such securities to such Person, unless such Person reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of such Person, but only if such subsidiaries
are consolidated with such Person in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under such Person's direction. However, such
securities were not included if such Person is a majority-owned, consolidated
subsidiary of another enterprise and such Person is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.

        5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.

        ___ ___  Will the Transferee be purchasing the Transferred Certificates
        Yes  No  only for the Transferee's own account?

        6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

        7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.

        8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.


                                          ______________________________________
                                          Print Name of Transferee

                                          By: __________________________________
                                          Name: ________________________________
                                          Title:________________________________


- -----------------------
(1)     Transferee or each of its equity owners must own and/or invest on a
        discretionary basis at least $100,000,000 in securities unless
        Transferee or any such equity owner, as the case may be, is a dealer,
        and, in that case, Transferee or such equity owner, as the case may be,
        must own and/or invest on a discretionary basis at least $10,000,000 in
        securities.




                                                         ANNEX 2 TO EXHIBIT F-2A
                                                         -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [For Transferees That Are Registered Investment Companies]

        The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and [name of Certificate Registrar], as Certificate Registrar,
with respect to the mortgage pass-through certificates (the "Transferred
Certificates") described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

        1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A ("Rule 144A") under the Securities Act of 1933, as amended, because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

        2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, as amended, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used, unless the
Transferee or any member of the Transferee's Family of Investment Companies, as
the case may be, reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the
cost of those securities has been published, in which case the securities of
such entity were valued at market.

        ____   The Transferee owned and/or invested on a discretionary basis
               $___________________ in securities (other than the excluded
               securities referred to below) as of the end of the Transferee's
               most recent fiscal year (such amount being calculated in
               accordance with Rule 144A).

        ____   The Transferee is part of a Family of Investment Companies which
               owned in the aggregate $______________ in securities (other than
               the excluded securities referred to below) as of the end of the
               Transferee's most recent fiscal year (such amount being
               calculated in accordance with Rule 144A).

        3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

        4. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

        5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.

        ___   ___  Will the Transferee be purchasing the Transferred
        Yes    No  Certificates only for the Transferee's own account?

        6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

        7. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.

        8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.

                                          Print Name of Transferee or Adviser

                                          By: __________________________________
                                          Name: ________________________________
                                          Title: _______________________________

                                          IF AN ADVISER:

                                          Print Name of Transferee



                                          Date: ________________________________




                                  EXHIBIT F-2B

               FORM II OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF
                NON-REGISTERED CERTIFICATES HELD IN PHYSICAL FORM

                                     [Date]

Wells Fargo Bank, N.A.,
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services, CSMC 2008-C1

[OR OTHER CERTIFICATE REGISTRAR]

            Re: Credit Suisse First Boston Mortgage Securities Corp., Commercial
                Mortgage Pass-Through Certificates, Series 2008-C1, Class ______
                [having an initial aggregate Certificate [Principal Balance]
                [Notional Amount] as of April 18, 2008 (the "Closing Date") of
                $__________] [evidencing a ____% Percentage Interest in the
                related Class] (the "Transferred Certificates")

Ladies and Gentlemen:

        This letter is delivered to you in connection with the transfer by
_______________________ (the "Transferor") to _______________________________
(the "Transferee") of the Transferred Certificates pursuant to Section 5.02 of
the Pooling and Servicing Agreement, dated as of April 1, 2008 (the "Pooling and
Servicing Agreement"), among Credit Suisse First Boston Mortgage Securities
Corp. as depositor (the "Depositor"), KeyCorp Real Estate Capital Markets, Inc.,
as master servicer (the "Master Servicer"), Midland Loan Services, Inc., as
special servicer (the "Special Servicer"), and Wells Fargo Bank, N.A., as
trustee (the "Trustee"). All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants to
you, as Certificate Registrar, and for the benefit of the Depositor and the
Trustee, that:

        1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereon, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.

        2. Transferee understands that (a) the Transferred Certificates have not
been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) neither the Depositor
nor the Trustee is obligated so to register or qualify the Transferred
Certificates, and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or
qualified pursuant to any applicable state securities laws or (ii) sold or
transferred in a transaction which is exempt from such registration and
qualification and the Certificate Registrar has received (A) a certificate from
the prospective transferor substantially in the form attached as Exhibit F-1A to
the Pooling and Servicing Agreement; (B) a certificate from the prospective
transferor substantially in the form attached as Exhibit F-1B to the Pooling and
Servicing Agreement and a certificate from the prospective transferee
substantially in the form attached either as Exhibit F-2A or as Exhibit F-2B to
the Pooling and Servicing Agreement; or (C) an Opinion of Counsel satisfactory
to the Certificate Registrar that the transfer may be made without registration
under the Securities Act, together with the written certification(s) as to the
facts surrounding the transfer from the prospective transferor and/or
prospective transferee upon which such Opinion of Counsel is based.

        3. The Transferee understands that it may not sell or otherwise transfer
the Transferred Certificates, any security issued in exchange therefor or in
lieu thereof or any interest in the foregoing except in compliance with the
provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:

            THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
            SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER
            DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
            REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
            WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN
            ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
            SERVICING AGREEMENT REFERRED TO HEREIN.

            NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE
            TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
            ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
            INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975
            OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
            ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT,
            SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR (B) ANY
            PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
            ANY INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE
            OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE
            BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE
            PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
            REFERRED TO HEREIN.

        4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation by means of general advertising or in any other manner, or (e)
taken any other action, that (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of the
Transferred Certificates under the Securities Act, would render the disposition
of the Transferred Certificates a violation of Section 5 of the Securities Act
or any state securities law or would require registration or qualification of
the Transferred Certificates pursuant thereto. The Transferee will not act, nor
has it authorized nor will it authorize any person to act, in any manner set
forth in the foregoing sentence with respect to the Transferred Certificates,
any interest in the Transferred Certificates or any other similar security.

        5. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust created pursuant thereto and (e) all related
matters, that it has requested.

        6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501(a) under the Securities Act or an
entity in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.

        7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.

        8. Check one of the following:*

           [_]        The Transferee is a U.S. Person (as defined below) and it
                      has attached hereto an Internal Revenue Service ("IRS")
                      Form W-9 (or successor form).

           [_]        The Transferee is not a U.S. Person and under applicable
                      law in effect on the date hereof, no taxes will be
                      required to be withheld by the Trustee (or its agent) with
                      respect to distributions to be made on the Certificate.
                      The Transferee has attached hereto [(i) a duly executed
                      IRS Form W-8BEN (or successor form), which identifies such
                      Transferee as the beneficial owner of the Certificate and
                      states that such Transferee is not a U.S. Person, (ii) IRS
                      Form W-8IMY (with all appropriate attachments) or (iii)]**
                      two duly executed copies of IRS Form W-8ECI (or successor
                      form), which identify such Transferee as the beneficial
                      owner of the Certificate and state that interest and
                      original issue discount on the Certificate and Permitted
                      Investments is, or is expected to be, effectively
                      connected with a U.S. trade or business. The Transferee
                      agrees to provide to the Certificate Registrar updated
                      [IRS Form W-8BEN, IRS Form W-8IMY or]** IRS Form W-8ECI,
                      [as the case may be,]** any applicable successor IRS
                      forms, or such other certifications as the Certificate
                      Registrar may reasonably request, on or before the date
                      that any such IRS form or certification expires or becomes
                      obsolete, or promptly after the occurrence of any event
                      requiring a change in the most recent IRS form of
                      certification furnished by it to the Certificate
                      Registrar. [The Transferee hereby consents to any such IRS
                      form or certification being provided to the Swap
                      Counterparty.]***

               For this purpose, "U.S. Person" means citizen or resident of the
               United States, a corporation, partnership (except to the extent
               provided in applicable Treasury regulations) or other entity
               (including any entity treated as a corporation or partnership for
               federal income tax purposes) created or organized in, or under
               the laws of, the United States, any State or the District of
               Columbia, or an estate whose income is includible in gross income
               for United States federal income tax purposes regardless of its
               source, or a trust if a court within the United States is able to
               exercise primary supervision over the administration of the trust
               and one or more U.S. Persons have the authority to control all
               substantial decisions of the trust, all within the meaning of
               Section 7701(a)(30) of the Code (including certain trusts in
               existence on August 20, 1996 that are eligible to elect to be
               treated as U.S. Persons).


                                          Very truly yours,

                                          By: __________________________________
                                              (Transferee)

                                          Name:
                                          Title:

                             Nominee Acknowledgment
                             ----------------------

        The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.


                                          ______________________________________
                                          (Nominee)

                                          By: __________________________________
                                          Name:
                                          Title:



- --------------------
* Each Transferee must include one of the two alternative certifications.

** Does not apply to a transfer of Class R or Class LR Certificates.

*** Applies only to transfers of Class A-2FL Certificates.





                                  EXHIBIT F-2C

                        FORM I OF TRANSFEREE CERTIFICATE
            FOR TRANSFERS OF INTERESTS IN NON-REGISTERED CERTIFICATES
                             HELD IN BOOK-ENTRY FORM

                                     [Date]

[TRANSFEROR]

                Re: Credit Suisse First Boston Mortgage Securities Corp.,
                    Commercial Mortgage Pass-Through Certificates, Series
                    2008-C1, Class ______ (the "Certificates") having an initial
                    aggregate Certificate [Principal Balance] [Notional Amount]
                    as of April 18, 2008 (the "Closing Date") of $__________
                    (the "Transferred Certificates")

Ladies and Gentlemen:

        This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee")
through our respective Depository Participants of the Transferor's beneficial
ownership interest (currently maintained on the books and records of The
Depository Trust Company ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of April 1, 2008 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor (the "Depositor"), KeyCorp
Real Estate Capital Markets, Inc., as master servicer (the "Master Servicer"),
Midland Loan Services, Inc., as special servicer (the "Special Servicer"), and
Wells Fargo Bank, N.A., as trustee (the "Trustee"). All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to and agrees with you, and for the benefit of the Depositor, the
Trustee and the Certificate Registrar, that:

        1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act of 1933, as amended (the "Securities Act") and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and
Annex 2. The Transferee is aware that the Transfer to it of the Transferor's
interest in the Transferred Certificates is being made in reliance on Rule 144A.
The Transferee is acquiring such interest in the Transferred Certificates for
its own account or for the account of a Qualified Institutional Buyer.

        2. The Transferee understands that (a) the Transferred Certificates have
not been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) neither the Depositor
nor the Trustee is obligated so to register or qualify the Transferred
Certificates, and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or
qualified pursuant any applicable state securities laws or (ii) sold or
transferred in transactions which are exempt from such registration and
qualification.

        3. The Transferee understands that it may not sell or otherwise transfer
any Transferred Certificate, any security issued in exchange therefor or in lieu
thereof or any interest in the foregoing except in compliance with the
provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that each Transferred Certificate will
bear the following legends:

               THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
               SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
               SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR
               OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN
               WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
               TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
               QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
               5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

               NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE
               MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
               ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
               INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
               4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
               "CODE"), OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
               MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR
               THE CODE, OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
               PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF,
               AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
               RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT,
               EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
               POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

        4. The Transferee has been furnished with all information regarding (a)
The Depositor, (b) the Transferred Certificates and distributions thereon, (c)
the nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement, and (e) all related matters, that it has requested.

        5. Check one of the following:*

           [_]        The Transferee is a U.S. Person (as defined below) and it
                      has attached hereto an Internal Revenue Service ("IRS")
                      Form W-9 (or successor form).

           [_]        The Transferee is not a U.S. Person and under applicable
                      law in effect on the date hereof, no taxes will be
                      required to be withheld by the Trustee (or its agent) with
                      respect to distributions to be made on the Certificate.
                      The Transferee has attached hereto [(i) a duly executed
                      IRS Form W-8BEN (or successor form), which identifies such
                      Transferee as the beneficial owner of the Certificate and
                      states that such Transferee is not a U.S. Person, (ii) IRS
                      Form W-8IMY (with all appropriate attachments) or (iii)]**
                      two duly executed copies of IRS Form W-8ECI (or successor
                      form), which identify such Transferee as the beneficial
                      owner of the Certificate and state that interest and
                      original issue discount on the Certificate and Permitted
                      Investments is, or is expected to be, effectively
                      connected with a U.S. trade or business. The Transferee
                      agrees to provide to the Certificate Registrar updated
                      [IRS Form W-8BEN, IRS Form W-8IMY or]** IRS Form W-8ECI,
                      [as the case may be,]** any applicable successor IRS
                      forms, or such other certifications as the Certificate
                      Registrar may reasonably request, on or before the date
                      that any such IRS form or certification expires or becomes
                      obsolete, or promptly after the occurrence of any event
                      requiring a change in the most recent IRS form of
                      certification furnished by it to the Certificate
                      Registrar. [The Transferee hereby consents to any such IRS
                      form or certification being provided to the Swap
                      Counterparty.]***

               For this purpose, "U.S. Person" means citizen or resident of the
               United States, a corporation, partnership (except to the extent
               provided in applicable Treasury regulations) or other entity
               (including any entity treated as a corporation or partnership for
               federal income tax purposes) created or organized in, or under
               the laws of, the United States, any State or the District of
               Columbia, or an estate whose income is includible in gross income
               for United States federal income tax purposes regardless of its
               source, or a trust if a court within the United States is able to
               exercise primary supervision over the administration of the trust
               and one or more U.S. Persons have the authority to control all
               substantial decisions of the trust, all within the meaning of
               Section 7701(a)(30) of the Code (including certain trusts in
               existence on August 20, 1996 that are eligible to elect to be
               treated as U.S. Persons).

                                          Very truly yours,

                                          (Transferee)

                                          By:___________________________________
                                              Name:
                                              Title:



- --------------------
* Each Transferee must include one of the two alternative certifications.

** Does not apply to a transfer of Class R or Class LR Certificates.

*** Applies only to transfers of Class A-2FL Certificates.





                                                         ANNEX 1 TO EXHIBIT F-2C
                                                         -----------------------

                      QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

                    [for Transferees other than Registered Investment Companies]

        The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and for the benefit of Credit Suisse First Boston Mortgage
Securities Corp. with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

        1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity acquiring interests in the Transferred Certificates (the "Transferee").

        2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A")
because (i) [the Transferee] [each of the Transferee's equity owners] owned
and/or invested on a discretionary basis $______________________(1) in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

        ___    Corporation, etc. The Transferee is a corporation (other than a
               bank, savings and loan association or similar institution),
               Massachusetts or similar business trust, partnership, or any
               organization described in Section 501(c)(3) of the Internal
               Revenue Code of 1986.

        ___    Bank. The Transferee (a) is a national bank or a banking
               institution organized under the laws of any State, U.S. territory
               or the District of Columbia, the business of which is
               substantially confined to banking and is supervised by the state
               or territorial banking commission or similar official or is a
               foreign bank or equivalent institution, and (b) has an audited
               net worth of at least $25,000,000 as demonstrated in its latest
               annual financial statements, a copy of which is attached hereto,
               as of a date not more than 16 months preceding the date of sale
               of the Transferred Certificates in the case of a U.S. bank, and
               not more than 18 months preceding such date of sale for a foreign
               bank or equivalent institution.

        ___    Savings and Loan. The Transferee (a) is a savings and loan
               association, building and loan association, cooperative bank,
               homestead association or similar institution, which is supervised
               and examined by a state or federal authority having supervision
               over any such institutions or is a foreign savings and loan
               association or equivalent institution and (b) has an audited net
               worth of at least $25,000,000 as demonstrated in its latest
               annual financial statements, a copy of which is attached hereto,
               as of a date not more than 16 months preceding the date of sale
               of the Transferred Certificates in the case of a U.S. savings and
               loan association, and not more than 18 months preceding such date
               of sale in the case of a foreign savings and loan association or
               equivalent institution.

        ___    Broker-dealer. The Transferee is a dealer registered pursuant to
               Section 15 of the Securities Exchange Act of 1934, as amended.

        ___    Insurance Company. The Transferee is an insurance company whose
               primary and predominant business activity is the writing of
               insurance or the reinsuring of risks underwritten by insurance
               companies and which is subject to supervision by the insurance
               commissioner or a similar official or agency of a State, U.S.
               territory or the District of Columbia.

        ___    State or Local Plan. The Transferee is a plan established and
               maintained by a State, its political subdivisions, or any agency
               or instrumentality of the State or its political subdivisions,
               for the benefit of its employees.

        ___    ERISA Plan. The Transferee is an employee benefit plan within the
               meaning of Title I of the Employee Retirement Income Security Act
               of 1974.

        ___    Investment Advisor. The Transferee is an investment advisor
               registered under the Investment Advisers Act of 1940, as amended.

        ___    QIB Subsidiary. All of the Transferee's equity owners are
               "qualified institutional buyers" within the meaning of Rule 144A.

        ___    Other. (Please supply a brief description of the entity and a
               cross-reference to the paragraph and subparagraph under
               subsection (a)(1) of Rule 144A pursuant to which it qualifies.
               Note that registered investment companies should complete Annex 2
               rather than this Annex 1.)

        3. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee did
not include (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

        4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by any such Person, the Transferee used
the cost of such securities to such Person, unless such Person reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of such Person, but only if such subsidiaries
are consolidated with such Person in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under such Person's direction. However, such
securities were not included if such Person is a majority-owned, consolidated
subsidiary of another enterprise and such Person is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.

        5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein
because one or more Transfers to the Transferee may be in reliance on Rule 144A.

        ____ ____  Will the Transferee be acquiring interests in the Transferred
         Yes  No   Certificates only for the Transferee's own account?

        6. If the answer to the foregoing question is "no," then in each case
where the Transferee is acquiring any interest in the Transferred Certificates
for an account other than its own, such account belongs to a third party that is
itself a "qualified institutional buyer" within the meaning of Rule 144A, and
the "qualified institutional buyer" status of such third party has been
established by the Transferee through one or more of the appropriate methods
contemplated by Rule 144A.

        7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's acquisition of any interest in of
the Transferred Certificates will constitute a reaffirmation of this
certification as of the date of such acquisition. In addition, if the Transferee
is a bank or savings and loan as provided above, the Transferee agrees that it
will furnish to such parties any updated annual financial statements that become
available on or before the date of such acquisition, promptly after they become
available.

        8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.

                                          (Transferee)

                                          By: __________________________________
                                          Name:
                                          Title:



- ------------------
(1)     Transferee or each of its equity owners must own and/or invest on a
        discretionary basis at least $100,000,000 in securities unless
        Transferee or any such equity owner, as the case may be, is a dealer,
        and, in that case, Transferee or such equity owner, as the case may be,
        must own and/or invest on a discretionary basis at least $10,000,000 in
        securities.





                                                         ANNEX 2 TO EXHIBIT F-2C
                                                         -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [for Transferees that are Registered Investment Companies]

        The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and for the benefit of Credit Suisse First Boston Mortgage
Securities Corp. with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

        1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity acquiring interests in the Transferred Certificates (the "Transferee")
or, if the Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A")
because the Transferee is part of a Family of Investment Companies (as defined
below), is an executive officer of the investment adviser (the "Adviser").

        2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, as amended, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used, unless the
Transferee or any member of the Transferee's Family of Investment Companies, as
the case may be, reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the
cost of those securities has been published, in which case the securities of
such entity were valued at market.

        ____   The Transferee owned and/or invested on a discretionary basis
               $___________________ in securities (other than the excluded
               securities referred to below) as of the end of the Transferee's
               most recent fiscal year (such amount being calculated in
               accordance with Rule 144A).

        ____   The Transferee is part of a Family of Investment Companies which
               owned in the aggregate $______________ in securities (other than
               the excluded securities referred to below) as of the end of the
               Transferee's most recent fiscal year (such amount being
               calculated in accordance with Rule 144A).

        3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

        4. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

        5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
Transfers to the Transferee will be in reliance on Rule 144A.

        ____ ____  Will the Transferee be acquiring interests in the Transferred
         Yes  No   Certificates only for the Transferee's own account?

        6. If the answer to the foregoing question is "no," then in each case
where the Transferee is acquiring any interest in the Transferred Certificates
for an account other than its own, such account belongs to a third party that is
itself a "qualified institutional buyer" within the meaning of Rule 144A, and
the "qualified institutional buyer" status of such third party has been
established by the Transferee through one or more of the appropriate methods
contemplated by Rule 144A.

        7. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's acquisition of any interest in the Transferred
Certificates will constitute a reaffirmation of this certification by the
undersigned as of the date of such acquisition.

        8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.

                                          (Transferee or Adviser)

                                          By: __________________________________
                                          Name:
                                          Title:
                                          IF AN ADVISER:

                                          ______________________________________
                                          Print Name of Transferee

                                          Date:





                                  EXHIBIT F-2D

         FORM II OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF INTERESTS IN
               NON-REGISTERED CERTIFICATES HELD IN BOOK-ENTRY FORM

                                     [Date]

[TRANSFEROR]

            Re: Credit Suisse First Boston Mortgage Securities Corp., Commercial
                Mortgage Pass-Through Certificates, Series 2008-C1, Class ______
                (the "Certificates") having an initial aggregate Certificate
                [Principal Balance] [Notional Amount] as of April 18, 2008 (the
                "Closing Date") of $__________ (the "Transferred Certificates")

Ladies and Gentlemen:

        This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee")
through our respective Depository Participants of the Transferor's beneficial
ownership interest (currently maintained on the books and records of The
Depository Trust Company ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of April 1, 2008 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor (the "Depositor"), KeyCorp
Real Estate Capital Markets, Inc., as master servicer (the "Master Servicer"),
Midland Loan Services, Inc., as special servicer (the "Special Servicer"), and
Wells Fargo Bank, N.A., as trustee (the "Trustee"). All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and warrants to and agrees with you, and for the benefit of the Depositor, the
Trustee and the Certificate Registrar, that:

        1. The Transferee is not a United States Securities Person. For purposes
of this certification, "United States Securities Person" means (i) any natural
person resident in the United States, (ii) any partnership or corporation
organized or incorporated under the laws of the United States; (iii) any estate
of which any executor or administrator is a United States Securities Person,
other than any estate of which any professional fiduciary acting as executor or
administrator is a United States Securities Person if an executor or
administrator of the estate who is not a United States Securities Person has
sole or shared investment discretion with respect to the assets of the estate
and the estate is governed by foreign law, (iv) any trust of which any trustee
is a United States Securities Person, other than a trust of which any
professional fiduciary acting as trustee is a United States Securities Person if
a trustee who is not a United States Securities Person has sole or shared
investment discretion with respect to the trust assets and no beneficiary of the
trust (and so settlor if the trust is revocable) is a United States Securities
Person, (v) any agency or branch of a foreign entity located in the United
States, unless the agency or branch operates for valid business reasons and is
engaged in the business of insurance or banking and is subject to substantive
insurance or banking regulation, respectively, in the jurisdiction where
located, (vi) any non-discretionary account or similar account (other than an
estate or trust) held by a dealer or other fiduciary for the benefit or account
of a United States Securities Person, (vii) any discretionary account or similar
account (other than an estate or trust) held by a dealer or other fiduciary
organized, incorporated or (if an individual) resident in the United States,
other than one held for the benefit or account of a non-United States Securities
Person by a dealer or other professional fiduciary organized, incorporated or
(if any individual) resident in the United States, (viii) any partnership or
corporation if (a) organized or incorporated under the laws of any foreign
jurisdiction and (b) formed by a United States Securities Person principally for
the purpose of investing in securities not registered under the Securities Act,
unless it is organized or incorporated, and owned, by "accredited investors" (as
defined in Rule 501(a)) under the United States Securities Act of 1933, as
amended (the "Securities Act"), who are not natural persons, estates or trusts;
provided, however, that the International Monetary Fund, the International Bank
for Reconstruction and Development, the Inter-American Development Bank, the
Asian Development Bank, the African Development Bank, the United Nations and
their agencies, affiliates and pension plans, any other similar international
organization, their agencies, affiliates and pension plans shall not constitute
United States Securities Persons.

        2. The Transferee understands that (a) the Transferred Certificates have
not been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) neither the Depositor
nor the Trustee is obligated so to register or qualify the Transferred
Certificates, and (c) neither the Transferred Certificates nor any security
issued in exchange therefor or in lieu thereof may be resold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or
qualified pursuant any applicable state securities laws, or (ii) sold or
transferred in transactions which are exempt from such registration and
qualification.

        3. The Transferee understands that it may not sell or otherwise transfer
any Transferred Certificate, any security issued in exchange therefor or in lieu
thereof or any interest in the foregoing except in compliance with the
provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that each Transferred Certificate will
bear the following legends:

               THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
               SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
               SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR
               OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN
               WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
               TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
               QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
               5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

               NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE
               MADE TO (A) ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
               ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
               INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
               4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
               "CODE") OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A
               MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR
               THE CODE, OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
               PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF,
               AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
               RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT,
               EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
               POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

        We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

Dated: __________, ____

                                          By: __________________________________
                                          As, or agent for, the beneficial
                                          owner(s) of the Certificates to which
                                          this certificate relates






                                   EXHIBIT G-1

             FORM OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA
              (NON-REGISTERED CERTIFICATES AND NON-INVESTMENT GRADE
            CERTIFICATES HELD IN FULLY REGISTERED, CERTIFICATED FORM)

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services, CSMC 2008-C1


                Re: Credit Suisse First Boston Mortgage Securities Corp.,
                    Commercial Mortgage Pass-Through Certificates, Series
                    2008-C1, Class ______ Certificates [having an initial
                    aggregate Certificate [Principal Balance] [Notional Amount]
                    as of April 18, 2008 (the "Closing Date") of $__________]
                    [evidencing a ____% Percentage Interest in the related
                    Class] (the "Transferred Certificates")

Ladies and Gentlemen:

        This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement, dated as of April 1, 2008 (the "Pooling and Servicing
Agreement"), among Credit Suisse First Boston Mortgage Securities Corp., as
depositor, KeyCorp Real Estate Capital Markets, Inc., as master servicer (in
such capacity, the "Master Servicer"), Midland Loan Services, Inc., as special
servicer (in such capacity, the "Special Servicer"), and Wells Fargo Bank, N.A.,
as trustee (in such capacity, the "Trustee"). All capitalized terms used but not
otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you as Certificate Registrar one of the following alternatives:

               The Transferee is neither (A) a retirement plan or other employee
               benefit plan or other retirement arrangement, including an
               individual retirement account or annuity, a Keogh plan or a
               collective investment fund or separate account in which such
               plans, accounts or arrangements are invested, including an
               insurance company general account, that is subject to Title I of
               ERISA or Section 4975 of the Code or any materially similar
               provision of applicable federal, state or local law (each, a
               "Plan"), nor (B) a Person who is directly or indirectly
               purchasing the Transferred Certificates on behalf of, as named
               fiduciary of, as trustee of, or with assets of a Plan; or

               With respect to non-investment grade certificates, the Transferee
               is using funds from an insurance company general account to
               acquire an interest in the Transferred Certificates, however, the
               purchase and holding of such Certificates by such Person is
               exempt from the prohibited transaction provisions of Section 406
               of ERISA and Section 4975 of the Code and Similar Law by reason
               of Sections I and III of Prohibited Transaction Class Exemption
               ("PTCE") 95-60 or a comparable exemption under Similar Law.

               With respect to investment grade certificates, an interest in
               which is being acquired by or on behalf of a Plan in reliance on
               the individual prohibited transaction exemptions issued by the
               U.S. Department of Labor to Credit Suisse Securities (USA) LLC
               (PTE 89-90) and Morgan Stanley & Co. Incorporated (PTE 90-24),
               each as amended by PTE 2007-5, such Plan (X) is an accredited
               investor as defined in Rule 501(a)(1) of Regulation D of the
               Securities Act and (Y) is not sponsored (within the meaning of
               Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any
               Mortgage Loan Seller, the Master Servicer, the Special Servicer,
               any Sub-Servicer, any Exemption-Favored Party, the Swap
               Counterparty or any Borrower with respect to any Trust Mortgage
               Loan or group of Trust Mortgage Loans that represents more than
               5% of the aggregate unamortized principal balance of the Trust
               Mortgage Loans determined on the date of the initial issuance of
               the Certificates, or by an Affiliate of any such Person.

               With respect to the Class A-2FL Certificates, an interest in
               which is being acquired by or on behalf of a Plan, the
               acquisition and holding of such Certificates by such Plan are
               eligible for the exemptive relief available under at least one of
               PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23, or a
               comparable exemption available under Similar Law. Any purported
               transfer in violation of the representations made in the
               preceding sentence shall be void ab initio.

                                          Very truly yours,

                                          ______________________________________
                                          (Transferee)


                                          By: __________________________________
                                              Name: ____________________________
                                              Title:____________________________




                                   EXHIBIT G-2

             FORM OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA
              (NON-REGISTERED CERTIFICATES HELD IN BOOK ENTRY FORM)

                                     [Date]

[TRANSFEROR]

                Re: Credit Suisse First Boston Mortgage Securities Corp.,
                    Commercial Mortgage Pass-Through Certificates, Series
                    2008-C1, Class ______ Certificates [having an initial
                    aggregate Certificate [Principal Balance] [Notional Amount]
                    as of April 18, 2008 (the "Closing Date") of $__________]
                    [evidencing a ____% Percentage Interest in the related
                    Class] (the "Transferred Certificates")

Ladies and Gentlemen:

        This letter is delivered to you in connection with the Transfer by
______________________ (the "Transferor") to _________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of April 1, 2008 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor, KeyCorp Real Estate
Capital Markets, Inc., as master servicer (in such capacity, "Master Servicer"),
Midland Loan Services, Inc., as special servicer (in such capacity, the "Special
Servicer"), and Wells Fargo Bank, N.A., as trustee (in such capacity, the
"Trustee"). All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you one of the
following alternatives:

               The Transferee is neither (A) a retirement plan, an employee
               benefit plan or other retirement arrangement, including an
               individual retirement account or annuity, a Keogh plan or a
               collective investment fund or separate account in which such
               plans, accounts or arrangements are invested, including an
               insurance company general account, that is subject to Title I of
               ERISA or Section 4975 of the Code or any materially similar
               provision of applicable federal, state or local law (each, a
               "Plan"), nor (B) a Person who is directly or indirectly
               purchasing an interest in the Transferred Certificates on behalf
               of, as named fiduciary of, as trustee of, or with assets of, a
               Plan;

               With respect to non-investment grade certificates, the Transferee
               is using funds from an insurance company general account to
               acquire an interest in the Transferred Certificates, however, the
               purchase and holding of such interest by such Person is exempt
               from the prohibited transaction provisions of Section 406 of
               ERISA and Section 4975 of the Code and Similar Law by reason of
               Sections I and III of Prohibited Transaction Class Exemption
               ("PTCE") 95-60 or a comparable exemption under Similar Law; or

               With respect to investment grade certificates, an interest in
               which is being acquired by or on behalf of a Plan in reliance on
               the individual prohibited transaction exemptions issued by the
               U.S. Department of Labor to Credit Suisse Securities (USA) LLC
               (PTE 89-90) and Morgan Stanley & Co. Incorporated (PTE 90-24),
               each as amended by PTE 2007-5, such Plan (X) is an accredited
               investor as defined in Rule 501(a)(1) of Regulation D of the
               Securities Act and (Y) is not sponsored (within the meaning of
               Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any
               Mortgage Loan Seller, the Master Servicer, the Special Servicer,
               any Sub-Servicer, any Exemption-Favored Party, the Swap
               Counterparty or any Borrower with respect to any Trust Mortgage
               Loan or group of Trust Mortgage Loans that represents more than
               5% of the aggregate unamortized principal balance of the Trust
               Mortgage Loans determined on the date of the initial issuance of
               the Certificates, or by an Affiliate of any such Person.

               With respect to the Class A-2FL Certificates, an interest in
               which is being acquired by or on behalf of a Plan, the
               acquisition and holding of such Certificates by such Plan are
               eligible for the exemptive relief available under at least one of
               PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23, or a
               comparable exemption available under Similar Law. Any purported
               transfer in violation of the representations made in the
               preceding sentence shall be void ab initio.

                                          ______________________________________
                                          (Transferee)


                                          By: __________________________________
                                              Name: ____________________________
                                              Title:____________________________




                                   EXHIBIT H-1

                FORM OF RESIDUAL TRANSFER AFFIDAVIT AND AGREEMENT
               FOR TRANSFERS OF CLASS R AND CLASS LR CERTIFICATES

STATE OF                    )
                            ) ss:
COUNTY OF                   )


        ____________________, being first duly sworn, deposes and says that:


        1. He/She is the ____________________ of ____________________ (the
prospective transferee (the "Transferee") of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2008-C1,
Class [R] [LR] Certificates, evidencing a ___% Percentage Interest in such Class
(the "Residual Certificates")), a _________________ duly organized and validly
existing under the laws of ____________________, on behalf of which he/she makes
this affidavit. All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Pooling and Servicing
Agreement pursuant to which the Residual Certificates were issued (the "Pooling
and Servicing Agreement").

        2. The Transferee (i) is, and as of the date of transfer will be, a
Permitted Transferee and will endeavor to remain a Permitted Transferee for so
long as it holds the Residual Certificates, and (ii) is acquiring the Residual
Certificates for its own account or for the account of another prospective
transferee from which it has received an affidavit in substantially the same
form as this affidavit. A "Permitted Transferee" is any Person other than a
Disqualified Organization, a possession of the United States, Non-United States
Tax Person, domestic partnership whose beneficial interests are not all held by
United States Persons (as defined below) or a foreign permanent establishment or
fixed based (each within the meaning of an applicable tax treaty) of a United
States Person. (For this purpose, a "Disqualified Organization" means any of (i)
the United States, any State or political subdivision thereof, any possession of
the United States or any agency or instrumentality of any of the foregoing
(other than an instrumentality that is a corporation if all of its activities
are subject to tax and, except for FHLMC, a majority of its board of directors
is not selected by such governmental unit), (ii) a foreign government,
international organization or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) that is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any other
Person so designated by the Master Servicer or the Trustee based upon an Opinion
of Counsel provided to the Trustee (which shall not be an expense of the
Trustee) to the effect that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause either REMIC Pool to qualify as a REMIC or
any Person having an Ownership Interest in any Class of Certificates (other than
such Person) to incur a liability for any federal tax imposed under the Code
that would not otherwise be imposed but for the Transfer of an Ownership
Interest in a Residual Certificate to such Person.

        3. The Transferee is aware (i) of the tax that would be imposed under
the Code on transfers of the Residual Certificates to non-Permitted Transferees;
(ii) that such tax would be on the transferor or, if such transfer is through an
agent (which Person includes a broker, nominee or middleman) for a non-Permitted
Transferee, on the agent; (iii) that the Person otherwise liable for the tax
shall be relieved of liability for the tax if the transferee furnishes to such
Person an affidavit that the transferee is a Permitted Transferee and, at the
time of transfer, such Person does not have actual knowledge that the affidavit
is false; and (iv) that the Residual Certificates may be a "noneconomic residual
interest" within the meaning of Treasury regulation Section 1.860E-1(c) and that
the transferor of a noneconomic residual interest will remain liable for any
taxes due with respect to the income on such residual interest, unless no
significant purpose of the transfer is to enable the transferor to impede the
assessment or collection of tax.

        4. The Transferee is aware of the tax imposed on a "pass-through entity"
holding the Residual Certificates if at any time during the taxable year of the
pass-through entity a non-Permitted Transferee is the record holder of an
interest in such entity. (For this purpose, a "pass-through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

        5. The Transferee is aware that the Certificate Registrar will not
register any transfer of the Residual Certificates by the Transferee unless the
Transferee's transferee, or such transferee's agent, delivers to the Certificate
Registrar, among other things, an affidavit and agreement in substantially the
same form as this affidavit and agreement. The Transferee expressly agrees that
it will not consummate any such transfer if it knows or believes that any
representation contained in such affidavit and agreement is false.

        6. The Transferee consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Certificates will only be
owned, directly or indirectly, by a Permitted Transferee. In addition, the
Transferee will honor all the restrictions set forth herein upon any subsequent
transfers of the Class [R] [LR] Certificates.

        7. The Transferee's taxpayer identification number is _________________.

        8. The Transferee has reviewed the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement, a description of which provisions is set forth
in the Residual Certificates (in particular, clause (ii) of Section 5.02(d)
which authorizes the Trustee to deliver payments on the Residual Certificates to
a Person other than the Transferee and negotiate a mandatory sale of the
Residual Certificates, in either case, in the event that the Transferee holds
such Residual Certificates in violation of Section 5.02(d)); and the Transferee
expressly agrees to be bound by and to comply with such provisions.

        9. No purpose of the Transferee relating to its purchase or any sale of
the Residual Certificates is or will be to impede the assessment or collection
of any tax.

        10. Check the applicable paragraph:

            [_]       The present value of the anticipated tax liabilities
associated with holding

the Class [R] [LR] Certificate, as applicable, does not exceed the sum of:


               (i)    the present value of any consideration given to the
                      Transferee to acquire such Class [R] [LR] Certificate;

               (ii)   the present value of the expected future distributions on
                      such Certificate; and

               (iii)  the present value of the anticipated tax savings
                      associated with holding such Certificate as the related
                      REMIC generates losses.

For purposes of this calculation, (i) the Transferee is assumed to pay tax at
the highest rate currently specified in Section 11(b) of the Code (but the tax
rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
specified in Section 11(b) of the Code if the Transferee has been subject to the
alternative minimum tax under Section 55 of the Code in the preceding two years
and will compute its taxable income in the current taxable year using the
alternative minimum tax rate) and (ii) present values are computed using a
discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the
Transferee.

            [_]      The transfer of the Class [R] [LR] Certificate complies
with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

               (i)    the Transferee is an "eligible corporation," as defined in
                      U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
                      which income from Class [R] [LR] Certificate will only be
                      taxed in the United States;

               (ii)   at the time of the transfer, and at the close of the
                      Transferee's two fiscal years preceding the year of the
                      transfer, the Transferee had gross assets for financial
                      reporting purposes (excluding any obligation of a person
                      related to the Transferee within the meaning of U.S.
                      Treasury Regulation Section 1.860E-1(c)(c)(ii)) in excess
                      of $100 million and net assets in excess of $10 million;

               (iii)  the Transferee will transfer the Class [R] [LR]
                      Certificate only to another "eligible corporation," as
                      defined in U.S. Treasury Regulation Section
                      1.860E-1(c)(6)(i), in a transaction that satisfies the
                      requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii)
                      and 1.860E-1(c)(5); and

               (iv)   the Transferee determined the consideration paid to it to
                      acquire the Class [R] [LR] Certificate based on reasonable
                      market assumptions (including, but not limited to,
                      borrowing and investment rates, prepayment and loss
                      assumptions, expense and reinvestment assumptions, tax
                      rates and other factors specific to the Transferee) that
                      it has determined in good faith.

            [_]       None of the above.

        11. The Transferee will not cause the income from the Residual
Certificate to be attributed to a foreign permanent establishment or fixed base
(within the meaning of an applicable income tax treaty) of the Transferee or any
other United States Person.

        12. The Transferee hereby represents to and for the benefit of the
transferor that the Transferee intends to pay any taxes associated with holding
the Residual Certificates as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Residual
Certificates.

        For purposes of this affidavit, a "United States Person" is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, an estate whose income from sources without
the United States is includible in gross income for United States federal income
tax purposes regardless of its connection with the conduct of a trade or
business within the United States, or a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more United States Tax Persons have the authority to control
all substantial decisions of the trust, all within the meaning of Section
7701(a)(30) of the Code.






        IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its ____________________ and its corporate seal to be hereunto attached,
attested by its [Assistant] Secretary, this ______ day of ______________.


                                          [TRANSFEREE]



                                          By: __________________________________
                                          [Name of Officer]
                                          [Title of Officer]

[Corporate Seal]

ATTEST:

_________________________________
[Assistant] Secretary

        Personally appeared before me the above-named ____________________,
known or proved to me to be the same person who executed the foregoing
instrument and to be the ____________________ of the Transferee, and
acknowledged to me that he/she executed the same as his/her free act and deed
and the free act and deed of the Transferee

        Subscribed and sworn before me this ______ day of __________________,
________.



_____________________________
NOTARY PUBLIC

COUNTY OF ____ ____________________

STATE OF ______________________

My Commission expires the _________ day of ___________, 20__.










                                   EXHIBIT H-2

                 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
                        CLASS R AND CLASS LR CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attention: Corporate Trust Services, CSMC 2008-C1


                Re: Credit Suisse First Boston Mortgage Securities Corp.,
                    Commercial Mortgage Pass-Through Certificates, Series
                    2008-C1, Class [R] [LR] Certificates, evidencing a ____%
                    Percentage Interest in such Class (the "Residual
                    Certificates")

Ladies and Gentlemen:

        This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Residual Certificates, pursuant to the Pooling and Servicing Agreement,
dated as of April 1, 2008 (the "Pooling and Servicing Agreement"), among Credit
Suisse First Boston Mortgage Securities Corp. as depositor, KeyCorp Real Estate
Capital Markets, Inc., as master servicer (in such capacity, the "Master
Servicer"), Midland Loan Services, Inc., as special servicer (in such capacity,
the "Special Servicer"), and Wells Fargo Bank, N.A., as trustee (in such
capacity, the "Trustee"). All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

        1. No purpose of the Transferor relating to the transfer of the Residual
Certificates by the Transferor to the Transferee is or will be to impede the
assessment or collection of any tax.

        2. The Transferor understands that the Transferee has delivered to you a
Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit H-1. The Transferor does not know or believe that
any representation contained therein is false.

        3. The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee (or the
beneficial owners of the Transferee if the Transferee is classified as a
partnership under the Code) as contemplated by Treasury regulation Section
1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has
determined that the Transferee has historically paid its debts as they became
due and has found no significant evidence to indicate that the Transferee will
not continue to pay its debts as they become due in the future. The Transferor
understands that the transfer of the Residual Certificates may not be respected
for United States income tax purposes (and the Transferor may continue to be
liable for United States income taxes associated therewith) unless the
Transferor has conducted such an investigation.


                                          Very truly yours,

                                          [TRANSFEROR]

                                          By: __________________________________
                                          (Transferor)
                                          Name:
                                          Title:






                                    EXHIBIT I

         SERIES 2008-C1 DIRECTING CERTIFICATEHOLDER'S REPORTS CHECKLIST



          Information                                 Format                 Frequency
                                                         
Property Operating Statement            Actual       PDF/TIF      Quarterly per Section 3.12/4.02
                                                                  of the Pooling and Servicing
                                                                  Agreement
Property Rent Roll                      Actual       PDF/TIF      Quarterly per Section 3.12/4.02
                                                                  of the Pooling and Servicing
                                                                  Agreement
Other Financials as required by         Actual       PDF/TIF      Per Section 3.12/4.02 of the
Mortgage Loan Documents                                           Pooling and Servicing Agreement
Property Inspection                     Actual       PDF/TIF      Annual or other inspection per
                                                                  Section 3.19(a) of the Pooling
                                                                  and Servicing Agreement,
                                                                  delivered quarterly
P&I Advances as of Remittance Date      Monthly       Excel       Master Servicer Remittance Date
Report(1)
Mortgage Loans Delinquent Report(2)     Monthly       Excel       End of each month per Section
                                                                  4.02 of the Pooling and
                                                                  Servicing Agreement
Interest on Advance Reconciliation      Monthly       Excel       Distribution Date
Report
CMSA Setup File                        CMSA IRP    Access/Excel   Monthly/Distribution Date
(Issuer/Trustee/Servicer)
CMSA Property File                     CMSA IRP    Access/Excel   Monthly/Distribution Date
CMSA Loan Periodic Update File         CMSA IRP    Access/Excel   Monthly/Distribution Date
CMSA Financial File                    CMSA IRP    Access/Excel   Monthly/Distribution Date
Distribution Statement (Trustee)        Monthly     Excel/PDF     Monthly/Distribution Date
CMSA Bond File (Trustee)               CMSA IRP    Access/Excel   Monthly/Distribution Date
CMSA Collateral File (Trustee)         CMSA IRP    Access/Excel   Monthly/Distribution Date
CMSA Supplemental Reports              CMSA IRP    Access/Excel   Monthly/Distribution Date
Operating Statement Analysis Report    CMSA IRP    Access/Excel   Monthly/Distribution Date
NOI Adjustment Worksheet               CMSA IRP    Access/Excel   Monthly/Distribution Date
Documentation Exceptions Report        Quarterly   Access/Excel   Monthly/Distribution Date
(Trustee)


Footnotes:

(1) On the Master Servicer Remittance Date following the Determination Date for
the related Distribution Date, a list of all Mortgage Loans delinquent and
requiring a P&I Advance.

(2) As of the last day of the month (30th), for all delinquencies report in FN1
above, a list of all Mortgage Loans which remain delinquent for such
distribution period (along with the number of days delinquent) accompanied with
any reason, in the Master Servicer's opinion, for the Mortgage Loans continued
delinquency, along with an explanation of the Master Servicer's attempts to
cure.





                                    EXHIBIT J

                         FORM OF AFFIDAVIT OF LOST NOTE

STATE OF                     )
                             )  ss.:
COUNTY OF                    )


        _________________________________________, ______________________, being
duly sworn, deposes and says:

        1. that he/she is an authorized signatory of _________________________
(the "Noteholder");

        2. that the Noteholder is the owner and holder of a mortgage loan in the
original principal amount of $____________________ secured by a mortgage (the
"Mortgage") on the premises known as ________________________________________,
located in ____________________;

        3. that the Noteholder, after having conducted a diligent investigation
of its records and files, has been unable to locate the following original note
and believes that said original note has been lost, misfiled, misplaced or
destroyed due to a clerical error:

        a note in the original sum of $___________ made by ____________________,
to __________________________, under date of ___________ (the "Note");

        4. that the Note is now owned and held by the Noteholder;

        5. that the Note has not been paid-off, satisfied, assigned,
transferred, encumbered, endorsed, pledged, hypothecated, or otherwise disposed
of and that the original Note has been either lost, misfiled, misplaced or
destroyed;

        6. that no other person, firm, corporation or other entity has any
right, title, interest or claim in the Note except the Noteholder; and

        7. upon assignment of the Note by the Noteholder to Credit Suisse First
Boston Mortgage Securities Corp. (the "Depositor" or the "Purchaser") and
subsequent assignment by the Depositor to Wells Fargo Bank, N.A., as trustee,
(the "Trustee") for the benefit of the holders of the Credit Suisse First Boston
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
2008-C1 (which assignment may, at the discretion of the Depositor, be made
directly by the Noteholder to the Trustee), the Noteholder covenants and agrees
(a) to promptly deliver to the Trustee the original Note if it is subsequently
found, and (b) to indemnify and hold harmless the Trustee and its successors and
assigns from and against any and all costs, expenses and monetary losses arising
as a result of the Noteholder's or the Depositor's failure to deliver said
original Note to the Trustee.

                                          NAME OF NOTEHOLDER


                                          By: __________________________________
                                          Authorized Signatory

Sworn to before me this
_______  day of ____________, 20__









                                    EXHIBIT K

           FORM OF NOTICE REGARDING DEFEASANCE OF TRUST MORTGAGE LOAN

  [For loans having a principal balance equal to or less than (a) $35,000,000,
      and (b) 5% of outstanding pool balance, and which loan is not one of
                  the 10 largest loans in the respective pool]

To:     Standard & Poor's Ratings Services,
        a division of The McGraw-Hill Companies, Inc.
        55 Water Street
        New York, New York  10041
        Attn: Commercial Mortgage Surveillance

From: From: _______________________, in its capacity as master servicer (the
"Master Servicer") under the Pooling and Servicing Agreement, dated as of April
1, 2008 (the "Pooling and Servicing Agreement"), among KeyCorp Real Estate
Capital Markets, Inc., as Master Servicer, Wells Fargo Bank, N.A., as trustee,
and others.


Date:   ____________________, 20___

Pool:   ___________________________________________

        Commercial Mortgage Pass-Through Certificates

        Series 2008-C1 (the "Trust")

Loan:   Trust Mortgage Loan (the "Trust Mortgage Loan") to _____________________
        _________ (the "Borrower") identified by loan number ___________________
        and heretofore secured by the real property known as ___________________
        _____________________________.


        Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement.

        THE STATEMENTS SET FORTH BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF THE
UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE SERVICING STANDARD
SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (THE "SERVICING STANDARD"), AND
(B) WITHOUT INTENDING TO WARRANT THE ACCURACY THEREOF OR UNDERTAKE ANY DUTY OR
STANDARD OF CARE GREATER THAN THE DUTIES OF THE MASTER SERVICER UNDER THE
POOLING AND SERVICING AGREEMENT AND THE SERVICING STANDARD.

        We hereby notify you and confirm that each of the following is true,
subject to those exceptions, if any, set forth on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing
Standard, will have no material adverse effect on the Trust Mortgage Loan or the
defeasance transaction:

        1. The mortgagor (the "Mortgagor") has consummated a defeasance of the
Trust Mortgage Loan of the type checked below:

        ____    a full defeasance of the entire outstanding principal balance
                ($___________) of the Trust Mortgage Loan; or

        ____    a partial defeasance of a portion ($__________) of the Trust
                Mortgage Loan that represents ___% of the entire principal
                balance of the Trust Mortgage Loan ($________);

        2. The defeasance was consummated on __________, 20__.

        3. The defeasance was completed in all material respects in accordance
with the conditions for defeasance specified in the Mortgage Loan Documents and
in accordance with the Servicing Standard.

        4. The defeasance collateral consists only of one or more of the
following: (i) direct debt obligations of the U.S. Treasury, (ii) direct debt
obligations of the Federal National Mortgage Association, (iii) direct debt
obligations of the Federal Home Loan Mortgage Corporation, or (iv) interest-only
direct debt obligations of the Resolution Funding Corporation. Such defeasance
collateral consists of securities that (i) if they include a principal
obligation, the principal due at maturity cannot vary or change, (ii) provide
for interest at a fixed rate and (iii) are not subject to prepayment, call or
early redemption.

        5. After the defeasance, the defeasance collateral will be owned by an
entity (the "Defeasance Obligor") that: (i) is the original Borrower, (ii) is a
Single-Purpose Entity (as defined in the S&P Criteria), (iii) is subject to
restrictions in its organizational documents substantially similar to those
contained in the organizational documents of the original Borrower with respect
to bankruptcy remoteness and single purpose, (iv) has been designated as the
Defeasance Obligor by the originator of the Trust Mortgage Loan pursuant to the
terms of the Mortgage Loan Documents, or (v) has delivered a letter from S&P
confirming that the organizational documents of such Defeasance Obligor were
previously approved by S&P. The Defeasance Obligor owns no assets other than
defeasance collateral and (only in the case of the original Borrower) real
property securing one or more Trust Mortgage Loans included in the pool under
the Pooling and Servicing Agreement (the "Pool").

        6. If such Defeasance Obligor (together with its affiliates) holds more
than one defeased loan, it does not (together with its affiliates) hold defeased
loans aggregating more than $20,000,000 or more than five percent (5%) of the
aggregate certificate balance of the Certificates as of the date of the most
recent Trustee Report received by the Master Servicer (the "Current Report").

        7. The defeasance documents require that the defeasance collateral be
credited to an eligible account (as defined in the S&P Criteria) that must be
maintained as a securities account by a securities intermediary that is at all
times an Eligible Institution (as defined in the S&P Criteria). The securities
intermediary may reinvest proceeds of the defeasance collateral only in
Permitted Investments (as defined in the Pooling and Servicing Agreement).

        8. The securities intermediary is obligated to pay from the proceeds of
the defeasance collateral, directly to the Master Servicer's collection account,
all scheduled payments on the Trust Mortgage Loan or, in a partial defeasance,
not less than 125% of the portion of such scheduled payments attributed to the
allocated loan amount for the real property defeased (the "Scheduled Payments").

        9. The Master Servicer received written confirmation from an independent
certified public accountant stating that (i) revenues from the defeasance
collateral (without taking into account any earnings on reinvestment of such
revenues) will be sufficient to timely pay each of the Scheduled Payments
including the payment in full of the Trust Mortgage Loan (or the allocated
portion thereof in connection with a partial defeasance) on its Maturity Date
(or, in the case of an ARD Trust Mortgage Loan, on its Anticipated Repayment
Date), (ii) the revenues received in any month from the defeasance collateral
will be applied to make Scheduled Payments within four (4) months after the date
of receipt, (iii) the defeasance collateral is not subject to prepayment, call
or early redemption, and (iv) interest income from the defeasance collateral to
the Defeasance Obligor in any tax year will not exceed such Defeasance Obligor's
interest expense for the Trust Mortgage Loan (or the allocated portion thereof
in a partial defeasance) for such year, other than in the year in which the
Maturity Date or Anticipated Repayment Date will occur, when interest income
will exceed interest expense.

        10. The Master Servicer received opinions of counsel that, subject to
customary qualifications and exceptions, (i) the defeasance will not cause the
Trust to fail to qualify as a REMIC for purpose of the Internal Revenue Code,
(ii) the agreements executed by the Mortgagor and the Defeasance Obligor in
connection with the defeasance are enforceable against them in accordance with
their terms, and (iii) the Trustee will have a perfected, first priority
security interest in the defeasance collateral.

        11. The agreements executed in connection with the defeasance (i)
prohibit subordinate liens against the defeasance collateral, (ii) provide for
payment from sources other than the defeasance collateral of all fees and
expenses of the securities intermediary for administering the defeasance and the
securities account and all fees and expenses of maintaining the existence of the
Defeasance Obligor, (iii) permit release of surplus defeasance collateral and
earnings on reinvestment to the Defeasance Obligor only after the Trust Mortgage
Loan has been paid in full, (iv) include representations and/or covenants of the
Mortgagor and/or securities intermediary substantially as set forth on Exhibit B
hereto, (v) provide for survival of such representations; and (vi) do not permit
waiver of such representations and covenants.

        12. The outstanding principal balance of the Trust Mortgage Loan
immediately before the defeasance was less than $20,000,000 and less than 5% of
the aggregate certificate balance of the Certificates as of the date of the
Current Report. The Trust Mortgage Loan is not one of the ten (10) largest loans
in the pool.

        13. Copies of all material agreements, instruments, organizational
documents, opinions of counsel, accountant's report and other items delivered in
connection with the defeasance will be provided to you upon request.

        14. The individual executing this notice is an authorized officer or a
servicing officer of the Master Servicer.

        IN WITNESS WHEREOF, the Master Servicer has caused this notice to be
executed as of the date captioned above.

                                          KEYCORP REAL ESTATE CAPITAL MARKETS,
                                          INC.


                                          By: __________________________________
                                          Name:
                                          Title:





                             Exhibit A to Exhibit K

                                   EXCEPTIONS





                             Exhibit B to Exhibit K

                REPRESENTATIONS AND/OR COVENANTS OF THE MORTGAGOR
                         AND/OR SECURITIES INTERMEDIARY

        General:

        1. [The defeasance agreements] create a valid and continuing security
interest (as defined in the applicable UCC) in the [name specified accounts] in
favor of the [Secured Party], which security interest is prior to all other
[Liens], and is enforceable as such as against creditors of and purchasers from
[Debtor].

        Note that "Collateral" means securities, permitted investments and other
assets credited to securities accounts.

        2. The [Deposit Account], constitutes a "deposit account" within the
meaning of the applicable UCC.

        3. All of the [Collateral] has been and will have been credited to a
[Securities Account]. The securities intermediary for the [Securities Account]
has agreed to treat all assets credited to the [Securities Account] as
"financial assets" within the meaning of the UCC.

Creation:

        4. [Debtor] owns and has good and marketable title to the [Collateral,
Securities Account and Deposit Account] free and clear of any [Lien], claim or
encumbrance of any Person.

        5. [Debtor] has received all consents and approvals required by the
terms of the [Collateral] to the transfer to the [Secured Party] of its interest
and rights in the [Collateral] hereunder.

        Perfection:

        6. [Debtor] has caused or will have caused, within ten (10) days, the
filing of all appropriate financing statements in the proper filing office in
the appropriate jurisdictions under applicable law in order to perfect the
security interest granted in the [Collateral, Securities Account and Deposit
Account] to the [Secured Party] hereunder.

        7. [Debtor] has delivered to [Secured Party] a fully executed agreement
pursuant to which the securities intermediary or the account bank has agreed to
comply with all instructions originated by the [Secured Party] relating to the
[Securities Account] or directing disposition of the funds in the [Deposit
Account] without further consent by the [Debtor].

        8. [Debtor] has taken all steps necessary to cause the securities
intermediary to identify in its records the [Secured Party] as the person having
a security entitlement against the securities intermediary in the [Securities
Account].

        9. [Debtor] has taken all steps necessary to cause [Secured Party] to
become the account holder of the [Deposit Account].

        Priority:

        10. Other than the security interest granted to the [Secured Party]
pursuant to this Agreement, [Debtor] has not pledged, assigned, sold, granted a
security interest in, or otherwise conveyed any of the [Collateral, Securities
Account and Deposit Account]. [Debtor] has not authorized the filing of and is
not aware of any financing statements against [Debtor] that include a
description of collateral covering the [Collateral, Securities Account and
Deposit Account] other than any financing statement relating to the security
interest granted to the [Secured Party] hereunder or that has been terminated.
Debtor is not aware of any judgment or tax lien filings against [Debtor].

        11. The [Securities Account and Deposit Account] are not in the name of
any person other than the [Debtor] or the [Secured Party]. The [Debtor] has not
consented to the securities intermediary of any [Securities Account] or the
account bank of any [Deposit Account] to comply with entitlement orders or
instructions of any person other than the [Secured Party].






                                    EXHIBIT L

                                   [RESERVED]




                                   EXHIBIT M-1

                      FORM OF DEPOSITOR CERTIFICATION TO BE
                             PROVIDED WITH FORM 10-K
                             -----------------------

            Re: Credit Suisse Commercial Mortgage Trust 2008-C1 (the
                "Trust"), Commercial Mortgage Pass-Through Certificates,
                Series 2008-C1

               I, [identify the certifying individual], a [title] of Credit
Suisse First Boston Mortgage Securities Corp., the depositor into the
above-referenced Trust, certify that:

               1. I have reviewed this annual report on Form 10-K, and all
        reports Form 10-D required to be filed in respect of periods included in
        the year covered by this annual report, of the Trust;

               2. Based on my knowledge, the Exchange Act periodic reports,
        taken as a whole, do not contain any untrue statements of a material
        fact or omit to state a material fact necessary to make the statements
        made, in light of the circumstances under which such statements were
        made, not misleading with respect to the period covered by this annual
        report;

               3. Based on my knowledge, all of the distribution, servicing and
        other information required to be provided under Form 10-D for the period
        covered by this report is included in the Exchange Act periodic reports;

               4. Based on my knowledge and the servicer compliance statements
        required in this report under Item 1123 of Regulation AB, and except as
        disclosed in the Exchange Act periodic report, the servicers have
        fulfilled their obligations under the pooling and servicing agreement in
        all material respects; and

               5. All of the reports on assessment of compliance with servicing
        criteria for asset-backed securities and their related attestation
        reports on assessment of compliance with servicing criteria for
        asset-backed securities required to be included in this report in
        accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
        and 15d-18 have been included as an exhibit to this report, except as
        otherwise disclosed in this report. Any material instances of
        noncompliance described in such reports have been disclosed in this
        report on Form 10-K.







In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: KeyCorp Real Estate
Capital Markets, Inc., Capmark Finance, Inc., Capstone Realty Advisors, LLC,
Centerline Servicing Inc., Midland Loan Services, Inc. and Wells Fargo Bank,
N.A.

Date:   _____________________________



___________________________________
President and Chief Executive Officer
Credit Suisse First Boston Mortgage Securities Corp.





                                   EXHIBIT M-2

                      FORM OF TRUSTEE BACKUP CERTIFICATION

            Re: Credit Suisse Commercial Mortgage Trust 2008-C1 (the "Trust"),
                Commercial Mortgage Pass-Through Certificates, Series 2008-C1

The undersigned, __________, a __________ of WELLS FARGO BANK, N.A., on behalf
of WELLS FARGO BANK, N.A., as trustee (in such capacity, the "Trustee") under
that certain pooling and servicing agreement, dated as of April 1, 2008 (the
"Pooling and Servicing Agreement"), entered into by Credit Suisse First Boston
Mortgage Securities Corp., as depositor (the "Depositor"), KeyCorp Real Estate
Capital Markets, Inc., as master servicer (in such capacity, the "Master
Servicer"), Midland Loan Services, Inc., as special servicer (in such capacity,
the "Special Servicer"), and the Trustee, certify to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification], the Depositor and its officers,
directors and affiliates, to the extent that the following information is within
our normal area of responsibilities and duties under the Pooling and Servicing
Agreement, and with the knowledge and intent that they will rely upon this
certification, that:

        1.      I have reviewed the annual report on Form 10-K for the fiscal
                year [20___] (the "Annual Report"), and all reports on Form 10-D
                containing statements to certificateholders filed in respect of
                periods included in the year covered by the Annual Report
                (collectively with the Annual Report, the "Reports"), of the
                Trust;

        2.      Based on my knowledge, the information in the Reports, to
                the extent prepared by the Trustee (but not including any
                information provided to the Trustee by the Master Servicer
                or the Special Servicer, other than to the extent that such
                information has been aggregated or manipulated by Trustee),
                taken as a whole, do not contain any untrue statement of a
                material fact or omit to state a material fact necessary to
                make the statements made, in light of the circumstances
                under which such statements were made, not misleading with
                respect to the last day of the period covered by the Annual
                Report; and

        3.     Based on my knowledge, all of the distribution information
               required to be provided by the Trustee under the Pooling and
               Servicing Agreement for inclusion in the Reports is included in
               the Reports.





Date:   _________________________

WELLS FARGO BANK, N.A.



_______________________________
[Signature]
[Title]





                                EXHIBIT M-3A

                FORM OF MASTER SERVICER BACKUP CERTIFICATION

            Re: Credit Suisse Commercial Mortgage Trust 2008-C1 (the
                "Trust"), Commercial Mortgage Pass-Through Certificates,
                Series 2008-C1

I, [identify the certifying individual], a [_______________] of KEYCORP REAL
ESTATE CAPITAL MARKETS, INC., an Ohio corporation, as Master Servicer (in such
capacity, the "Master Servicer") under that certain pooling and servicing
agreement, dated as of April 1, 2008 (the "Pooling and Servicing Agreement"),
among Credit Suisse First Boston Mortgage Securities Corp., as depositor (the
"Depositor"), the Master Servicer, Midland Loan Services, Inc., as special
servicer (in such capacity, the "Special Servicer"), and Wells Fargo Bank, N.A.,
as trustee (in such capacity, the "Trustee"), on behalf of the Master Servicer,
certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the
Depositor, and its officers, directors and affiliates, and with the knowledge
and intent that they will rely upon this certification (capitalized terms used
herein shall have the meanings assigned to such terms in the Pooling and
Servicing Agreement), that:

        1.      Based on my knowledge, with respect to the period ending
                December 31, 20[__] (the "Relevant Period"), and assuming (a)
                the accuracy of the statements required to be made by the
                Special Servicer in the special servicer backup certificate
                delivered by the Special Servicer relating to the Relevant
                Period and (b) that the information regarding the Mortgage
                Loans, the Borrowers and the Mortgaged Properties in the
                Prospectus Supplement does not contain any untrue statement of a
                material fact or omit to state a material fact necessary to make
                the statement made, in light of the circumstances under which
                such statements were made, not misleading, all servicing
                information and all reports required to be submitted by Master
                Servicer to the Trustee pursuant to Sections 3.12(a) and 3.12(b)
                of the Pooling and Servicing Agreement (the "Servicer Reports")
                for inclusion in the annual report on Form 10-K for the Relevant
                Period and inclusion in all reports on Form 8-K have been
                submitted by the Master Servicer to the Trustee for inclusion in
                these reports;

        2.      Based on my knowledge, and assuming (a) the accuracy of the
                statements required to be made by the Special Servicer in the
                special servicer backup certificate delivered by the Special
                Servicer relating to the Relevant Period and (b) that the
                information regarding the Mortgage Loans, the Borrowers and the
                Mortgaged Properties in the Prospectus Supplement does not
                contain any untrue statement of a material fact or omit to state
                a material fact necessary to make the statement made, in light
                of the circumstances under which such statements were made, not
                misleading, the information contained in the Servicer Reports,
                taken as a whole, does not contain any untrue statement of a
                material fact or omit to state a material fact necessary to make
                the statements made, in light of the circumstances under which
                such statements were made, not misleading with respect to the
                Relevant Period; and

        3.      Based on my knowledge and the compliance review conducted in
                preparing the annual compliance statement required under Section
                12.11 of the Pooling and Servicing Agreement, during the
                Relevant Period Master Servicer has fulfilled its obligations
                under the Pooling and Servicing Agreement in all material
                respects, except as disclosed in the annual officer's
                certificate required under such Section 12.11.

[In giving the certification above, I have reasonably relied on and make no
certification as to information provided to me by the following unaffiliated
parties: [name(s) of servicer, sub-servicer or co-servicer] and, notwithstanding
the foregoing certifications, neither I nor Master Servicer makes any
certification under the foregoing clauses (2) and (3) with respect to the
information in the Servicer Reports that is in turn dependent upon information
provided by the Special Servicer under the Pooling and Servicing Agreement.]

Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Pooling and Servicing Agreement.



Date:   _________________________


KEYCORP REAL ESTATE CAPITAL MARKETS, INC.



By: _____________________________
    Name:
    Title:




                                  EXHIBIT M-3B

                  FORM OF MASTER SERVICER BACKUP CERTIFICATION
                           (450 Lexington Avenue Loan)

            Re: Credit Suisse Commercial Mortgage Trust 2008-C1 (the
                "Trust"), Commercial Mortgage Pass-Through Certificates,
                Series 2008-C1

I, [identify the certifying individual], a [_______________] of KEYCORP REAL
ESTATE CAPITAL MARKETS, INC., an Ohio corporation, as Master Servicer No. 1 (in
such capacity, "Master Servicer No. 1") under that certain pooling and servicing
agreement dated as of April 1, 2008 (the "Pooling and Servicing Agreement"),
among Credit Suisse First Boston Mortgage Securities Corp., as depositor (the
"Depositor"), Master Servicer No. 1, Capmark Finance Inc., as Master Servicer
No. 2 (in such capacity, "Master Servicer No. 2" and, together with Master
Servicer No. 1, the "Master Servicers"), Centerline Servicing Inc., as special
servicer (in such capacity, the "Special Servicer"), and Wells Fargo Bank, N.A.,
as trustee (in such capacity, the "Trustee"), on behalf of the Master Servicer
No. 1 as master servicer with respect to the 450 Lexington Avenue Total Loan
(the "Whole Loan") certify to Credit Suisse First Boston Mortgage Securities
Corp., as depositor of the Credit Suisse Commercial Mortgage Trust 2008-C1,
Commercial Mortgage Pass-Through Certificates, Series 2008-C1, and its officers,
directors and affiliates, and to [Name of Certifying Person(s) for
Sarbanes-Oxley Certification for the CSMC 2008-C1 depositor], and with the
knowledge and intent that they will rely upon this certification, that:

        1.      Based on my knowledge, with respect to the period ending
                December 31, 20[__] (the "Relevant Period"), and assuming (a)
                the accuracy of the statements required to be made by the
                Special Servicer in the special servicer backup certificate
                delivered by the Special Servicer relating to the Relevant
                Period and (b) that the information regarding the Whole Loan,
                the related Borrower and the related Mortgaged Property in the
                Prospectus Supplement does not contain any untrue statement of a
                material fact or omit to state a material fact necessary to make
                the statement made, in light of the circumstances under which
                such statements were made, not misleading, all servicing
                information with respect to the Whole Loan and all reports with
                respect to the Whole Loan required to be delivered by Master
                Servicer No. 1 to the Trustee pursuant to Sections 3.12(a) and
                3.12(b) of the Pooling and Servicing Agreement (the "Servicer
                Reports") for inclusion in the annual report on Form 10-K for
                the Relevant Period and inclusion in all reports on Form 8-K
                have been submitted by the Master Servicer No. 1 to the Trustee
                for inclusion in these reports;

        2.      Based on my knowledge, and assuming (a) the accuracy of the
                statements required to be made by the Special Servicer in the
                special servicer backup certificate delivered by the Special
                Servicer relating to the Relevant Period and (b) that the
                information regarding the Whole Loan, the related Borrower and
                the related Mortgaged Property in the Prospectus Supplement does
                not contain any untrue statement of a material fact or omit to
                state a material fact necessary to make the statement made, in
                light of the circumstances under which such statements were
                made, not misleading, the information with respect to the Whole
                Loan contained in the Servicer Reports, taken as a whole, does
                not contain any untrue statement of a material fact or omit to
                state a material fact necessary to make the statements made, in
                light of the circumstances under which such statements were
                made, not misleading with respect to the Relevant Period; and

        3.      Based on my knowledge and the compliance review conducted in
                preparing the annual compliance statement required under Section
                12.11 of the Pooling and Servicing Agreement, during the
                Relevant Period Master Servicer No. 1 has fulfilled its
                obligations under the Pooling and Servicing Agreement with
                respect to the Whole Loan in all material respects, except as
                disclosed in the annual officer's certificate required under
                such Section 12.11.

[In giving the certification above, I have reasonably relied on and make no
certification as to information provided to me by the following unaffiliated
parties: [name(s) of servicer, sub-servicer or co-servicer] and, notwithstanding
the foregoing certifications, neither I nor Master Servicer No. 1 makes any
certification under the foregoing clauses (2) and (3) with respect to the
information in the Servicing Reports that is in turn dependent upon information
provided by the Special Servicer under the Pooling and Servicing Agreement.]

Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Pooling and Servicing Agreement.

Date:   _________________________


KEYCORP REAL ESTATE CAPITAL MARKETS, INC.



By: _____________________________
    Name:
    Title:




                                  EXHIBIT M-4A

                  FORM OF SPECIAL SERVICER BACKUP CERTIFICATION

            Re: Credit Suisse Commercial Mortgage Trust 2008-C1 (the
                "Trust"), Commercial Mortgage Pass-Through Certificates,
                Series 2008-C1

I, [identify the certifying individual], a [_______________ ] of Midland Loan
Services, Inc. as special servicer (in such capacity, the "Special Servicer"),
under that certain pooling and servicing agreement, dated as of April 1, 2008
(the "Pooling and Servicing Agreement"), among Credit Suisse First Boston
Mortgage Securities Corp., as depositor (the "Depositor"), KeyCorp Real Estate
Capital Markets, Inc., as master servicer (in such capacity, the "Master
Servicer"), the Special Servicer, and Wells Fargo Bank, N.A., as trustee (in
such capacity, the "Trustee"), on behalf of the Special Servicer certify to
[Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor,
and its officers, directors and affiliates, and with the knowledge and intent
that they will rely upon this certification, that:

        1.     Based on my knowledge, with respect to the period ending December
               31, 20[__] (the "Relevant Period"), all servicing information and
               all reports required to be submitted by the Special Servicer to
               the Master Servicer or Trustee pursuant to the Pooling and
               Servicing Agreement (the "Special Servicer Reports") for
               inclusion in the annual report on Form 10-K for the Relevant
               Period and inclusion in all reports on Form 8-K have been
               submitted by the Special Servicer to the Master Servicer or the
               Trustee, as applicable, for inclusion in these reports;

        2.     Based on my knowledge, the information contained in the Special
               Servicer Reports, taken as a whole, does not contain any untrue
               statement of a material fact or omit to state a material fact
               necessary to make the statements made, in light of the
               circumstances under which such statements were made, not
               misleading as of the last day of the Relevant Period; and

        3.     Based on my knowledge and the annual compliance review required
               under Section 12.11 of the Pooling and Servicing Agreement,
               during the Relevant Period the Special Servicer has fulfilled its
               obligations under the Pooling and Servicing Agreement in all
               material respects, except as disclosed in the annual officer's
               certificate required under such Section 12.11.







Date:   _________________________


MIDLAND LOAN SERVICES, INC.


By:_____________________________
Name:
Title:





                                  EXHIBIT M-4B

                  FORM OF SPECIAL SERVICER BACKUP CERTIFICATION
                           (450 Lexington Avenue Loan)

            Re: Credit Suisse Commercial Mortgage Trust 2008-C1 (the
                "Trust"), Commercial Mortgage Pass-Through Certificates,
                Series 2008-C1

I, [identify the certifying individual], a [_______________] of Centerline
Servicing Inc. (the "Special Servicer") as Special Servicer under that certain
pooling and servicing agreement dated as of April 1, 2008 (the "Pooling and
Servicing Agreement"), among Credit Suisse First Boston Mortgage Securities
Corp., as depositor (the "Depositor"), KeyCorp Real Estate Capital Markets,
Inc., as a master servicer ("Master Servicer No. 1"), Capmark Finance Inc., as a
master servicer ("Master Servicer No. 2" and, together with Master Servicer No.
1, the "Master Servicers"), the Special Servicer, and Wells Fargo Bank, N.A., as
trustee (the "Trustee"), on behalf of the Special Servicer as special servicer
with respect to the 450 Lexington Avenue Total Loan (the "Whole Loan") certify
to Credit Suisse First Boston Mortgage Securities Corp., as depositor of the
Credit Suisse Commercial Mortgage Trust 2008-C1, Commercial Mortgage
Pass-Through Certificates, Series 2008-C1, and its officers, directors and
affiliates, and to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification for the CSMC 2008-C1 depositor], and with the knowledge and intent
that they will rely upon this certification, that:

        1.      Based on my knowledge, with respect to the period ending
                December 31, 20[__] (the "Relevant Period"), all servicing
                information with respect to the Whole Loan and all reports with
                respect to the Whole Loan required to be submitted by the
                Special Servicer to the applicable Master Servicer or Trustee
                pursuant to the Pooling and Servicing Agreement (the "Special
                Servicer Reports") for inclusion in the annual report on Form
                10-K for the Relevant Period and inclusion in all reports on
                Form 8-K have been submitted by the Special Servicer to the
                applicable Master Servicer or the Trustee, as applicable, for
                inclusion in these reports;

        2.      Based on my knowledge, the information with respect to the Whole
                Loan contained in the Special Servicer Reports, taken as a
                whole, does not contain any untrue statement of a material fact
                or omit to state a material fact necessary to make the
                statements made, in light of the circumstances under which such
                statements were made, not misleading as of the last day of the
                Relevant Period; and

        3.      Based on my knowledge and the annual compliance review required
                under Section 11.11 of the Pooling and Servicing Agreement,
                during the Relevant Period the Special Servicer has fulfilled
                its obligations under the Pooling and Servicing Agreement with
                respect to the Whole Loan in all material respects, except as
                disclosed in the annual officer's certificate required under
                such Section 11.11.

Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Pooling and Servicing Agreement.







Date:   _________________________


CENTERLINE SERVICING INC.



By:_____________________________
Name:
Title:





                                   EXHIBIT M-5
                                   -----------

                    FORM OF SUB-SERVICER BACKUP CERTIFICATION

            Re: Credit Suisse Commercial Mortgage Trust 2008-C1 (the
                "Trust"), Commercial Mortgage Pass-Through Certificates,
                Series 2008-C1

        As contemplated by that certain Pooling and Servicing Agreement, dated
as of April 1, 2008 (the "Pooling and Servicing Agreement"), among Credit Suisse
First Boston Mortgage Securities Corp., as depositor (the "Depositor"), KeyCorp
Real Estate Capital Markets, Inc., as master servicer (in such capacity, the
"Master Servicer"), Midland Loan Services, Inc., as special servicer (in such
capacity, the "Special Servicer"), and Wells Fargo Bank, N.A., as trustee (in
such capacity, the "Trustee"), I, [identify the certifying individual], a
[____________________] of [____________________], a [____________________]
corporation (the "Sub-Servicer") as Sub-Servicer in connection with the
sub-servicing of one or more Mortgage Loans under the Pooling and Servicing
Agreement, on behalf of the Sub-Servicer, certify to [Name of Each Certifying
Person for Sarbanes-Oxley Certification], the Depositor, the Master Servicer,
the Certificate Administrator, the Trustee and their officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this
certification, that:

               (i) I have reviewed the Servicer Reports and Sub-Servicer Reports
        (each as defined below) relating to the Mortgage Loans delivered by the
        Sub-Servicer to the Master Servicer, pursuant to the Sub-Servicing
        Agreement, dated April 1, 2008 by and between the Sub-Servicer and the
        Master Servicer (the "Sub-Servicing Agreement");

               (ii) Based on my knowledge, with respect to the period ending
        [December 31, 20__] (the "Relevant Period"), all servicing information
        and all reports required to be submitted by the Sub-Servicer to the
        Certificate Administrator pursuant to the Pooling and Servicing
        Agreement (the "Servicer Reports") for inclusion in the annual report on
        Form 10-K for the Relevant Period and inclusion in all reports on Form
        8-K have been submitted by the Sub-Servicer to the Certificate
        Administrator for inclusion in these reports;

               (iii) Based on my knowledge, with respect to the Relevant Period,
        all servicing information and all reports required to be submitted by
        the Sub-Servicer to the Master Servicer pursuant to the Sub-Servicing
        Agreement (the "Sub-Servicer Reports") have been submitted by the
        Sub-Servicer to the Master Servicer;

               (iv) Based on my knowledge, the information contained in the
        Servicer Reports and Sub-Servicer Reports, taken as a whole, does not
        contain any untrue statement of a material fact or omit to state a
        material fact necessary to make the statements made, in light of the
        circumstances under which such statements were made, not misleading as
        of the last day of the period ending December 31, 20[__];

               (v) Based upon my knowledge and the annual compliance review
        performed as required under Section [__] of the Sub-Servicing Agreement,
        and except as disclosed in the compliance certificate delivered pursuant
        to Section [__] of the Sub-Servicing Agreement, the Sub-Servicer has
        fulfilled its obligations under the Sub-Servicing Agreement in all
        material respects;

               (vi) [I am responsible for reviewing the activities performed by
        the Sub-Servicer under the Sub-Servicing Servicing Agreement and based
        upon my knowledge and the annual compliance reviews conducted in
        preparing the servicer compliance statements for inclusion on Form 10-K
        pursuant Item 1123 of Regulation AB with respect to the Sub-Servicer,
        and except as disclosed in the compliance certificate delivered by the
        Sub-Servicer under Section [__] of the Sub-Servicing Agreement, the
        Sub-Servicer has fulfilled its obligations under the Sub-Servicing
        Servicing Agreement in all material respects];

               (vii) I have disclosed to the accountants that are to deliver the
        annual attestation report on assessment of compliance with the Relevant
        Servicing Criteria in respect of the Sub-Servicer with respect to the
        Trust's fiscal year 20[__] all information relating to the
        Sub-Servicer's assessment of compliance with the Relevant Servicing
        Criteria, in order to enable them to conduct a review in compliance with
        the standards for attestation engagements issued or adopted by the
        PCAOB; and

               (viii) All annual assessment reports required under Section [__]
        of the Sub-Servicing Agreement and their related annual attestation
        reports required to be provided to the Master Servicer, the Certificate
        Administrator and the Depositor by the Sub-Servicer or any Servicing
        Function Participant retained by the Sub-Servicer under or as
        contemplated by the Pooling and Servicing Agreement and the
        Sub-Servicing Agreement have been provided thereby. Based on my
        knowledge, all material instances of noncompliance with the Relevant
        Servicing Criteria have been disclosed in such reports, in each case
        based upon the annual attestation report provided by a registered public
        accounting firm, after conducting a review in compliance with the
        standards for attestation engagements issued or adopted by the PCAOB,
        delivered pursuant to Section [__] of the Sub-Servicing Agreement.

        Capitalized terms used but not defined herein have the meanings set
forth in the Sub-Servicing Agreement or, if not defined in the Sub-Servicing
Agreement, then the meanings set forth in the Pooling and Servicing Agreement.

Date:


[INSERT NAME OF SUB-SERVICER]



By: _____________________________
Name:
Title:




                                 EXHIBIT N

                    SCHEDULE OF DESIGNATED SUB-SERVICERS



                                                Cut-off Date
Loan #    Property Name                     Principal Balance          Sub-Servicer
- ------    -------------------------------   -----------------   -----------------------------
                                                       
8         Southside Works                       $32,900,000     Capstone Realty Advisors, LLC
13        Harvard Market                        $12,500,000     Column Financial, Inc.
19        Arbors of Olmsted                      $9,200,000     Column Financial, Inc.
20        Holiday Inn Express Brooksville        $4,879,579     Column Financial, Inc.
21        Hampton Inn Spring Hill                $4,282,080     Column Financial, Inc.
22        Embassy Suites                         $9,058,021     Capstone Realty Advisors, LLC
25        Henderson Commons                      $7,817,065     Column Financial, Inc.
27        Stoney Run Apartments                  $7,700,000     Column Financial, Inc.
36        The Creek at Stone Oak                 $4,900,000     Column Financial, Inc.
40        Hillcrest Manor Apartments             $4,462,099     Capstone Realty Advisors, LLC
41        Premier Medical Center                 $4,265,000     Capstone Realty Advisors, LLC
43        Holiday Inn Express Petersburg         $3,984,670     Column Financial, Inc.
44        Uintah Plaza                           $3,964,294     Column Financial, Inc.
46        ProSouth Office Building               $3,569,345     Capmark Finance Inc.
48        Webster Parc                           $3,225,000     Column Financial, Inc.
49        Waterstone I & II                      $2,935,000     Column Financial, Inc.
51        Hillcrest Green Apartments             $2,631,405     Capstone Realty Advisors, LLC
57        Bennington Greenlane Townhomes         $1,545,238     Column Financial, Inc.
58        Rugby Apartments                       $1,500,000     Capmark Finance Inc.







                                    EXHIBIT O

                         FORM OF CUSTODIAL CERTIFICATION

                                     [Date]

[DEPOSITOR]

[MASTER SERVICER]                   Mortgage Loan Seller

[SPECIAL SERVICER]


            Re: Credit Suisse First Boston Mortgage Securities Corp., Commercial
                Mortgage Pass-Through Certificates, Series 2008-C1

Ladies and Gentlemen:

        Pursuant to Section 2.02(b) of the Pooling and Servicing Agreement,
dated as of April 1, 2008 and related to the above-referenced Certificates (the
"Agreement"), Wells Fargo Bank, N.A. as trustee (the "Trustee"), hereby
certifies as to each Trust Mortgage Loan subject to the Agreement (except as
specifically identified in the exception report attached hereto) that: (i) all
documents specified in clauses (i) through (v), (ix), (xi), (xii), (xvi) and
(xviii) of the definition of "Mortgage File" are in its possession, and (ii) all
such Mortgage Loan Documents have been received, have been executed, appear to
be what they purport to be, purport to be recorded or filed (if recordation or
filing is specified for such document in the definition of "Mortgage File") and
have not been torn, mutilated or otherwise defaced, and that such documents
relate to the Trust Mortgage Loans identified on the Trust Mortgage Loan
Schedule.

        Other than as stipulated in the Agreement, none of the Trustee, the
Master Servicer, the Special Servicer, or any Custodian (a) is under any duty or
obligation to inspect, review or examine any of the documents, instruments,
certificates or other papers relating to the Trust Mortgage Loans delivered to
it to determine that the same are valid, legal, effective, genuine, binding,
enforceable, sufficient or appropriate for the represented purpose or that they
are other than what they purport to be on their face and (b) shall have any
responsibility for determining whether the text of any assignment or endorsement
is in proper or recordable form, whether the requisite recording of any document
is in accordance with the requirements of any applicable jurisdiction, or
whether a blanket assignment is permitted in any applicable jurisdiction.

        In performing the reviews contemplated by Sections 2.02(a) and 2.02(b)
of the Agreement, the Trustee may conclusively rely on the purported genuineness
of any such document and any signature thereon. It is understood that the scope
of the Trustee's review of the Mortgage Files is limited solely to confirming
that the documents specified in clauses (i) through (v), (ix), (xi), (xii),
(xvi) and (xviii) of the definition thereof and have been received and such
additional information as will be necessary for delivering the certifications
required by the Agreement.

        Further, with respect to UCC filings, absent actual knowledge or copies
of UCC filings in the Mortgage File indicating otherwise, the Trustee shall make
the assumptions contemplated by Section 2.02(c) of the Agreement.

        Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to them in the Agreement.

                                          Respectfully,

                                          WELLS FARGO BANK, N.A.
                                          as Trustee

                                          By: __________________________________
                                          Name:
                                          Title:





                                    EXHIBIT P

                         TRUST MORTGAGE LOANS COVERED BY
                         ENVIRONMENTAL INSURANCE POLICY




                                          Environmental                                        Cut-Off Date
Loan #       Property Name             Insurance Carrier           Mortgage Loan Seller     Principal Balance
- ------   --------------------        -----------------------      ----------------------    -----------------
                                                                                
  47     George Portfolio (2)        Steadfast Insurance Co.      Column Financial, Inc.         $3,243,562
  48     Webster Parc                Steadfast Insurance Co.      Column Financial, Inc.         $3,225,000
         Mission Village Shopping
  52     Center                      Steadfast Insurance Co.      Column Financial, Inc.         $2,439,767
  55     Lake Bonny MHP              Steadfast Insurance Co.      Column Financial, Inc.         $1,879,000
  56     Peoria Strip Center         Steadfast Insurance Co.      Column Financial, Inc.         $1,673,123
         Bennington Greenlane
  57     Townhomes                   Steadfast Insurance Co.      Column Financial, Inc.         $1,545,238
  58     Rugby Apartments            Steadfast Insurance Co.      Column Financial, Inc.         $1,500,000
  59     Bruno's Shopping Center     Steadfast Insurance Co.      Column Financial, Inc.         $1,115,379
  60     Cedar Village MHP           Steadfast Insurance Co.      Column Financial, Inc.           $996,168





                                    EXHIBIT Q

                   CLASS A-AB TARGETED PRINCIPAL BALANCE TABLE



Distribution Date          Balance         Distribution Date         Balance
- -----------------      --------------      -----------------     --------------
                                                        
May 2008               $22,262,000.00      October 2012          $22,262,000.00
June 2008              $22,262,000.00      November 2012         $22,262,000.00
July 2008              $22,262,000.00      December 2012         $22,262,000.00
August 2008            $22,262,000.00      January 2013          $22,262,000.00
September 2008         $22,262,000.00      February 2013         $22,093,814.03
October 2008           $22,262,000.00      March 2013            $21,563,762.30
November 2008          $22,262,000.00      April 2013            $21,212,914.14
December 2008          $22,262,000.00      May 2013              $20,799,526.66
January 2009           $22,262,000.00      June 2013             $20,444,385.01
February 2009          $22,262,000.00      July 2013             $20,026,819.06
March 2009             $22,262,000.00      August 2013           $19,667,336.06
April 2009             $22,262,000.00      September 2013        $19,305,834.77
May 2009               $22,262,000.00      October 2013          $18,882,079.57
June 2009              $22,262,000.00      November 2013         $18,516,166.03
July 2009              $22,262,000.00      December 2013         $18,088,116.79
August 2009            $22,262,000.00      January 2014          $17,717,741.82
September 2009         $22,262,000.00      February 2014         $17,345,287.02
October 2009           $22,262,000.00      March 2014            $16,791,133.95
November 2009          $22,262,000.00      April 2014            $14,401,126.66
December 2009          $22,262,000.00      May 2014              $13,964,115.21
January 2010           $22,262,000.00      June 2014             $13,584,000.85
February 2010          $22,262,000.00      July 2014             $13,142,543.59
March 2010             $22,262,000.00      August 2014           $12,757,810.10
April 2010             $22,262,000.00      September 2014        $12,370,914.84
May 2010               $22,262,000.00      October 2014          $11,922,858.34
June 2010              $22,262,000.00      November 2014         $11,531,268.31
July 2010              $22,262,000.00      December 2014         $11,078,642.78
August 2010            $22,262,000.00      January 2015          $10,682,305.59
September 2010         $22,262,000.00      February 2015         $10,283,741.04
October 2010           $22,262,000.00      March 2015            $  9,707,110.37
November 2010          $22,262,000.00      April 2015            $  9,303,056.03
December 2010          $22,262,000.00      May 2015              $  8,838,300.03
January 2011           $22,262,000.00      June 2015             $  8,429,359.39
February 2011          $22,262,000.00      July 2015             $  7,959,847.97
March 2011             $22,262,000.00      August 2015           $  7,545,966.50
April 2011             $22,262,000.00      September 2015        $  7,129,758.41
May 2011               $22,262,000.00      October 2015          $  6,653,174.20
June 2011              $22,262,000.00      November 2015         $  6,231,944.17
July 2011              $22,262,000.00      December 2015         $  5,750,472.53
August 2011            $22,262,000.00      January 2016          $  5,324,164.51
September 2011         $22,262,000.00      February 2016         $  4,895,459.59
October 2011           $22,262,000.00      March 2016            $  4,349,082.31
November 2011          $22,262,000.00      April 2016            $  3,914,889.09
December 2011          $22,262,000.00      May 2016              $  3,420,801.44
January 2012           $22,262,000.00      June 2016             $  2,981,385.49
February 2012          $22,262,000.00      July 2016             $  2,482,215.00
March 2012             $22,262,000.00      August 2016           $  2,037,518.02
April 2012             $22,262,000.00      September 2016        $  1,590,320.08
May 2012               $22,262,000.00      October 2016          $  1,083,576.01
June 2012              $22,262,000.00      November 2016             $631,010.16
July 2012              $22,262,000.00      December 2016             $119,041.94
August 2012            $22,262,000.00      January 2017 and
September 2012         $22,262,000.00        thereafter                    $0.00







                                   EXHIBIT R-1

                        FORM OF INFORMATION REQUEST FROM
                     CERTIFICATEHOLDER OR CERTIFICATE OWNER

                                     [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention: Corporate Trust Services, CSMC 2008-C1

KeyCorp Real Estate Capital Markets, Inc.
911 Main Street, Suite 1500,
Kansas City, Missouri 64105
Attention: Credit Suisse Commercial Mortgage Trust 2008-C1
           Commercial Mortgage Pass-Through Certificates, Series 2008-C1



Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 5th Floor
New York, New York 10010
Attention: Edmund Taylor

            Re: Credit Suisse First Boston Mortgage Securities Corp. Commercial
                Mortgage Pass-Through Certificates, Series 2008-C1


        In accordance with the Pooling and Servicing Agreement, dated as of
April 1, 2008 (the "Pooling and Servicing Agreement"), among Credit Suisse First
Boston Mortgage Securities Corp., as depositor (the "Depositor"), KeyCorp Real
Estate Capital Markets, Inc., as master servicer (the "Master Servicer"),
Midland Loan Services, Inc., as special servicer, and Wells Fargo Bank, N.A., as
trustee (the "Trustee"), with respect to the Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2008-C1
(the "Certificates"), the undersigned ("Investor") hereby certifies and agrees
as follows:

        1. Investor is a [holder] [beneficial owner] of [$__________ aggregate
[Certificate Balance/Certificate Notional Amount] of] [a ___% Percentage
Interest in] the Class ____ Certificates.

        2. Investor is requesting access to the following information (the
"Information") solely for use in evaluating Investor's investment in the
Certificates:

                ___     The information available on the Master Servicer's
                        Website pursuant to Section 3.15 of the Pooling and
                        Servicing Agreement.

                ___     The information available on the Trustee's Website
                        pursuant to Section 4.02 of the Pooling and Servicing
                        Agreement.

                ___     The information identified on Schedule I attached hereto
                        pursuant to Sections 3.15 and 4.02 of the Pooling and
                        Servicing Agreement.

        3.      In consideration of the Master Servicer's or the Trustee's
                disclosure to Investor of the Information, Investor will keep
                the Information confidential (except from such outside Persons
                as are assisting it in evaluating the Information), and such
                Information will not, without the prior written consent of the
                Master Servicer or the Trustee, as applicable, be disclosed by
                Investor or by its affiliates, officers, directors, partners,
                shareholders, members, managers, employees, agents or
                representatives (collectively, the "Representatives") in any
                manner whatsoever, in whole or in part; provided, that Investor
                may provide all or any part of the Information to any other
                Person that holds or is contemplating the purchase of any
                Certificate or interest therein, but only if such Person
                confirms in writing such ownership interest or prospective
                ownership interest and agrees to keep it confidential; and
                provided further, that Investor may provide all or any part of
                the Information to its auditors, legal counsel and regulators.

        4.      Investor will not use or disclose the Information in any manner
                that could result in a violation of any provision of the
                Securities Act of 1933, as amended (the "Securities Act"), or
                the Securities Exchange Act of 1934, as amended, or that would
                require registration of any Non-Registered Certificate pursuant
                to Section 5 of the Securities Act.

        5.      Investor hereby acknowledges and agrees that:

        Neither the Master Servicer nor the Trustee will make any
representations or warranties as to the accuracy or completeness of, and will
assume no responsibility for, any report, document or other information
delivered pursuant to this request or made available on their respective
Websites;

        Neither the Master Servicer nor the Trustee has undertaken any
obligation to verify the accuracy or completeness of any information provided by
a Borrower, a third party, each other or any other Person that is included in
any report, document or other information delivered pursuant to this request or
made available on their respective Websites;

        Any transmittal of any report, document or other information to Investor
by the Master Servicer or the Trustee is subject to, which transmittal may (but
need not be) accompanied by a letter containing, the following provision:

        By receiving the information set forth herein, you hereby acknowledge
and agree that the United States securities laws restrict any person who
possesses material, non-public information regarding the Trust which issued
Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2008-C1, from purchasing or selling such
Certificates in circumstances where the other party to the transaction is not
also in possession of such information. You also acknowledge and agree that such
information is being provided to you for the purposes of, and such information
may be used only in connection with, evaluation by you or another
Certificateholder, Certificate Owner or prospective purchaser of such
Certificates or beneficial interest therein; and

        When delivering any report, document or other information pursuant to
this request, the Master Servicer or the Trustee may (i) indicate the source
thereof and may affix thereto any disclaimer it deems appropriate in its
discretion and (ii) contemporaneously provide such report, document or
information to the Depositor, the Trustee, any Underwriter, any Rating Agency or
Certificateholders or Certificate Owners.

        6. Investor agrees to indemnify and hold harmless the Master Servicer,
the Trustee, the Trust and the Depositor from any damage, loss, cost or
liability (including legal fees and expenses and the cost of enforcing this
indemnity) arising out of or resulting from any unauthorized use or disclosure
of the Information by Investor or any of its Representatives. Investor also
acknowledges and agrees that money damages would be both incalculable and an
insufficient remedy for any breach of the terms of this letter by Investor or
any of its Representatives and that the Master Servicer, the Trustee, or the
Trust may seek equitable relief, including injunction and specific performance,
as a remedy for any such breach. Such remedies are not the exclusive remedies
for a breach of this letter but are in addition to all other remedies available
at law or equity.

        Capitalized terms used in this letter but not defined have the
respective meanings given to them in the Pooling and Servicing Agreement.

        IN WITNESS WHEREOF, Investor has caused its name to be signed hereto by
its duly authorized officer, as of the day and year written above.

                                          [CERTIFICATEHOLDER]
                                          [BENEFICIAL OWNER OF A CERTIFICATE]


                                          By: __________________________________
                                          Name: ________________________________
                                          Title: _______________________________
                                          Telephone No.: _______________________





                                   SCHEDULE I

                             [INFORMATION REQUESTED]





                                   EXHIBIT R-2

              FORM OF INFORMATION REQUEST FROM PROSPECTIVE INVESTOR

                                     [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention: Corporate Trust Services, CSMC 2008-C1


KeyCorp Real Estate Capital Markets, Inc.
911 Main Street, Suite 1500,
Kansas City, Missouri 64105
Attention: Credit Suisse Commercial Mortgage Trust 2008-C1
           Commercial Mortgage Pass-Through Certificates, Series 2008-C1

Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 5th Floor
New York, New York 10010
Attention: Edmund Taylor

            Re: Credit Suisse First Boston Mortgage Securities Corp. Commercial
                Mortgage Pass-Through Certificates, Series 2008-C1


        In accordance with the Pooling and Servicing Agreement, dated as of
April 1, 2008 (the "Pooling and Servicing Agreement"), among Credit Suisse First
Boston Mortgage Securities Corp., as depositor (the "Depositor"), KeyCorp Real
Estate Capital Markets, Inc., as master servicer (the "Master Servicer"),
Midland Loan Services, Inc., as special servicer, and Wells Fargo Bank, N.A., as
trustee (the "Trustee"), with respect to the Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2008-C1
(the "Certificates"), the undersigned ("Investor") hereby certifies and agrees
as follows:

        1. Investor is contemplating an investment in the Class ____
Certificates.

        2. Investor is requesting access to the following information (the
"Information") solely for use in evaluating such possible investment:

                ___     The information available on the Master Servicer's
                        Website pursuant to Section 3.15 of the Pooling and
                        Servicing Agreement.

                ___     The information available on the Trustee's Website
                        pursuant to Section 4.02 of the Pooling and Servicing
                        Agreement.

                ___     The information identified on Schedule I attached hereto
                        pursuant to Sections 3.15 and 4.02 of the Pooling and
                        Servicing Agreement.

        3.      In consideration of the Master Servicer's or the Trustee's
                disclosure to Investor of the Information, Investor will keep
                the Information confidential (except from such outside Persons
                as are assisting it in making the investment decision described
                in paragraph 1), and such Information will not, without the
                prior written consent of the Master Servicer or the Trustee, as
                applicable, be disclosed by Investor or by its affiliates,
                officers, directors, partners, shareholders, members, managers,
                employees, agents or representatives (collectively, the
                "Representatives") in any manner whatsoever, in whole or in
                part; provided, that Investor may provide all or any part of the
                Information to any other Person that holds or is contemplating
                the purchase of any Certificate or interest therein, but only if
                such Person confirms in writing such ownership interest or
                prospective ownership interest and agrees to keep it
                confidential; and provided further, that Investor may provide
                all or any part of the Information to its auditors, legal
                counsel and regulators.


        4.     Investor will not use or disclose the Information in any manner
               that could result in a violation of any provision of the
               Securities Act of 1933, as amended (the "Securities Act"), or the
               Securities Exchange Act of 1934, as amended, or that would
               require registration of any Non-Registered Certificate pursuant
               to Section 5 of the Securities Act.

        5.     Investor hereby acknowledges and agrees that:

        Neither the Master Servicer nor the Trustee will make any
representations or warranties as to the accuracy or completeness of, and will
assume no responsibility for, any report, document or other information
delivered pursuant to this request or made available on their respective
Websites;

        Neither the Master Servicer nor the Trustee has undertaken any
obligation to verify the accuracy or completeness of any information provided by
a Borrower, a third party, each other or any other Person that is included in
any report, document or other information delivered pursuant to this request or
made available on their respective Websites;

        Any transmittal of any report, document or other information to Investor
by the Master Servicer or the Trustee is subject to, which transmittal may (but
need not be) accompanied by a letter containing, the following provision:

        By receiving the information set forth herein, you hereby acknowledge
and agree that the United States securities laws restrict any person who
possesses material, non-public information regarding the Trust which issued
Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2008-C1, from purchasing or selling such
Certificates in circumstances where the other party to the transaction is not
also in possession of such information. You also acknowledge and agree that such
information is being provided to you for the purposes of, and such information
may be used only in connection with, evaluation by you or another
Certificateholder, Certificate Owner or prospective purchaser of such
Certificates or beneficial interest therein; and

        When delivering any report, document or other information pursuant to
this request, the Master Servicer or the Trustee may (i) indicate the source
thereof and may affix thereto any disclaimer it deems appropriate in its
discretion and (ii) contemporaneously provide such report, document or
information to the Depositor, the Trustee, any Underwriter, any Rating Agency or
Certificateholders or Certificate Owners.

        6. Investor agrees to indemnify and hold harmless the Master Servicer,
the Trustee, the Trust and the Depositor from any damage, loss, cost or
liability (including legal fees and expenses and the cost of enforcing this
indemnity) arising out of or resulting from any unauthorized use or disclosure
of the Information by Investor or any of its Representatives. Investor also
acknowledges and agrees that money damages would be both incalculable and an
insufficient remedy for any breach of the terms of this letter by Investor or
any of its Representatives and that the Master Servicer, the Trustee or the
Trust may seek equitable relief, including injunction and specific performance,
as a remedy for any such breach. Such remedies are not the exclusive remedies
for a breach of this letter but are in addition to all other remedies available
at law or equity.

        Capitalized terms used in this letter but not defined have the
respective meanings given to them in the Pooling and Servicing Agreement.

        IN WITNESS WHEREOF, Investor has caused its name to be signed hereto by
its duly authorized officer, as of the day and year written above.
                                          [PROSPECTIVE PURCHASER]


                                          By: __________________________________
                                          Name:_________________________________
                                          Title:________________________________
                                          Telephone No.:________________________





                                   SCHEDULE I

                             [INFORMATION REQUESTED]





                                    EXHIBIT S

               SCHEDULE OF MORTGAGE LOANS WITH HOLDBACKS/EARNOUTS

Loan #         Property Name
- ------         ------------------------
8              Southside Works
16             Grand Eagle
36             The Creek at Stone Oak
49             Waterstone I & II
59             Bruno's Shopping Center
60             Cedar Village MHP





                                    EXHIBIT T

               FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER

                                     [Date]

[TRUSTEE]
[MASTER SERVICER]
[SPECIAL SERVICER]
[DEPOSITOR]

            Re: Credit Suisse First Boston Mortgage Securities Corp., Commercial
                Mortgage Pass-Through Certificates, Series 2008-C1

Ladies and Gentlemen:

        Pursuant to Section 7.01(c) of the Pooling and Servicing Agreement,
dated as of April 1, 2008, relating to Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2008-C1
(the "Agreement"), the undersigned hereby agrees with all the other parties to
the Agreement that the undersigned shall serve as Special Servicer under, and as
defined in, the Agreement. The undersigned hereby acknowledges and agrees that,
as of the date hereof, it is and shall be a party to the Agreement and bound
thereby to the full extent indicated therein in the capacity of Special
Servicer. The undersigned hereby makes, as of the date hereof, the
representations and warranties set forth in Section 3.24 of the Agreement, with
the following corrections with respect to type of entity and jurisdiction of
organization: ____________________.



                                                   By: _________________________
                                                   Name:
                                                   Title:






                                    EXHIBIT U

                           Relevant Servicing Criteria

         SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
         --------------------------------------------------------------

        The assessment of compliance to be delivered shall address, at a
minimum, the criteria identified below as "Relevant Servicing Criteria" (with
each Servicing Function Participant deemed to be responsible for the items
applicable to the functions it is performing and for which the party that
retained such Servicing Function Participant is responsible):



- -------------------------------------------------------------------------------- ------------------
                                Relevant Servicing Criteria                         Applicable
                                                                                    Party(ies)
- -------------------------------------------------------------------------------- ------------------
    Reference                                Criteria
- ------------------- ------------------------------------------------------------ ------------------
                                 General Servicing Considerations
- ------------------- ------------------------------------------------------------ ------------------
- ------------------- ------------------------------------------------------------ ------------------
                                                                            
1122(d)(1)(i)       Policies and procedures are instituted to monitor any             Trustee
                    performance or other triggers and events of default in        Master Servicer
                    accordance with the transaction agreements.                  Special Servicer
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(1)(ii)      If any material servicing activities are outsourced to            Trustee
                    third parties, policies and procedures are instituted to      Master Servicer
                    monitor the third party's performance and compliance with    Special Servicer
                    such servicing activities.
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(1)(iii)     Any requirements in the transaction agreements to maintain          N/A
                    a back-up servicer for the mortgage loans are maintained.
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(1)(iv)      A fidelity bond and errors and omissions policy is in         Master Servicer
                    effect on the party participating in the servicing           Special Servicer
                    function throughout the reporting period in the amount of
                    coverage required by and otherwise in accordance with the
                    terms of the transaction agreements.
- ------------------- ------------------------------------------------------------ ------------------
                                Cash Collection and Administration
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(2)(i)       Payments on mortgage loans are deposited into the                 Trustee
                    appropriate custodial bank accounts and related bank          Master Servicer
                    clearing accounts no more than two business days following   Special Servicer
                    receipt, or such other number of days specified in the
                    transaction agreements.
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(2)(ii)      Disbursements made via wire transfer on behalf of an              Trustee
                    obligor or to an investor are made only by authorized
                    personnel.
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(2)(iii)     Advances of funds or guarantees regarding collections,        Master Servicer
                    cash flows or distributions, and any interest or other       Special Servicer
                    fees charged for such advances, are made, reviewed and            Trustee
                    approved as specified in the transaction agreements.
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(2)(iv)      The related accounts for the transaction, such as cash            Trustee
                    reserve accounts or accounts established as a form of         Master Servicer
                    overcollateralization, are separately maintained (e.g.,      Special Servicer
                    with respect to commingling of cash) as set forth in the
                    transaction agreements.
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(2)(v)       Each custodial account is maintained at a federally               Trustee
                    insured depository institution as set forth in the            Master Servicer
                    transaction agreements.  For purposes of this criterion,     Special Servicer
                    "federally insured depository institution" with respect to
                    a foreign financial institution means a foreign financial
                    institution that meets the requirements of Rule
                    13k-1(b)(1) of the Securities Exchange Act.
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(2)(vi)      Unissued checks are safeguarded so as to prevent              Master Servicer
                    unauthorized access.                                         Special Servicer
                                                                                      Trustee
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(2)(vii)     Reconciliations are prepared on a monthly basis for all           Trustee
                    asset-backed securities related bank accounts, including      Master Servicer
                    custodial accounts and related bank clearing accounts.       Special Servicer
                    These reconciliations are (A) mathematically accurate; (B)
                    prepared within 30 calendar days after the bank statement
                    cutoff date, or such other number of days specified in the
                    transaction agreements; (C) reviewed and approved by
                    someone other than the person who prepared the
                    reconciliation; and (D) contain explanations for
                    reconciling items.  These reconciling items are resolved
                    within 90 calendar days of their original identification,
                    or such other number of days specified in the transaction
                    agreements.
- ------------------- ------------------------------------------------------------ ------------------
                                Investor Remittances and Reporting
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(3)(i)       Reports to investors, including those to be filed with the        Trustee
                    Commission, are maintained in accordance with the
                    transaction agreements and applicable Commission
                    requirements.  Specifically, such reports (A) are prepared
                    in accordance with timeframes and other terms set forth in
                    the transaction agreements; (B) provide information
                    calculated in accordance with the terms specified in the
                    transaction agreements; (C) are filed with the Commission
                    as required by its rules and regulations; and (D) agree
                    with investors' or the trustee's records as to the total
                    unpaid principal balance and number of mortgage loans
                    serviced by the Servicer.
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(3)(ii)      Amounts due to investors are allocated and remitted in            Trustee
                    accordance with timeframes, distribution priority and
                    other terms set forth in the transaction agreements.
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(3)(iii)     Disbursements made to an investor are posted within two           Trustee
                    business days to the servicer's investor records, or such
                    other number of days specified in the transaction
                    agreements.
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(3)(iv)      Amounts remitted to investors per the investor reports            Trustee
                    agree with cancelled checks, or other form of payment, or
                    custodial bank statements.
- ------------------- ------------------------------------------------------------ ------------------
                                     Pool Asset Administration
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(4)(i)       Collateral or security on mortgage loans is maintained as         Trustee
                    required by the transaction agreements or related mortgage    Master Servicer
                    loan documents.                                              Special Servicer
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(4)(ii)      Mortgage loan and related documents are safeguarded as            Trustee
                    required by the transaction agreements.
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(4)(iii)     Any additions, removals or substitutions to the mortgage          Trustee
                    loan pool are made, reviewed and approved in accordance      Special Servicer
                    with any conditions or requirements in the transaction
                    agreements.
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(4)(iv)      Payments on mortgage loans, including any payoffs, made in    Master Servicer
                    accordance with the related mortgage loan documents are
                    posted to the servicer's obligor records maintained no
                    more than two business days after receipt, or such other
                    number of days specified in the transaction agreements,
                    and allocated to principal, interest or other items (e.g.,
                    escrow) in accordance with the related mortgage loan
                    documents.
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(4)(v)       The servicer's records regarding the mortgage loans agree     Master Servicer
                    with the servicer's records with respect to an obligor's
                    unpaid principal balance.
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(4)(vi)      Changes with respect to the terms or status of an             Master Servicer
                    obligor's mortgage loans (e.g., loan modifications or        Special Servicer
                    re-agings) are made, reviewed and approved by authorized
                    personnel in accordance with the transaction agreements
                    and related mortgage loan documents.
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(4)(vii)     Loss mitigation or recovery actions (e.g., forbearance       Special Servicer
                    plans, modifications and deeds in lieu of foreclosure,
                    foreclosures and repossessions, as applicable) are
                    initiated, conducted and concluded in accordance with the
                    timeframes or other requirements established by the
                    transaction agreements.
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(4)(viii)    Records documenting collection efforts are maintained         Master Servicer
                    during the period a mortgage loan is delinquent in           Special Servicer
                    accordance with the transaction agreements.  Such records
                    are maintained on at least a monthly basis, or such other
                    period specified in the transaction agreements, and
                    describe the entity's activities in monitoring delinquent
                    mortgage loans including, for example, phone calls,
                    letters and payment rescheduling plans in cases where
                    delinquency is deemed temporary (e.g., illness or
                    unemployment).
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(4)(ix)      Adjustments to interest rates or rates of return for                N/A
                    mortgage loans with variable rates are computed based on
                    the related mortgage loan documents.
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(4)(x)       Regarding any funds held in trust for an obligor (such as     Master Servicer
                    escrow accounts): (A) such funds are analyzed, in
                    accordance with the obligor's mortgage loan documents, on
                    at least an annual basis, or such other period specified
                    in the transaction agreements; (B) interest on such funds
                    is paid, or credited, to obligors in accordance with
                    applicable mortgage loan documents and state laws; and (C)
                    such funds are returned to the obligor within 30 calendar
                    days of full repayment of the related mortgage loan, or
                    such other number of days specified in the transaction
                    agreements.
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(4)(xi)      Payments made on behalf of an obligor (such as tax or         Master Servicer
                    insurance payments) are made on or before the related
                    penalty or expiration dates, as indicated on the
                    appropriate bills or notices for such payments, provided
                    that such support has been received by the servicer at
                    least 30 calendar days prior to these dates, or such other
                    number of days specified in the transaction agreements.
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(4)(xii)     Any late payment penalties in connection with any payment     Master Servicer
                    to be made on behalf of an obligor are paid from the         Special Servicer
                    servicer's funds and not charged to the obligor, unless
                    the late payment was due to the obligor's error or
                    omission.
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(4)(xiii)    Disbursements made on behalf of an obligor are posted         Master Servicer
                    within two business days to the obligor's records
                    maintained by the servicer, or such other number of days
                    specified in the transaction agreements.
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(4)(xiv)     Delinquencies, charge-offs and uncollectible accounts are     Master Servicer
                    recognized and recorded in accordance with the transaction   Special Servicer
                    agreements.
- ------------------- ------------------------------------------------------------ ------------------
1122(d)(4)(xv)      Any external enhancement or other support, identified in            N/A
                    Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
                    is maintained as set forth in the transaction agreements.
- ------------------- ------------------------------------------------------------ ------------------





                                    EXHIBIT V

                         Additional Form 10-D Disclosure



               Item on Form 10-D                               Responsible Parties
- -----------------------------------------------   ----------------------------------------------
                                            
Item 1:  Distribution and Pool Performance          Master Servicer (only with respect to Item
         Information (any information required     1121(a)(12) of Regulation AB and only as to
         by Item 1121 of Regulation AB which is             Performing Mortgage Loans)
         NOT included on the monthly statement)    Special Servicer (only with respect to Item
                                                   1121(a)(12) of Regulation AB and only as to
                                                        Specially Serviced Mortgage Loans)
                                                                     Trustee
                                                                    Depositor
Item 2:  Legal Proceedings (per Item 1117 of       (i) All parties to the Pooling and Servicing
         Regulation AB (to the extent material        Agreement (as to themselves), (ii) the
         to Certificateholders))                   Trustee, the Master Servicer and the Special
                                                    Servicer (in each case, if Trustee is not
                                                   also a named party) as to the issuing entity,
                                                   (iii) the Depositor as to the sponsors, any
                                                    1110(b) originator and any 1100(d)(1) party
Item 3:  Sale of Securities and Use of Proceeds                     Depositor
Item 4:  Defaults Upon Senior Securities                             Trustee
Item 5:  Submission of Matters to a Vote of                          Trustee
         Security Holders
Item 6:  Significant Obligors of Pool Assets                        Depositor
Item 7:  Significant Enhancement Provider                           Depositor
         Information
Item 8:  Other Information (information            Any party responsible for disclosure items on
         required to be disclosed on Form 8-K                        Form 8-K
         that was not properly disclosed)
Item 9:  Exhibits                                                    Trustee
                                                                    Depositor






                                    EXHIBIT W

                         Additional Form 10-K Disclosure



               Item on Form 10-K                                Party Responsible
- ------------------------------------------------  ----------------------------------------------
                                            
Item 1B: Unresolved Staff Comments                                  Depositor

Item 9B: Other Information (information           Any party responsible for disclosure items on
         required to be disclosed on Form 8-K                        Form 8-K
         that was not properly disclosed)

Item 15: Exhibits, Financial Statement Schedules                     Trustee
                                                                    Depositor

Additional Item:
Disclosure per Item 1117 of Regulation AB (to      (i) All parties to the Pooling and Servicing
the extent material to Certificateholders)            Agreement (as to themselves), (ii) the
                                                   Trustee, the Master Servicer and the Special
                                                    Servicer (in each case, if Trustee is not
                                                  also a named party) as to the issuing entity,
                                                    (iii) the Depositor as to the sponsor, any
                                                   1110(b) originator, and any 1100(d)(1) party

Additional Item:
Disclosure per Item 1119 of Regulation AB (to      (i) All parties to the Pooling and Servicing
the extent material to Certificateholders)            Agreement as to themselves; provided,
                                                   however, (A) as to the Master Servicer, only
                                                   to the extent material to Certificateholders
                                                      and only as to affiliations under Item
                                                  1119(a) with the Trustee, Special Servicer or
                                                  an Item 1108(a)(3) Sub-Servicer and (B) as to
                                                     the Special Servicer, only to the extent
                                                  material to Certificateholders and only as to
                                                     affiliations under Item 1119(a) with the
                                                       Trustee, Master Servicer or an Item
                                                  1108(a)(3) Sub-Servicer (ii) the Trustee, the
                                                   Special Servicer and the Master Servicer as
                                                   to the issuing entity, (iii) the Depositor,
                                                     as to the sponsors, originators, and any
                                                   significant obligor, enhancement or support
                                                                     provider

Additional Item:
Disclosure per Item 1112(b) of Regulation AB        Depositor/Master Servicer/Special Servicer
                                                     (only for REO Properties and only to the
                                                   extent the Special Servicer is in possession
                                                   of such items required under Item 1112(b) of
                                                                  Regulation AB)

Additional Item:
Disclosure per Items 1114(b)(2) and 1115(b) of                       Trustee
Regulation AB







                                    EXHIBIT X

                         Form 8-K Disclosure Information



                Item on Form 8-K                                Party Responsible
- -----------------------------------------------   ----------------------------------------------
                                            
Item 1.01: Entry into a Material Definitive          All parties to the Pooling and Servicing
           Agreement                               Agreement only as to agreements such entity
                                                    is a party to or entered into on behalf of
                                                                  the Trust Fund

Item 1.02  Termination of a Material Definitive      All parties to the Pooling and Servicing
           Agreement                               Agreement only as to agreements such entity
                                                    is a party to or entered into on behalf of
                                                                  the Trust Fund

Item 1.03  Bankruptcy or Receivership                               Depositor

Item 2.04  Triggering Events that Accelerate or                      Trustee
           Increase a Direct Financial
           Obligation or an Obligation Under an
           Off-Balance Sheet Arrangement

Item 3.03  Material Modification to Rights of                        Trustee
           Security Holders

Item 5.03  Amendments of Articles of                                Depositor
           Incorporation or Bylaws; Change of
           Fiscal Year

Item 6.01  ABS Informational and Computational                      Depositor
           Material

Item 6.02  Change of Servicer or Trustee                Master Servicer (as to itself or a
                                                       Sub-Servicer retained by the Master
                                                  Servicer)/Special Servicer (as to itself or a
                                                  Sub-Servicer retained by the Special Servicer)
                                                                     Trustee
                                                                    Depositor

Item 6.03  Change in Credit Enhancement or                          Depositor
           External Support                                          Trustee

Item 6.04  Failure to Make a Required                                Trustee
           Distribution

Item 6.05  Securities Act Updating Disclosure                       Depositor

Item 7.01  Regulation FD Disclosure                                 Depositor

Item 8.01                                                           Depositor

Item 9.01                                                           Depositor







                                    EXHIBIT Y

                       Additional Disclosure Notification

**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO
cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**

Wells Fargo Bank, N.A., as Trustee
9062 Old Annapolis Road
Columbia, MD 21045-1951
Attn: Corporate Trust Services-  CSMC 2008-C1--SEC REPORT PROCESSING

RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required

Ladies and Gentlemen:

In accordance with Section 12.06 of the Pooling and Servicing Agreement, dated
as of April 1, 2008, among Credit Suisse First Boston Mortgage Corp., as
depositor (the "Depositor"), Wells Fargo Bank, N.A., as trustee (the "Trustee"),
KeyCorp Real Estate Capital Markets, Inc., as master servicer (the "Master
Servicer"), and Midland Loan Services, Inc., as special servicer (the "Special
Servicer"), the undersigned, as [___________________________________] hereby
notifies you that certain events have come to our attention that [will] [may]
need to be disclosed on Form [10-D][10-K][8-K].

Description of Additional Form [10-D][10-K][8-K] Disclosure:
- ------------------------------------------------------------





List of any Attachments hereto to be included in the Additional Form [10-D]
- ---------------------------------------------------------------------------
[10-K][8-K] Disclosure:
- -----------------------

Any inquiries related to this notification should be directed to [______________
_____________________], phone number: [___________________________________];
email address: [___________________________________].

                                          [NAME OF PARTY],

                                          as [role]


                                          By: __________________________________
                                              Name:
                                              Title:






                                    EXHIBIT Z

                   BROKER STRIP LOANS AND RELATED INFORMATION



Loan #    Property Name                                Broker Strip Payee         Broker Strip Rate
- ------    -------------                                ------------------         -----------------
                                                                         
26        Gateway Medical Plaza I                      Vista Commercial Mortgage        5 bps
28        Quality Inn & Suites                         Cronheim Mortgage Corp.          5 bps
29        Medical Mall of Abilene                      Beacon Realty Capital            5 bps
32        Rolling Oaks                                 Q10 Dwyer - Curlett & Co.        2 bps
45        University Centre Professional Building II   Sunrise Mortgage                 5 bps

EX-10.1

                                  EXHIBIT 10.1

                     Column Mortgage Loan Purchase Agreement

                                  See attached



                                                                  EXECUTION COPY

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










              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                   (Depositor)



                                       and



                             COLUMN FINANCIAL, INC.
                                    (Seller)


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

                        MORTGAGE LOAN PURCHASE AGREEMENT


                            Dated as of April 1, 2008

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










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



                                TABLE OF CONTENTS



Section 1.   Transactions on or Prior to the Closing Date......................
Section 2.   Closing Date Actions..............................................
Section 3.   Conveyance of Mortgage Loans......................................
Section 4.   Depositor's Conditions to Closing.................................
Section 5.   Seller's Conditions to Closing....................................
Section 6.   Representations and Warranties of Seller..........................
Section 7.   Obligations of Seller.............................................
Section 8.   Crossed Loans.....................................................
Section 9.   Representations and Warranties of Depositor.......................
Section 10.  Survival of Certain Representations, Warranties and Covenants.....
Section 11.  Transaction Expenses..............................................
Section 12.  Recording Costs and Expenses......................................
Section 13.  Notices...........................................................
Section 14.  Examination of Mortgage Files.....................................
Section 15.  Successors........................................................
Section 16.  Governing Law.....................................................
Section 17.  Severability......................................................
Section 18.  Further Assurances................................................
Section 19.  Counterparts......................................................
Section 20.  Treatment as Security Agreement...................................
Section 21.  Recordation of Agreement..........................................
Section 22.  Notice of Exchange Act Reportable Events..........................

Schedule I   Schedule of Transaction Terms
Schedule II  Mortgage Loan Schedule
Schedule III Mortgage Loans Constituting Crossed Groups
Schedule IV  Mortgage Loans with Lost Notes
Schedule V   Exceptions to Seller's Representations and Warranties
Exhibit A    Representations and Warranties Regarding the Mortgage Loans
Exhibit B    Form of Lost Note Affidavit




                        MORTGAGE LOAN PURCHASE AGREEMENT

            This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of April 1, 2008, is made by and between COLUMN FINANCIAL, INC., a Delaware
corporation ("Seller"), and CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES
CORP., a Delaware corporation ("Depositor").

                                    RECITALS

            I. Capitalized terms used herein without definition have the
meanings ascribed to them in the Schedule of Transaction Terms attached hereto
as Schedule I, which is incorporated herein by this reference, or, if not
defined therein, in the Pooling and Servicing Agreement specified on such
Schedule of Transaction Terms.

            II. On the Closing Date, and on the terms set forth herein, Seller
has agreed to sell to Depositor and Depositor has agreed to purchase from Seller
the mortgage loans identified on the schedule (the "Mortgage Loan Schedule")
annexed hereto as Schedule II (each such mortgage loan, a "Mortgage Loan" and,
collectively, the "Mortgage Loans"). Depositor intends to deposit the Mortgage
Loans and other assets into a trust fund (the "Trust Fund") created pursuant to
the Pooling and Servicing Agreement and to cause the issuance of the
Certificates.

                                    AGREEMENT

            NOW, THEREFORE, on the terms and conditions set forth below and for
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, Depositor and Seller agree as follows:

            Section 1. Transactions on or Prior to the Closing Date. On or prior
to the Closing Date, Seller shall have delivered the Mortgage Files with respect
to each of the Mortgage Loans listed in the Mortgage Loan Schedule to Wells
Fargo Bank, N.A. as trustee (the "Trustee") or its designee, pursuant to an
arrangement between Seller and the Trustee; provided, however, that, item (xvi)
in the definition of Mortgage File (below) shall be delivered to the Master
Servicer for inclusion in the Servicer File (defined below) with a copy
delivered to the Trustee for inclusion in the Mortgage File; and provided,
further, that Seller shall pay (or cause the related Borrower to pay) any costs
of the assignment or amendment of each letter of credit described under such
item (xvi) required in order for the Trustee to draw on such letter of credit
pursuant to the terms of the Pooling and Servicing Agreement and shall deliver
the related assignment or amendment documents within thirty (30) days after the
Closing Date, which period may be extended by thirty (30) days as provided in
the Pooling and Servicing Agreement. In addition, prior to such assignment or
amendment of a letter of credit, Seller will take all necessary steps to enable
the Master Servicer to draw on the related letter of credit on behalf of the
Trustee pursuant to the terms of the Pooling and Servicing Agreement, including,
if necessary, drawing on the letter of credit in its own name pursuant to
written instructions to draw from the Master Servicer and upon receipt,
immediately remitting the proceeds of such draw (or causing such proceeds to be
remitted) to the Master Servicer.

            Section 2. Closing Date Actions. The sale of the Mortgage Loans
shall take place on the Closing Date, subject to and simultaneously with the
deposit of the Mortgage Loans into the Trust Fund, the issuance of the
Certificates, the sale of the Publicly Offered Certificates by Depositor to the
Underwriters pursuant to the Underwriting Agreement and the sale of the Private
Certificates by Depositor to the Initial Purchasers pursuant to the Certificate
Purchase Agreement. The closing (the "Closing") shall take place at the offices
of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, New
York 10281, or such other location as agreed upon between the parties hereto. On
the Closing Date, the following actions shall take place in sequential order on
the terms set forth herein:

                  (i) Seller shall sell to Depositor, and Depositor shall
      purchase from Seller, the Mortgage Loans pursuant to this Agreement for
      the Mortgage Loan Purchase Price payable in accordance with instructions
      previously provided to Depositor by Seller. The Mortgage Loan Purchase
      Price shall be paid by Depositor to Seller or at its direction by wire
      transfer in immediately available funds to an account designated by Seller
      on or prior to the Closing Date. The "Mortgage Loan Purchase Price" paid
      by Depositor shall be equal to the amount that Depositor and Seller have
      mutually agreed upon as the "Net Securitization Proceeds/Fees" under the
      heading "Column Financial Share" in the Closing Statement (which amount
      includes, without limitation, accrued interest and is less those costs and
      expenses to be paid by Seller, including those expenses to be paid
      pursuant to Section 11 hereof).

                  (ii) Pursuant to the terms of the Pooling and Servicing
      Agreement, Depositor shall transfer all of its right, title and interest
      in, to and under the Mortgage Loans to the Trustee (for the benefit of the
      Holders of the Certificates) in exchange for the issuance of the
      Certificates to or at the direction of Depositor.

                  (iii) Depositor shall sell to the Underwriters, and the
      Underwriters shall purchase from Depositor, the Publicly Offered
      Certificates pursuant to the Underwriting Agreement, and Depositor shall
      sell to the Initial Purchasers, and the Initial Purchasers shall purchase
      from Depositor, the Private Certificates pursuant to the Certificate
      Purchase Agreement.

                  (iv) The Underwriters will offer the Publicly Offered
      Certificates for sale to the public pursuant to the Prospectus and the
      Prospectus Supplement and the Initial Purchasers will privately place
      certain classes of the Private Certificates pursuant to the Offering
      Circular.

            Section 3. Conveyance of Mortgage Loans. Effective as of the Closing
Date, subject only to Seller's receipt of the Mortgage Loan Purchase Price,
Seller does hereby assign, transfer, set over and otherwise convey, without
recourse, to Depositor, free and clear of any liens, claims or other
encumbrances, all of Seller's right, title and interest in, to and under: (i)
each of the Mortgage Loans identified on the Mortgage Loan Schedule and (ii) all
property of Seller described in Section 20(b) of this Agreement, including,
without limitation, (A) all scheduled payments of interest and principal due on
or with respect to the Mortgage Loans after the Cut-off Date and (B) all other
payments of interest, principal or prepayment premiums received on or with
respect to the Mortgage Loans after the Cut-off Date, other than any such
payments of interest or principal or prepayment premiums that were due on or
prior to the Cut-off Date. The parties acknowledge that such assignment,
transfer, setting over and other conveyance shall not be construed to limit any
obligation of Seller and any servicing rights of KeyCorp Real Estate Capital
Markets, Inc. under that certain servicing rights purchase agreement, dated as
of April 1, 2008, between Seller and KeyCorp Real Estate Capital Markets, Inc.
The Mortgage File for each Mortgage Loan (other than the 450 Lexington Avenue
Loan) shall contain the following documents on a collective basis:

                  (i) the original Note (or with respect to those Mortgage Loans
      listed in Schedule IV hereto, a "lost note affidavit" substantially in the
      form of Exhibit B hereto and a true and complete copy of the Note),
      bearing, or accompanied by, all prior and intervening endorsements or
      assignments showing a complete chain of endorsement or assignment from the
      applicable Mortgage Loan Originator either in blank or to Seller, and
      further endorsed (at the direction of Depositor given pursuant to this
      Agreement) by Seller, on its face or by allonge attached thereto, without
      recourse, either in blank or to the order of the Trustee in the following
      form: "Pay to the order of Wells Fargo Bank, N.A., as trustee for the
      registered Holders of Credit Suisse First Boston Mortgage Securities
      Corp., Commercial Mortgage Pass-Through Certificates, Series 2008-C1,
      without recourse, representation or warranty, express or implied";

                  (ii) a duplicate original Mortgage or a counterpart thereof
      or, if such Mortgage has been returned by the related recording office,
      (A) an original, (B) a certified copy or (C) a copy thereof from the
      applicable recording office, and originals or counterparts (or originals,
      certified copies or copies from the applicable recording office) of any
      intervening assignments thereof from the applicable Mortgage Loan
      Originator to Seller, in each case in the form submitted for recording or,
      if recorded, with evidence of recording indicated thereon;

                  (iii) an original assignment of the Mortgage, in recordable
      form (except for any missing recording information and, if applicable,
      completion of the name of the assignee), from Seller (or the applicable
      Mortgage Loan Originator) either in blank or to "Wells Fargo Bank, N.A.,
      as trustee for the registered Holders of Credit Suisse First Boston
      Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
      Series 2008-C1";

                  (iv) an original, counterpart or copy of any related
      Assignment of Leases (if such item is a document separate from the
      Mortgage), and the originals, counterparts or copies of any intervening
      assignments thereof from the applicable Mortgage Loan Originator of the
      Mortgage Loan to Seller, in each case in the form submitted for recording
      or, if recorded, with evidence of recording thereon;

                  (v) an original assignment of any related Assignment of Leases
      (if such item is a document separate from the Mortgage), in recordable
      form (except for any missing recording information and, if applicable,
      completion of the name of the assignee), from Seller (or the applicable
      Mortgage Loan Originator), either in blank or to "Wells Fargo Bank, N.A.,
      as trustee for the registered Holders of Credit Suisse First Boston
      Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
      Series 2008-C1," which assignment may be included as part of an omnibus
      assignment covering other documents relating to the Mortgage Loan
      (provided that such omnibus assignment is effective and in recordable form
      under applicable law);

                  (vi) an original or true and complete copy of any related
      Security Agreement (if such item is a document separate from the
      Mortgage), and the originals or copies of any intervening assignments
      thereof from the applicable Mortgage Loan Originator to Seller;

                  (vii) an original assignment of any related Security Agreement
      (if such item is a document separate from the Mortgage), from Seller (or
      the applicable Mortgage Loan Originator) either in blank or to "Wells
      Fargo Bank, N.A., as trustee for the registered Holders of Credit Suisse
      First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
      Certificates, Series 2008-C1," which assignment may be included as part of
      an omnibus assignment covering other documents relating to the Mortgage
      Loan (provided that such omnibus assignment is effective under applicable
      law);

                  (viii) originals or copies of all (A) assumption agreements,
      (B) modifications, (C) written assurance agreements and (D) substitution
      agreements, together with any evidence of recording thereon or in the form
      submitted for recording, in those instances where the terms or provisions
      of the Mortgage, Note or any related security document have been modified
      or the Mortgage Loan has been assumed;

                  (ix) the original lender's title insurance policy or a copy
      thereof (together with all endorsements or riders that were issued with or
      subsequent to the issuance of such policy), or if the policy has not yet
      been issued, the original or a copy of a binding written commitment (which
      may be a pro forma or specimen title insurance policy which has been
      accepted or approved in writing by the related title insurance company, or
      an interim binder that is "marked up" as binding and countersigned by the
      title company, which in any case is binding on the title insurance
      company), insuring the priority of the Mortgage as a first lien on the
      related Mortgaged Property, relating to such Mortgage Loan;

                  (x) the original or a counterpart of any guaranty of the
      obligations of the Borrower under the Mortgage Loan;

                  (xi) UCC acknowledgement, certified or other copies of all UCC
      Financing Statements and continuation statements which show the filing or
      recording thereof (including the filing number or other similar filing
      information) or, alternatively, other evidence of filing or recording
      (including the filing number or other similar filing information)
      acceptable to the Trustee (including, without limitation, evidence of such
      filed or recorded UCC Financing Statement as shown on a written UCC search
      report from a reputable search firm, such as CSC/LexisNexis Document
      Solutions, Corporation Service Company, CT Corporation System and the like
      or printouts of on-line confirmations from such UCC filing or recording
      offices or authorized agents thereof), sufficient to perfect (and maintain
      the perfection of) the security interest held by the applicable Mortgage
      Loan Originator (and each assignee of record prior to the Trustee) in and
      to the personalty of the Borrower at the Mortgaged Property, and original
      UCC Financing Statement assignments, in a form suitable for filing or
      recording, sufficient to assign each such UCC Financing Statement to the
      Trustee;

                  (xii) the original or copy of the power of attorney (with
      evidence of recording thereon) granted by the Borrower if the Mortgage,
      Note or other document or instrument referred to above was not signed by
      the Borrower;

                  (xiii) with respect to any debt of a Borrower permitted under
      the related Mortgage Loan, an original or copy of a subordination
      agreement, standstill agreement or other intercreditor, co-lender or
      similar agreement relating to such other debt, if any, including any
      mezzanine loan documents or preferred equity documents;

                  (xiv) with respect to any Cash Collateral Accounts and
      Lock-Box Accounts, an original or copy of any related account control
      agreement;

                  (xv) an original or copy of any related Loan Agreement (if
      separate from the related Mortgage), and an original or copy of any
      related Lock-Box Agreement or Cash Collateral Account Agreement (if
      separate from the related Mortgage and Loan Agreement);

                  (xvi) the originals and copies of letters of credit, if any,
      relating to the Mortgage Loans and amendments thereto which entitles the
      Trust to draw thereon; provided that in connection with the delivery of
      the Mortgage File to the Trust, such originals shall be delivered to the
      Master Servicer and copies thereof shall be delivered to the Trustee;

                  (xvii) any related environmental insurance policies and any
      environmental guarantees or indemnity agreements or copies thereof;

                  (xviii) the original or a copy of the ground lease and ground
      lease estoppels, if any, and of any amendments, modifications or
      extensions thereto, if any;

                  (xix) the original or copy of any property management
      agreement;

                  (xx) without duplication with clause (xiii) above, a copy of
      the mortgage note evidencing the related B Loan, if any;

                  (xxi) copies of franchise agreements and franchisor comfort
      letters, if any, for hospitality properties; and

                  (xxii) a checklist of the related Mortgage Loan Documents
      included in the subject Mortgage File.

            With respect to the 450 Lexington Avenue Loan, the Mortgage File
shall contain the following documents on a collective basis:

            (a) the original Note (or, if the original executed Note has been
lost, a "lost note affidavit" substantially in the form of Exhibit B hereto and
a true and complete copy of the Note), bearing, or accompanied by, all prior and
intervening endorsements or assignments showing a complete chain of endorsement
or assignment from the applicable Mortgage Loan Originator either in blank or to
Seller, and further endorsed (at the direction of Depositor given pursuant to
this Agreement) by Seller, on its face or by allonge attached thereto, without
recourse, either in blank or to the order of the Trustee in the following form:
"Pay to the order of Wells Fargo Bank, N.A., as trustee for the registered
Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2008-C1, without recourse,
representation or warranty, express or implied";

            (b) a copy of the executed 450 Lexington Avenue Intercreditor
Agreement;

            (c) a copy of the 450 Lexington Avenue Servicing Agreement; and

            (d) a copy of the documents that make up the "Servicing File" under
the 450 Lexington Avenue Servicing Agreement.

            Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan (other than the 450 Lexington Avenue Loan), Seller cannot
deliver, or cause to be delivered, an original, counterpart or certified copy,
as applicable, of any of the documents and/or instruments required to be
delivered pursuant to clauses (ii) (relating to Mortgages), (iv) (relating to
Assignments of Leases), (viii) (relating to assumption agreements,
modifications, written assurance agreements and substitution agreements), (xi)
(relating to UCC Financing Statements and related documents)(other than
assignments of UCC Financing Statements to be recorded or filed in accordance
with the transfer contemplated by this Agreement) and (xii) (relating to powers
of attorney) of the last sentence of the first paragraph of this Section 3, with
evidence of recording or filing thereon on the Closing Date, solely because of a
delay caused by the public recording or filing office where such document or
instrument has been delivered for recordation or filing, the delivery
requirements of such last sentence of such first paragraph of this Section 3
should be deemed to have been satisfied and such non-delivered document or
instrument shall be deemed to have been included in the Mortgage File; provided
that Seller: (i) shall deliver, or cause to be delivered, to the Trustee or its
designee and the Master Servicer a duplicate original or true copy of such
document or instrument (certified by the applicable public recording or filing
office, the applicable title insurance company or Seller to be a true and
complete duplicate original or photocopy of the original thereof submitted for
recording or filing) on the Closing Date; and (ii) shall deliver, or cause to be
delivered, to the Trustee or its designee (with a copy thereof to the Master
Servicer) either the original of such non-delivered document or instrument, or a
photocopy thereof (certified by the appropriate public recording or filing
office to be a true and complete copy of the original thereof submitted for
recording or filing), with evidence of recording or filing thereon within 120
days of the Closing Date, which period may be extended up to two times, in each
case for an additional period of 45 days provided that Seller, as certified in
writing to the Trustee prior to each such 45-day extension, is in good faith
attempting to obtain from the appropriate county recorder's office such original
or photocopy.

            Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan (other than the 450 Lexington Avenue Loan), Seller cannot
deliver, or cause to be delivered, an original, counterpart or certified copy,
as applicable, of any of the documents and/or instruments required to be
delivered pursuant to clauses (ii) (relating to Mortgages), (iv) (relating to
Assigments of Leases), (viii) (relating to assumption agreements, modifications,
written assurance agreements and substitution agreements), (xi) (relating to UCC
Financing Statements and related documents) (other than assignments of UCC
Financing Statements to be recorded or filed in accordance with the transfer
contemplated by this Agreement) and (xii) (relating to powers of attorney) of
the last sentence of the first paragraph of this Section 3, with evidence of
recording or filing thereon for any other reason, including without limitation,
that such non-delivered document or instrument has been lost, the delivery
requirements of this Agreement shall be deemed to have been satisfied and such
non-delivered document or instrument shall be deemed to have been included in
the related Mortgage File if a photocopy or duplicate original of such
non-delivered document or instrument (with evidence of recording or filing
thereon and certified by the appropriate recording or filing office to be a true
and complete copy of the original thereof as filed or recorded) is delivered to
the Trustee or its designee on or before the Closing Date.

            Notwithstanding the foregoing, in the event that Seller fails, as to
any Mortgage Loan, to deliver any UCC Financing Statement assignment with the
filing or recording information of the related UCC Financing Statement, solely
because such UCC Financing Statement has not been returned to Seller by the
applicable public filing or recording office where such UCC Financing Statement
has been delivered for filing or recording, Seller shall not be in breach of its
obligations with respect to such delivery, provided that Seller promptly
forwards such UCC Financing Statement to the Trustee or its designee (with a
copy to the Master Servicer) upon its return from the applicable filing or
recording office, together with the related original UCC Financing Statement
assignment in a form appropriate for filing or recording.

            Notwithstanding the foregoing, Seller may elect, at its sole cost
and expense, to engage a third-party contractor to prepare or complete in proper
form for filing or recording any and all of the assignments of Mortgage,
assignments of Assignments of Leases and assignments of UCC Financing Statements
to the Trustee to be delivered pursuant to clauses (iii), (v), and (xi) of the
last sentence of the first paragraph of this Section 3 (collectively, the
"Assignments"), to submit such Assignments for filing and recording, as the case
may be, in the applicable public filing and recording offices and to deliver
such Assignments to the Trustee or its designee (with a copy to the Master
Servicer) as such Assignments (or certified copies thereof) are received from
the applicable filing and recording offices with evidence of such filing or
recording indicated thereon. However, in the event Seller engages a third-party
contractor as contemplated in the immediately preceding sentence, the rights,
duties and obligations of Seller pursuant to this Agreement remain binding on
Seller.

            Within ten (10) Business Days after the Closing Date, Seller shall
deliver the Servicer Files with respect to each of the Mortgage Loans to the
Master Servicer (or, if applicable, to a Sub-Servicer (with a copy to the Master
Servicer) at the direction of the Master Servicer), under the Pooling and
Servicing Agreement on behalf of the Trustee in trust for the benefit of the
Certificateholders. Each such Servicer File shall contain all documents and
records in Seller's possession relating to the Mortgage Loans and constituting
the related Servicing Files (as defined in the Pooling and Servicing Agreement).

            For purposes of this Section 3, and notwithstanding any contrary
provision hereof or of the definition of "Mortgage File," if there exists with
respect to any group of Crossed Loans only one original or certified copy of any
document or instrument described in the definition of "Mortgage File" which
pertains to all of the Crossed Loans in such group of Crossed Loans, the
inclusion of the original or certified copy of such document or instrument in
the Mortgage File for any of such Crossed Loans and the inclusion of a copy of
such original or certified copy in each of the Mortgage Files for the other
Crossed Loans in such group of Crossed Loans, shall be deemed to constitute the
inclusion of such original or certified copy, as the case may be, in the
Mortgage File for each such Crossed Loan.

            Seller shall, promptly after the Closing Date, but in all events
within three (3) Business Days after the Closing Date, cause all funds on
deposit in escrow accounts maintained with respect to the Mortgage Loans in the
name of Seller or any other name, to be transferred to or at the direction of
the Master Servicer (or, if applicable, to a Sub-Servicer at the direction of
the Master Servicer).

            The Trustee, as assignee or transferee of Depositor, shall be
entitled to all scheduled principal payments due after the Cut-off Date, all
other payments of principal due and collected after the Cut-off Date, and all
payments of interest on the Mortgage Loans, minus that portion of any such
payment which is allocable to the period on or prior to the Cut-off Date. All
scheduled payments of principal due on or before the Cut-off Date and collected
after the Cut-off Date, together with the accompanying interest payments, shall
belong to Seller.

            Upon the sale of the Mortgage Loans from Seller to Depositor
pursuant hereto, the ownership of each Note, the related Mortgage and the
contents of the related Mortgage File shall be vested in Depositor and the
ownership of all records and documents that constitute the Servicer File with
respect to the related Mortgage Loan shall immediately vest in Depositor. All
Monthly Payments, Principal Prepayments and other amounts received by Seller and
not otherwise belonging to Seller pursuant to this Agreement shall be sent by
Seller within three (3) Business Days after Seller's receipt thereof to the
Master Servicer via wire transfer for deposit by the Master Servicer into the
Collection Account.

            Seller shall, under generally accepted accounting principles, report
its transfer of the Mortgage Loans to Depositor, as provided herein, as a sale
of the Mortgage Loans to Depositor in exchange for the consideration specified
in Section 2 hereof. In connection with the foregoing, Seller shall cause all of
its financial and accounting records to reflect such transfer as a sale (as
opposed to a secured loan). Seller shall at all times following the Closing Date
cause all of its records and financial statements and any relevant consolidated
financial statements of any direct or indirect parent to clearly reflect that
the Mortgage Loans have been transferred to Depositor and are no longer
available to satisfy claims of Seller's creditors.

            After Seller's transfer of the Mortgage Loans to Depositor, as
provided herein, Seller shall not take any action inconsistent with Depositor's
ownership (or the ownership by any of Depositor's assignees) of the Mortgage
Loans. Except for actions that are the express responsibility of another party
hereunder or under the Pooling and Servicing Agreement, and further except for
actions that Seller is expressly permitted to complete subsequent to the Closing
Date, Seller shall, on or before the Closing Date, take all actions required
under applicable law to effectuate the transfer of the Mortgage Loans by Seller
to Depositor.

            Section 4. Depositor's Conditions to Closing. The obligations of
Depositor to purchase the Mortgage Loans and pay the Mortgage Loan Purchase
Price at the Closing Date under the terms of this Agreement are subject to the
satisfaction of each of the following conditions at or before the Closing:

            (a) Each of the obligations of Seller required to be performed by it
on or prior to the Closing Date pursuant to the terms of this Agreement shall
have been duly performed and complied with in all material respects; all of the
representations and warranties of Seller under this Agreement (subject to the
exceptions set forth in the Exception Report) shall be true and correct in all
material respects as of the Closing Date; no event shall have occurred with
respect to Seller or any of the Mortgage Loans and related Mortgage Files which,
with notice or the passage of time, would constitute a material default under
this Agreement; and Depositor shall have received certificates to the foregoing
effect signed by authorized officers of Seller.

            (b) Depositor, or if directed by Depositor, the Trustee or
Depositor's attorneys or other designee, shall have received in escrow, all of
the following closing documents, in such forms as are agreed upon and reasonably
acceptable to Depositor and Seller, duly executed by all signatories other than
Depositor, as required pursuant to the respective terms thereof:

                  (i) the Mortgage Files, subject to the provisos of Section 1
      of this Agreement, which shall have been delivered to and held by the
      Trustee or its designee on behalf of Seller;

                  (ii) the Mortgage Loan Schedule;

                  (iii) the certificate of Seller confirming its representations
      and warranties set forth in Section 6 (subject to the exceptions set forth
      in the Exception Report) as of the Closing Date;

                  (iv) an opinion or opinions of Seller's counsel, dated the
      Closing Date, covering various corporate matters and such other matters as
      shall be reasonably required by Depositor;

                  (v) such other certificates of Seller's officers or others and
      such other documents to evidence fulfillment of the conditions set forth
      in this Agreement as Depositor or its counsel may reasonably request; and

                  (vi) all other information, documents, certificates, or
      letters with respect to the Mortgage Loans or Seller and its Affiliates as
      are reasonably requested by Depositor in order for Depositor to perform
      any of it obligations or satisfy any of the conditions on its part to be
      performed or satisfied pursuant to any sale of Mortgage Loans by Depositor
      as contemplated herein.

            (c) Seller shall have performed or complied with all other terms and
conditions of this Agreement which it is required to perform or comply with at
or before the Closing and shall have the ability to perform or comply with all
duties, obligations, provisions and terms which it is required to perform or
comply with after the Closing.

            (d) Seller shall have delivered to the Trustee, on or before the
Closing Date, five limited powers of attorney in favor of the Trustee and the
Special Servicer empowering the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to record, at the expense of
Seller, any Mortgage Loan Documents required to be recorded and any intervening
assignments with evidence of recording thereon that are required to be included
in the Mortgage Files. Seller shall reasonably cooperate with the Trustee and
the Special Servicer in connection with any additional powers or revisions
thereto that are requested by such parties.

            Section 5. Seller's Conditions to Closing. The obligations of Seller
under this Agreement shall be subject to the satisfaction, on the Closing Date,
of the following conditions:

            (a) Each of the obligations of Depositor required to be performed by
it on or prior to the Closing Date pursuant to the terms of this Agreement shall
have been duly performed and complied with in all material respects; and all of
the representations and warranties of Depositor under this Agreement shall be
true and correct in all material respects as of the Closing Date; and no event
shall have occurred with respect to Depositor which, with notice or the passage
of time, would constitute a material default under this Agreement, and Seller
shall have received certificates to that effect signed by authorized officers of
Depositor.

            (b) Seller shall have received all of the following closing
documents, in such forms as are agreed upon and reasonably acceptable to Seller
and Depositor, duly executed by all signatories other than Seller, as required
pursuant to the respective terms thereof:

                  (i) an officer's certificate of Depositor, dated as of the
      Closing Date, with the resolutions of Depositor authorizing the
      transactions set forth therein, together with copies of the charter,
      by-laws and certificate of good standing dated as of a recent date of
      Depositor; and

                  (ii) such other certificates of its officers or others, such
      opinions of Depositor's counsel and such other documents required to
      evidence fulfillment of the conditions set forth in this Agreement as
      Seller or its counsel may reasonably request.

            (c) Depositor shall have performed or complied with all other terms
and conditions of this Agreement which it is required to perform or comply with
at or before the Closing and shall have the ability to perform or comply with
all duties, obligations, provisions and terms which it is required to perform or
comply with after Closing.

            Section 6. Representations and Warranties of Seller. Seller
represents and warrants to Depositor as of the date hereof, as follows:

                  (i) Seller is duly organized and is validly existing as a
      corporation in good standing under the laws of the State of Delaware.
      Seller has conducted and is conducting its business so as to comply in all
      material respects with all applicable statutes and regulations of
      regulatory bodies or agencies having jurisdiction over it, except where
      the failure so to comply would not have a materially adverse effect on the
      performance by Seller of this Agreement, and there is no charge, action,
      suit or proceeding before or by any court, regulatory authority or
      governmental agency or body pending or, to the knowledge of Seller,
      threatened, which is reasonably likely to materially and adversely affect
      the performance by Seller of this Agreement or the consummation of
      transactions contemplated by this Agreement.

                  (ii) Seller has the full power, authority and legal right to
      hold, transfer and convey the Mortgage Loans and to execute and deliver
      this Agreement (and all agreements and documents executed and delivered by
      Seller in connection herewith) and to perform all transactions of Seller
      contemplated by this Agreement (and all agreements and documents executed
      and delivered by Seller in connection herewith). Seller has duly
      authorized the execution, delivery and performance of this Agreement (and
      all agreements and documents executed and delivered by Seller in
      connection herewith), and has duly executed and delivered this Agreement
      (and all agreements and documents executed and delivered by Seller in
      connection herewith). This Agreement (and each agreement and document
      executed and delivered by Seller in connection herewith), assuming due
      authorization, execution and delivery thereof by each other party thereto,
      constitutes the legal, valid and binding obligation of Seller enforceable
      in accordance with its terms, except as such enforcement may be limited by
      bankruptcy, fraudulent transfer, insolvency, reorganization, receivership,
      moratorium or other laws relating to or affecting the rights of creditors
      generally, by general principles of equity (regardless of whether such
      enforcement is considered in a proceeding in equity or at law) and by
      considerations of public policy.

                  (iii) Neither the execution, delivery and performance of this
      Agreement, nor the fulfillment of or compliance with the terms and
      conditions of this Agreement by Seller, will (A) conflict with or result
      in a breach of any of the terms, conditions or provisions of Seller's
      articles or certificate of incorporation and bylaws or similar type
      organizational documents, as applicable; (B) conflict with, result in a
      breach of, or constitute a default or result in an acceleration under, any
      agreement or instrument to which Seller is now a party or by which it (or
      any of its properties) is bound if compliance therewith is necessary (1)
      to ensure the enforceability of this Agreement or (2) for Seller to
      perform its duties and obligations under this Agreement (or any agreement
      or document executed and delivered by Seller in connection herewith); (C)
      conflict with or result in a breach of any legal restriction if compliance
      therewith is necessary (1) to ensure the enforceability of this Agreement
      or (2) for Seller to perform its duties and obligations under this
      Agreement (or any agreement or document executed and delivered by Seller
      in connection herewith); (D) result in the violation of any law, rule,
      regulation, order, judgment or decree to which Seller or its property is
      subject if compliance therewith is necessary (1) to ensure the
      enforceability of this Agreement or (2) for Seller to perform its duties
      and obligations under this Agreement (or any agreement or document
      executed and delivered by Seller in connection herewith); or (E) result in
      the creation or imposition of any lien, charge or encumbrance that would
      have a material adverse effect upon Seller's ability to perform its duties
      and obligations under this Agreement (or any agreement or document
      executed and delivered by Seller in connection herewith), or materially
      impair the ability of Depositor to realize on the Mortgage Loans.

                  (iv) Seller is solvent and the sale of the Mortgage Loans (1)
      will not cause Seller to become insolvent and (2) is not intended by
      Seller to hinder, delay or defraud any of its present or future creditors.
      After giving effect to its transfer of the Mortgage Loans, as provided
      herein, the value of Seller's assets, either taken at their present fair
      saleable value or at fair valuation, will exceed the amount of Seller's
      debts and obligations, including contingent and unliquidated debts and
      obligations of Seller, and Seller will not be left with unreasonably small
      assets or capital with which to engage in and conduct its business. Seller
      does not intend to, and does not believe that it will, incur debts or
      obligations beyond its ability to pay such debts and obligations as they
      mature. No proceedings looking toward liquidation, dissolution or
      bankruptcy of Seller are pending or contemplated.

                  (v) No consent, approval, authorization or order of, or
      registration or filing with, or notice to, any court or governmental
      agency or body having jurisdiction or regulatory authority over Seller is
      required for (A) Seller's execution, delivery and performance of this
      Agreement (or any agreement or document executed and delivered by Seller
      in connection herewith), (B) Seller's transfer and assignment of the
      Mortgage Loans, or (C) the consummation by Seller of the transactions
      contemplated by this Agreement (or any agreement or document executed and
      delivered by Seller in connection herewith) or, to the extent so required,
      such consent, approval, authorization, order, registration, filing or
      notice has been obtained, made or given (as applicable), except for the
      filing or recording of assignments and other Mortgage Loan Documents
      contemplated by the terms of this Agreement and except that Seller may not
      be duly qualified to transact business as a foreign corporation or
      licensed in one or more states if such qualification or licensing is not
      necessary to ensure the enforceability of this Agreement (or any agreement
      or document executed and delivered by Seller in connection herewith).

                  (vi) In connection with its sale of the Mortgage Loans, Seller
      is receiving new value. The consideration received by Seller upon the sale
      of the Mortgage Loans constitutes at least fair consideration and
      reasonably equivalent value for the Mortgage Loans.

                  (vii) Seller does not believe, nor does it have any reason or
      cause to believe, that it cannot perform each and every covenant of Seller
      contained in this Agreement (or any agreement or document executed and
      delivered by Seller in connection herewith).

                  (viii) There are no actions, suits or proceedings pending or,
      to Seller's knowledge, threatened in writing against Seller which are
      reasonably likely to draw into question the validity of this Agreement (or
      any agreement or document executed and delivered by Seller in connection
      herewith) or which, either in any one instance or in the aggregate, are
      reasonably likely to materially impair the ability of Seller to perform
      its duties and obligations under this Agreement (or any agreement or
      document executed and delivered by Seller in connection herewith).

                  (ix) Seller's performance of its duties and obligations under
      this Agreement (and each agreement or document executed and delivered by
      Seller in connection herewith) is in the ordinary course of business of
      Seller and Seller's transfer, assignment and conveyance of the Mortgage
      Loans pursuant to this Agreement are not subject to the bulk transfer or
      similar statutory provisions in effect in any applicable jurisdiction. The
      Mortgage Loans do not constitute all or substantially all of Seller's
      assets.

                  (x) Seller has not dealt with any Person that may be entitled,
      by reason of any act or omission of Seller, to any commission or
      compensation in connection with the sale of the Mortgage Loans to
      Depositor hereunder except for (A) the reimbursement of expenses as
      described herein or otherwise in connection with the transactions
      described in Section 2 hereof and (B) the commissions or compensation owed
      to the Underwriters or the Initial Purchasers.

                  (xi) Seller is not in default or breach of any agreement or
      instrument to which Seller is now a party or by which it (or any of its
      properties) is bound which breach or default would materially and
      adversely affect the ability of Seller to perform its obligations under
      this Agreement.

                  (xii) The representations and warranties contained in Exhibit
      A hereto, subject to the exceptions to such representations and warranties
      set forth on Schedule V hereto, are true and correct in all material
      respects as of the date hereof with respect to the Mortgage Loans
      identified on Schedule II.

                  (xiii) At the Time of Sale (as defined in the Indemnification
      Agreement), the information set forth in any Disclosure Information (as
      defined in the Indemnification Agreement), as last forwarded to each
      prospective investor at or prior to the date on which a contract for sale
      was entered into with such prospective investor, (i) does not contain any
      untrue statement of a material fact or omit to state any material fact
      necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading and (ii) complies with the
      requirements of and contains all of the applicable information required by
      Regulation AB (as defined in the Indemnification Agreement); but only to
      the extent that (i) such information regards the Mortgage Loans and is
      contained in the Loan Detail (as defined in the Indemnification Agreement)
      or, to the extent consistent therewith, the Diskette (as defined in the
      Indemnification Agreement) or (ii) such information regarding the Seller
      or the Mortgage Loans was contained in the Confidential Offering Circular
      or the Prospectus Supplement under the headings "Summary of Prospectus
      Supplement--Relevant Parties/Entities--Sponsors and Mortgage Loan
      Sellers," "--The Underlying Mortgage Loans" and "--Source of the
      Underlying Mortgage Loans," "Risk Factors," "Description of the Sponsors
      and Mortgage Loan Sellers" and "Description of the Underlying Mortgage
      Loans" and such information does not represent an incorrect restatement or
      an incorrect aggregation of correct information regarding the Mortgage
      Loans contained in the Loan Detail (as defined in the Indemnification
      Agreement); provided that, the Seller makes no representation or warranty
      to the extent that any such untrue statement or omission or alleged untrue
      statement or omission was made as a result of an error in the manipulation
      of, or an error in any calculations based upon, or an error in any
      aggregation (other than an aggregation made in the Loan Detail by the
      Seller) of, the numerical, financial and/or statistical information
      regarding the Mortgage Loan Seller Information (as defined in the
      Indemnification Agreement).

            Section 7. Obligations of Seller. Each of the representations and
warranties contained in or required to be made by Seller pursuant to Section 6
of this Agreement shall survive the sale of the Mortgage Loans and shall
continue in full force and effect, notwithstanding any restrictive or qualified
endorsement on the Notes and notwithstanding subsequent termination of this
Agreement or the Pooling and Servicing Agreement. The representations and
warranties contained in or required to be made by Seller pursuant to Section 6
of this Agreement shall not be impaired by any review or examination of the
Mortgage Files or other documents evidencing or relating to the Mortgage Loans
or any failure on the part of Depositor to review or examine such documents and
shall inure to the benefit of the initial transferee of the Mortgage Loans from
Depositor including, without limitation, the Trustee for the benefit of the
Holders of the Certificates, notwithstanding (1) any restrictive or qualified
endorsement on any Note, assignment of Mortgage or reassignment of Assignment of
Leases or (2) any termination of this Agreement prior to the Closing, but shall
not inure to the benefit of any subsequent transferee thereafter.

            If any Certificateholder, the Master Servicer, the Special Servicer
or the Trustee discovers or receives notice of a breach of any of the
representations or warranties made by Seller with respect to the Mortgage Loans
(subject to the exceptions to such representations and warranties set forth in
the Exception Report), as of the date hereof in Section 6(xii) or as of the
Closing Date pursuant to Section 4(b)(iii) (in any such case, a "Breach"), or
discovers or receives notice that (a) any document required to be included in
the Mortgage File related to any Mortgage Loan is not in the Trustee's (or its
designee's) possession within the time period required herein or (b) such
document has not been properly executed or is otherwise defective on its face
(clause (a) and clause (b) each, a "Defect" (which term shall include the
"Defects" described in the immediately following paragraph) in the related
Mortgage File), such party shall give notice to the Master Servicer, the Special
Servicer, the Trustee and the Rating Agencies. If the Master Servicer or the
Special Servicer determines that such Breach or Defect materially and adversely
affects the value of any Mortgage Loan or REO Trust Mortgage Loan or the
interests of the Holders of any Class of Certificates (in which case such Breach
or Defect shall be a "Material Breach" or a "Material Defect," as applicable),
it shall give prompt written notice of such Breach or Defect to the Depositor,
the Trustee, the Master Servicer, the Special Servicer and the Seller and shall
request that the Seller not later than the earlier of 90 days from the receipt
by the Seller of such notice or discovery by the Seller of such Breach or Defect
(subject to the second succeeding paragraph, the "Initial Resolution Period"):
(i) cure such Breach or Defect in all material respects; (ii) repurchase the
affected Mortgage Loan at the applicable Purchase Price (as defined in the
Pooling and Servicing Agreement); or (iii) substitute, in accordance with the
Pooling and Servicing Agreement, one or more Qualified Substitute Trust Mortgage
Loans (as defined in the Pooling and Servicing Agreement) for such affected
Mortgage Loan (provided that in no event shall any substitution occur later than
the second anniversary of the Closing Date) and pay the Master Servicer for
deposit into the Collection Account any Substitution Shortfall Amount (as
defined in the Pooling and Servicing Agreement) in connection therewith;
provided, however, that Seller shall have an additional 90 days to cure such
Material Breach or Material Defect if all of the following conditions are
satisfied: (i) such Material Breach or Material Defect is capable of being cured
but not within the Initial Resolution Period; (ii) such Material Breach or
Material Defect does not cause the related Mortgage Loan not to be a "qualified
mortgage" (within the meaning of Section 860G(a)(3) of the Code); (iii) Seller
has commenced and is diligently proceeding with the cure of such Material Breach
or Material Defect within the Initial Resolution Period; and (iv) Seller has
delivered to the Rating Agencies, the Master Servicer, the Special Servicer and
the Trustee an Officer's Certificate that describes the reasons that the cure
was not effected within the Initial Resolution Period and the actions that it
proposes to take to effect the cure and that states that it anticipates the cure
will be effected within the additional 90-day period. If there exists a Breach
of any representation or warranty that the related Mortgage Loan Documents or
any particular Mortgage Loan Document requires the related Borrower to bear the
costs and expenses associated with any particular action or matter under such
Mortgage Loan Document(s), then Seller shall cure such Breach within the Initial
Resolution Period by reimbursing the Trust Fund (by wire transfer of immediately
available funds to the Collection Account) the reasonable amount of any such
costs and expenses incurred by the Master Servicer, the Special Servicer, the
Trustee or the Trust Fund that are the basis of such Breach and have not been
reimbursed by the related Borrower; provided, however, that in the event any
such costs and expenses exceed $10,000, Seller shall have the option to either
repurchase the related Mortgage Loan at the applicable Purchase Price, replace
such Mortgage Loan and pay any applicable Substitution Shortfall Amount or pay
such costs and expenses. Except as provided in the proviso to the immediately
preceding sentence, Seller shall remit the amount of such costs and expenses and
upon its making such remittance, Seller shall be deemed to have cured such
Breach in all respects. With respect to any repurchase of a Mortgage Loan
hereunder or any substitution of one or more Qualified Substitute Trust Mortgage
Loans for a Mortgage Loan hereunder, (A) no such substitution may be made in any
calendar month after the Determination Date for such month; (B) scheduled
payments of principal and interest due with respect to the Qualified Substitute
Trust Mortgage Loan(s) after the Due Date in the month of substitution, and
scheduled payments of principal and interest due with respect to each Mortgage
Loan being repurchased or replaced after the related Cut-off Date and received
by the Master Servicer or the Special Servicer on behalf of the Trust on or
prior to the related date of repurchase or substitution, shall be part of the
Trust Fund; and (C) scheduled payments of principal and interest due with
respect to each such Qualified Substitute Trust Mortgage Loan on or prior to the
Due Date in the month of substitution, and scheduled payments of principal and
interest due with respect to each Mortgage Loan being repurchased or replaced
and received by the Master Servicer or the Special Servicer on behalf of the
Trust after the related date of repurchase or substitution, shall not be part of
the Trust Fund, and Seller (or, if applicable, any person effecting the related
repurchase or substitution in the place of Seller) shall be entitled to receive
such payments promptly following receipt by the Master Servicer or the Special
Servicer, as applicable, under the Pooling and Servicing Agreement.

            Any of the following will cause a document in the Mortgage File to
be deemed to have a "Material Defect": (a) the absence from the Mortgage File of
the original signed Note, unless the Mortgage File contains a signed lost note
affidavit and indemnity; (b) the absence from the Mortgage File of the original
signed Mortgage, unless there is included in the Mortgage File a certified copy
of the Mortgage as recorded or as sent for recordation, together with a
certificate stating that the original signed Mortgage was sent for recordation,
or a copy of the Mortgage and the related recording information; (c) the absence
from the Mortgage File of the item called for by clause (ix) (relating to
evidence of title insurance) of the last sentence of the first paragraph of
Section 3 hereof; (d) the absence from the Mortgage File of any intervening
assignments required to create an effective assignment to the Trustee on behalf
of the Trust, unless there is included in the Mortgage File a certified copy of
the intervening assignment as recorded or as sent for recordation, together with
a certificate stating that the original intervening assignment was sent for
recordation; (e) the absence from the Mortgage File (or the Servicer File) of
any required original letter of credit (as required in the provisos of Section 1
hereof), provided that such Defect may be cured by any substitute letter of
credit or cash reserve on behalf of the related Borrower; (f) the absence from
the Mortgage File of the original or a copy of any required ground lease; or (g)
solely in the case of a Mortgage Loan secured by a Mortgaged Property operated
as a hospitality property, the absence from the Mortgage File of the related
franchise agreement and/or franchisor comfort letter. In addition, Seller shall
cure any Defect described in clause (b), (c), (e) or (f) of the immediately
preceding sentence as required in Section 2.02(b) of the Pooling and Servicing
Agreement.

            Any Defect or Breach which causes any Mortgage Loan not to be a
"qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code)
shall be deemed a "Material Defect" or "Material Breach," as applicable, and the
Initial Resolution Period for the affected Mortgage Loan shall be 90 days
following the earlier of Seller's receipt of notice (pursuant to this Section 7)
with respect to, or its discovery of, such Defect or Breach (which period shall
not be subject to extension).

            If Seller does not, as required by this Section 7, correct or cure a
Material Breach or a Material Defect in all material respects within the
applicable Initial Resolution Period (as extended pursuant to this Section 7),
or if such Material Breach or Material Defect is not capable of being so
corrected or cured within such period, then Seller shall repurchase or
substitute for the affected Mortgage Loan as provided in this Section 7. If (i)
any Mortgage Loan is required to be repurchased or substituted for as provided
above, (ii) such Mortgage Loan is a Crossed Loan that is a part of a Crossed
Group (as defined below) and (iii) the applicable Breach or Defect does not
otherwise constitute a Breach or Defect, as the case may be, as to any other
Crossed Loan in such Crossed Group (without regard to this paragraph), then the
applicable Breach or Defect, as the case may be, will be deemed to constitute a
Breach or Defect, as the case may be, as to any other Crossed Loan in the
Crossed Group for purposes of the above provisions, and Seller will be required
to repurchase or substitute for such other Crossed Loan(s) in the related
Crossed Group in accordance with the provisions of this Section 7 unless such
other Crossed Loans satisfy the Crossed Trust Mortgage Loan Repurchase Criteria
(as defined in the Pooling and Servicing Agreement) and Seller can satisfy all
other criteria for substitution or repurchase of the affected Mortgage Loan(s)
set forth in the Pooling and Servicing Agreement. In the event that one or more
of such other Crossed Loans satisfy the Crossed Trust Mortgage Loan Repurchase
Criteria, Seller may elect either to repurchase or substitute for only the
affected Crossed Loan as to which the related Breach or Defect exists or to
repurchase or substitute for all of the Crossed Loans in the related Crossed
Group. Seller shall be responsible for the cost of any Appraisal required to be
obtained by the Master Servicer to determine if the Crossed Trust Mortgage Loan
Repurchase Criteria have been satisfied, so long as the scope and cost of such
Appraisal have been approved by Seller (such approval not to be unreasonably
withheld). For purposes of this paragraph, a "Crossed Group" is any group of
Mortgage Loans identified as a Crossed Group on Schedule III to this Agreement.

            Notwithstanding the foregoing, if there is a Material Breach or
Material Defect with respect to one or more Mortgaged Properties (but not all of
the Mortgaged Properties) with respect to a Mortgage Loan, Seller will not be
obligated to repurchase or substitute for the Mortgage Loan if the affected
Mortgaged Property may be released pursuant to the terms of any partial release
provisions in the related Mortgage Loan Documents and the remaining Mortgaged
Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan
Documents and (i) Seller provides an opinion of counsel to the effect that such
partial release would not cause an Adverse REMIC Event (as defined in the
Pooling and Servicing Agreement) to occur, (ii) Seller pays (or causes to be
paid) the applicable release price required under the Mortgage Loan Documents
and, to the extent not reimbursable out of the release price pursuant to the
related Mortgage Loan Documents, any additional amounts necessary to cover all
reasonable out-of-pocket expenses reasonably incurred by the Master Servicer,
the Special Servicer, the Trustee or the Trust Fund in connection therewith,
including any unreimbursed advances and interest thereon made with respect to
the Mortgaged Property that is being released, and (iii) such cure by release of
such Mortgaged Property is effected within the time periods specified for a cure
of a Material Breach or Material Defect in this Section 7.

            The Purchase Price or Substitution Shortfall Amount for any
repurchased or substituted Mortgage Loan shall be payable to Depositor or,
subsequent to the assignment of the Mortgage Loans to the Trustee, the Trustee
as its assignee, by wire transfer of immediately available funds to the account
designated by Depositor or the Trustee, as the case may be, and Depositor or the
Trustee, as the case may be, upon receipt of such funds, shall promptly release
the related Mortgage File and Servicer File or cause them to be released, to
Seller and shall execute and deliver such instruments of transfer or assignment
as shall be necessary to vest in Seller the legal and beneficial ownership of
such Mortgage Loan (including any property acquired in respect thereof or
proceeds of any insurance policy with respect thereto) and the related Mortgage
Loan Documents.

            It is understood and agreed that the obligations of Seller set forth
in this Section 7 to cure, substitute for or repurchase a Mortgage Loan
constitute the sole remedies available to Depositor and its successors and
assigns respecting any Breach or Defect affecting a Mortgage Loan.

            Section 8. Crossed Loans. With respect to any Crossed Loan conveyed
hereunder, to the extent that Seller repurchases or substitutes for an affected
Crossed Loan in the manner prescribed above while the Trustee continues to hold
any related Crossed Loans, Seller and Depositor (on behalf of its successors and
assigns) agree to modify, upon such repurchase or substitution, the related
Mortgage Loan Documents in a manner such that such affected Crossed Loan
repurchased or substituted by Seller, on the one hand, and any related Crossed
Loans still held by the Trustee, on the other, would no longer be
cross-defaulted or cross-collateralized with one another; provided that Seller
shall have furnished the Trustee, at Seller's expense, with an Opinion of
Counsel that such modification shall not cause an Adverse REMIC Event; and
provided, further, that if such Opinion of Counsel cannot be furnished, Seller
and Depositor hereby agree that such repurchase or substitution of only the
affected Crossed Loans, notwithstanding anything to the contrary herein, shall
not be permitted. Any reserve or other cash collateral or letters of credit
securing the subject Crossed Loans shall be allocated between such Mortgage
Loans in accordance with the Mortgage Loan Documents. All other terms of such
Mortgage Loans shall remain in full force and effect, without any modification
thereof.

            Section 9. Representations and Warranties of Depositor. Depositor
hereby represents and warrants to Seller as of the date hereof, as follows:

            (a) Depositor is duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with full
corporate power and authority to own its assets and conduct its business as it
is conducted, and is duly qualified as a foreign corporation in good standing in
all jurisdictions in which the ownership or lease of its property or the conduct
of its business requires such qualification (except where the failure to qualify
would not have a materially adverse effect on the consummation of any
transactions contemplated by this Agreement).

            (b) The execution and delivery by Depositor of this Agreement and
the performance of Depositor's obligations hereunder are within the corporate
power of Depositor and have been duly authorized by Depositor and neither the
execution and delivery by Depositor of this Agreement nor the compliance by
Depositor with the provisions hereof, nor the consummation by Depositor of the
transactions contemplated by this Agreement, will (i) conflict with or result in
a breach of, or constitute a default under, the certificate of incorporation or
by-laws of Depositor or, after giving effect to the consents or taking of the
actions contemplated by clause (ii) of this paragraph (b), any of the provisions
of any law, governmental rule, regulation, judgment, decree or order binding on
Depositor or its properties, or any of the provisions of any material indenture
or mortgage or any other material contract or other instrument to which
Depositor is a party or by which it is bound or result in the creation or
imposition of any lien, charge or encumbrance upon any of its properties
pursuant to the terms of any such indenture, mortgage, contract or other
instrument or (ii) require any consent of, notice to, or filing with any person,
entity or governmental body, which has not been obtained or made by Depositor,
except where, in any of the instances contemplated by clause (i) above or this
clause (ii), the failure to do so will not have a material and adverse effect on
the consummation of any transactions contemplated by this Agreement.

            (c) This Agreement has been duly executed and delivered by Depositor
and this Agreement constitutes a legal, valid and binding instrument,
enforceable against Depositor in accordance with its terms, subject, as to the
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium and other laws affecting the rights of creditors generally and to
general principles of equity and the discretion of the court (regardless of
whether enforcement of such remedies is considered in a proceeding in equity or
at law) and, as to rights of indemnification hereunder, subject to limitations
of public policy under applicable securities laws.

            (d) There is no litigation, charge, investigation, action, suit or
proceeding by or before any court, regulatory authority or governmental agency
or body pending or, to the knowledge of Depositor, threatened against Depositor
the outcome of which could be reasonably expected to materially and adversely
affect the consummation of any transactions contemplated by this Agreement.

            Section 10. Survival of Certain Representations, Warranties and
Covenants. The respective representations and warranties set forth in or made
pursuant to this Agreement, and the respective obligations of the parties hereto
under Sections 7 and 12 of this Agreement, will remain in full force and effect,
regardless of any investigation or statement as to the result thereof made by or
on behalf of any party and will survive payment for the various transfers
referred to herein and delivery of the Certificates or termination of this
Agreement.

            Section 11. Transaction Expenses. In connection with the Closing
(and unless otherwise expressly provided herein, including, without limitation,
in Section 12 of this Agreement), Seller shall be responsible for the fees and
expenses of its own counsel, and Depositor and Seller agree to pay the other
transaction expenses incurred in connection with the transactions herein
contemplated as set forth in the Closing Statement (or, if not covered thereby,
an expense shall be paid by the party incurring such expense).

            Section 12. Recording Costs and Expenses. Seller agrees to reimburse
the Trustee or its designee all recording and filing fees and expenses incurred
by the Trustee or its designee in connection with the recording or filing of the
Mortgage Loan Documents listed in Section 3 of this Agreement, including
Assignments. In the event Seller elects to engage a third-party contractor to
prepare, complete, file and record Assignments with respect to Mortgage Loans as
provided in Section 3 of this Agreement, Seller shall contract directly with
such contractor and shall be responsible for such contractor's compensation and
reimbursement of recording and filing fees and other reimbursable expenses
pursuant to their agreement.

            Section 13. Notices. All demands, notices and communications
hereunder shall be in writing and effective only upon receipt, and, (a) if sent
to Depositor, will be mailed, delivered or telecopied and confirmed to it at
Credit Suisse First Boston Mortgage Securities Corp., 11 Madison Avenue, 5th
Floor, New York, New York 10010, Attention: Edmund Taylor, Telecopy No.: (212)
743-4756 (with a copy to Casey McCutcheon, Esq., Legal & Compliance Department,
at One Madison Avenue, 8th Floor, New York, New York, 10010, Telecopy No.: (917)
326-8433), or such other address or telecopy number as may be designated by
Depositor to Seller in writing, or (b) if sent to Seller, will be mailed,
delivered or telecopied and confirmed to it at 3414 Peachtree Road, N.E., Suite
1140, Atlanta, Georgia 30326, Attention: Robert Barnes, Telecopy No.: (404)
239-0419, or such other address or telecopy number as may be designated by
Seller to Depositor in writing.

            Section 14. Examination of Mortgage Files. Upon reasonable notice,
Seller, prior to the Closing Date, will make the Mortgage Files available to
Depositor or its agent for examination during normal business hours at Seller's
offices or such other location as shall otherwise be agreed upon by Depositor
and Seller. The fact that Depositor or its agent has conducted or has failed to
conduct any partial or complete examination of the Mortgage Files shall not
affect the rights of Depositor or the Trustee (for the benefit of the
Certificateholders) to demand cure, repurchase, or other relief as provided
herein.

            Section 15. Successors. This Agreement shall inure to the benefit of
and shall be binding upon Seller and Depositor and their respective successors
and permitted assigns, and nothing expressed in this Agreement is intended or
shall be construed to give any other Person any legal or equitable right, remedy
or claim under or in respect of this Agreement, or any provisions herein
contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of Seller and
Depositor and their respective successors and permitted assigns and for the
benefit of no other Person; it being understood that (a) the indemnities of
Seller contained in the Indemnification Agreement, relating to, among other
things, information regarding the Mortgage Loans in the Prospectus Supplement
and the Offering Circular, subject to all limitations therein contained, shall
also be for the benefit of the officers and directors of Depositor, the
Underwriters and the Initial Purchasers and any person or persons who control
Depositor, the Underwriters or the Initial Purchasers within the meaning of
Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of
1934, as amended, and (b) the rights of Depositor pursuant to this Agreement,
subject to all limitations herein contained, including those set forth in
Section 7 of this Agreement, may be assigned to the Trustee, for benefit of the
Certificateholders, as may be required to effect the purposes of the Pooling and
Servicing Agreement and, upon such assignment, the Trustee shall succeed to such
rights of Depositor hereunder; provided that the Trustee shall have no right to
further assign such rights to any other Person. No owner of a Certificate issued
pursuant to the Pooling and Servicing Agreement shall be deemed a successor or
permitted assign because of such ownership.

            Section 16. Governing Law. THIS AGREEMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT GIVING
EFFECT TO CHOICE OF LAW PRINCIPLES.

            Section 17. Severability. If any provision of this Agreement shall
be prohibited or invalid under applicable law, this Agreement shall be
ineffective only to such extent, without invalidating the remainder of this
Agreement.

            Section 18. Further Assurances. Depositor and Seller agree to
execute and deliver such instruments and take such actions as the other party
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement.

            Section 19. Counterparts. This Agreement may be executed in
counterparts (and by each of the parties hereto on different counterparts), each
of which when so executed and delivered will be an original, and all of which
together will be deemed to constitute but one and the same instrument.

            Section 20. Treatment as Security Agreement. It is the express
intent of the parties hereto that the conveyance of the Mortgage Loans by Seller
to Depositor as provided in this Agreement be, and be construed as, a sale of
the Mortgage Loans by Seller to Depositor. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans by
Seller to Depositor to secure a debt or other obligation of Seller. However, in
the event that, notwithstanding the intent of the parties, the Mortgage Loans
are held to be property of Seller or if for any reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans:

            (a) this Agreement shall hereby create a security agreement within
the meaning of Articles 8 and 9 of the Uniform Commercial Code in effect in the
applicable state;

            (b) the conveyance provided for in this Agreement shall hereby grant
from Seller to Depositor a security interest in and to all of Seller's right,
title, and interest, whether now owned or hereafter acquired, in and to:

                  (i) all accounts, contract rights (including any guarantees),
      general intangibles, chattel paper, instruments, documents, money, deposit
      accounts, certificates of deposit, goods, letters of credit, advices of
      credit and investment property consisting of, arising from or relating to
      any of the property described in the Mortgage Loans, including the related
      Notes, Mortgages and title, hazard and other insurance policies,
      identified on the Mortgage Loan Schedule, and all distributions with
      respect thereto payable after the Cut-off Date;

                  (ii) all accounts, contract rights, general intangibles,
      chattel paper, instruments, documents, money, deposit accounts,
      certificates of deposit, goods, letters of credit, advices of credit and
      investment property arising from or by virtue of the disposition of, or
      collections with respect to, or insurance proceeds payable with respect
      to, or claims against other persons with respect to, all or any part of
      the collateral described in clause (i) above (including any accrued
      discount realized on liquidation of any investment purchased at a
      discount), in each case, payable after the Cut-off Date; and

                  (iii) all cash and non-cash proceeds of the collateral
      described in clauses (i) and (ii) above payable after the Cut-off Date;

            (c) the possession by Depositor or its assignee of the Notes and
such other goods, letters of credit, advices of credit, instruments, money,
documents, chattel paper or certificated securities shall be deemed to be
possession by the secured party or possession by a purchaser or a person
designated by him or her, for purposes of perfecting the security interest
pursuant to the Uniform Commercial Code (including, without limitation, Sections
9-306, 9-313 and 9-314 thereof) as in force in the relevant jurisdiction;

            (d) notifications to persons holding such property, and
acknowledgments, receipts, confirmations from persons holding such property,
shall be deemed to be notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents of, or persons
holding for (as applicable), Depositor or its assignee for the purpose of
perfecting such security interest under applicable law; and

            (e) Seller at the direction of Depositor or its assignee, shall, to
the extent consistent with this Agreement, take such actions as may be necessary
to ensure that, if this Agreement were deemed to create a security interest in
the Mortgage Loans and the proceeds thereof, such security interest would be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. In connection
herewith, Depositor and its assignee shall have all of the rights and remedies
of a secured party and creditor under the Uniform Commercial Code as in force in
the relevant jurisdiction and may prepare and file such UCC Financing Statements
as may be necessary or appropriate to accomplish the foregoing.

            Section 21. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation following the Closing
Date in all appropriate public offices for real property records in all the
counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by Seller at
Seller's expense at the direction of Depositor accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of Depositor.

            Section 22. Notice of Exchange Act Reportable Events. The Seller
hereby agrees to deliver to the Depositor and the Trustee any disclosure
information relating to any event reasonably determined in good faith by the
Depositor as required to be reported on Form 8-K, Form 10-D or Form 10-K by the
Trust Fund (in formatting reasonably appropriate for inclusion in such form),
including, without limitation, the disclosure required under Items 1117 and 1119
of Regulation AB and Item 1.03 to Form 8-K. The Seller shall use commercially
reasonable efforts to deliver proposed disclosure language relating to any event
described under Items 1117 and 1119 of Regulation AB and Item 1.03 to Form 8-K
to the Trustee and the Depositor within one (1) Business Day of become aware of
such event giving rise to such disclosure and in any event no later than two (2)
Business Days of the Seller becoming aware of such event, and shall provide
disclosure relating to any other event reasonably determined by the Depositor as
required to be disclosed on Form 8-K, Form 10-D or Form 10-K within two (2)
Business Days following the Depositor's request for such disclosure language.
The obligation of the Seller to provide the above-referenced disclosure
materials will terminate upon the filing of the Form 15 with respect to the
Trust Fund as to that fiscal year in accordance with Section 12.10(a) of the
Pooling and Servicing Agreement. The Seller hereby acknowledges that the
information to be provided by it pursuant to this Section will be used in the
preparation of reports meeting the reporting requirements of the Trust under
Section 13(a) and/or Section 15(d) of the Exchange Act.

                                    * * *



            IN WITNESS WHEREOF, the parties hereto have caused this Mortgage
Loan Purchase Agreement to be duly executed and delivered as the date first
above written.

                               COLUMN FINANCIAL, INC.,
                               as Seller


                               By: /s/ Reese Mason
                                  ------------------------------------------
                                  Name: Reese Mason
                                  Title: Vice President



                               CREDIT SUISSE FIRST BOSTON MORTGAGE
                               SECURITIES CORP.,
                                  as Depositor


                               By: /s/ Jeffrey Altabef
                                  ------------------------------------------
                                  Name: Jeffrey Altabef
                                  Title: Vice President




                                                                      SCHEDULE I

                          SCHEDULE OF TRANSACTION TERMS

            This Schedule of Transaction Terms is appended to and incorporated
by reference in the Mortgage Loan Purchase Agreement (the "Agreement"), dated as
of April 1, 2008, between Column Financial, Inc. and Credit Suisse First Boston
Mortgage Securities Corp. Capitalized terms used herein without definition have
the meanings given them in or by reference in the Agreement or, if not defined
in the Agreement, in the Pooling and Servicing Agreement.

            "Affiliate" means with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person.

            "Assignments" shall have the meaning given such term in Section 3 of
this Agreement.

            "Borrower" means the borrower under a Mortgage Loan.

            "Breach" shall have the meaning given such term in Section 7 of this
Agreement.

            "Certificate Purchase Agreement" means the Certificate Purchase
Agreement, dated March 28, 2008, among Column Financial, Inc. (solely with
respect to its obligations under Section 12 thereof), Depositor and the Initial
Purchasers.

            "Certificates" means the Credit Suisse First Boston Mortgage
            Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2008-C1.

            "Closing" shall have the meaning given that term in Section 2 of
this Agreement.

            "Closing Date" means April 18, 2008.

            "Closing Statement" means the closing statement dated as of the
Closing Date and signed by, among others, the parties to this Agreement.

            "Code" means the Internal Revenue Code of 1986, as amended.

            "Crossed Loan" means any Mortgage Loan which is cross-defaulted and
cross-collateralized with any other Mortgage Loan.

            "Crossed Group" shall have the meaning given such term in Section 7
of this Agreement.

            "Cut-off Date" means, individually and collectively, the applicable
Due Dates for the respective Mortgage Loans occurring in April 2008.

            "Defect" shall have the meaning given such term in Section 7 of this
Agreement.

            "Depositor" shall have the meaning given such term in the first
sentence of this Agreement.

            "Exception Report" means the exceptions with respect to the
representations and warranties made by Seller as to the Mortgage Loans in
Section 6(xii) and under the written certificate described in Section 4(b)(iii)
of this Agreement, which exceptions are set forth in Schedule V attached hereto
and made a part hereof.

            "Indemnification Agreement" means that certain indemnification
agreement, dated as of March 28, 2008, among the Underwriters, the Initial
Purchasers, Column and the Depositor.

            "Initial Purchasers" means Credit Suisse Securities (USA) LLC and
Morgan Stanley and Co. Incorporated.

            "Initial Resolution Period" shall have the meaning given such term
in Section 7 of this Agreement.

            "Loan Agreement" means, with respect to any Mortgage Loan, the loan
agreement, if any, between the related Mortgage Loan Originator and the related
Borrower, pursuant to which such Mortgage Loan was made.

            "Material Breach" shall have the meaning given such term in Section
7 of this Agreement.

            "Material Defect" shall have the meaning given such term in Section
7 of this Agreement.

            "Mortgage File" means, collectively, the documents and instruments
pertaining to a Mortgage Loan required to be included in the related Mortgage
File pursuant to Section 3 of this Agreement (subject to the first proviso in
Section 1 of this Agreement).

            "Mortgage Loan" and "Mortgage Loans" shall have the respective
meanings given such terms in Recital II of this Agreement.

            "Mortgage Loan Documents" means, collectively, the documents and
instruments pertaining to a Mortgage Loan to be included in either the related
Mortgage File or the related Servicer File.

            "Mortgage Loan Originator" means any institution which originated a
Mortgage Loan for a related Borrower.

            "Mortgage Loan Purchase Price" means the amount described in Section
2 of this Agreement.

            "Mortgage Loan Schedule" shall have the meaning given such term in
Recital II of this Agreement.

            "Offering Circular" means the confidential offering circular dated
March 28, 2008, describing certain classes of the Private Certificates.

            "Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement creating the Trust Fund and the interests therein, dated as of April
1, 2008, among Depositor, the Master Servicer, the Special Servicer and the
Trustee, including, without limitation, the exhibits and schedules annexed
thereto.

            "Private Certificates" means the Certificates that are not Publicly
Offered Certificates.

            "Prospectus" means the Prospectus dated March 18, 2008, that is a
part of Depositor's registration statement on Form S-3 (File No. 333-141613).

            "Prospectus Supplement" means the Prospectus Supplement, dated March
28, 2008, relating to the Publicly Offered Certificates.

            "Publicly Offered Certificates" means the Class A-1, Class A-2,
Class A-AB, Class A-3 and Class A-1-A Certificates.

            "Seller" shall have the meaning given such term in the first
sentence of this Agreement.

            "Servicer File" means, collectively, all documents, records and
copies pertaining to a Mortgage Loan that are required to be included in the
related Servicer File pursuant to Section 3 (subject to the first proviso in
Section 1).

            "Trust Fund" shall have the meaning given such term in Recital II of
this Agreement.

            "Trustee" shall have the meaning given such term in Section 1 of
this Agreement.

            "Underwriters" means Credit Suisse Securities (USA) LLC, Morgan
Stanley & Co. Incorporated and Deutsche Bank Securities Inc.; provided that
Deutsche Bank will not act as an Underwriter with respect to the Class A-2
Certificates.

            "Underwriting Agreement" means the Underwriting Agreement, dated
March 28, 2008, among Depositor, Column Financial, Inc. (solely with respect to
its obligations under Section 12 thereof) and the Underwriters.




                                                                     SCHEDULE II

                             MORTGAGE LOAN SCHEDULE

                                 [See Attached]



Commercial Mortgage Pass-Through Certificates Series 2008-C1
Schedule II






 #                Property Name                                 Address
- ----   -----------------------------------   ---------------------------------------------
                                       
1      Waikiki Beach Walk Retail             226 and 227 Lewers Street
2      450 Lexington Avenue                  450 Lexington Avenue
3      1100 Executive Tower                  1100 West Town and Country Road
4      Killeen Mall                          2100 South W.S. Young Drive
5      McHugh Marriott Hilton Portfolio
5.1    Hampton Inn Mt. Vernon                221 Potomac Boulevard
5.2    Courtyard Inn Southport Crossing      4650 Southport Crossings Drive
5.3    Hampton Inn Joplin                    3107 East 36th Street
5.4    Hilton Garden Inn Joplin              2644 East 32nd Street
5.5    Hampton Inn Marion                    2710 West Deyoung Street
5.6    Hampton Inn Anderson                  2312 Hampton Drive
5.7    Fairfield Inn Indianapolis            4504 Southport Crossings Drive
5.8    Fairfield Inn Collinsville            4 Gateway Drive
5.9    Fairfield Inn Joplin                  3301 South Range Line Road
7      Charlotte Multifamily Portfolio
7.1    Sharon Pointe                         5626 Sharon Pointe Road
7.2    Wexford                               1811 Wexford Meadows Lane
7.3    Waters Edge                           100 Waterview Drive
7.4    Highland Ridge                        2452 Bellemeade Street
7.5    Marion Ridge                          1829 East Marion Street
9      Lakeside Apartments (Phase II)        200 Lake Club Court
10     Radisson Hotel Dallas North           1981 North Central Expressway
12     Holiday Inn Dallas North              1655 North Central Expressway
13     Harvard Market                        1401 Broadway Avenue
15     Stones Crossing                       1364 Riverview Road
16     Grand Eagle                           50 Glenwood Road
19     Arbors of Olmsted                     27380 Cook Road
20     Holiday Inn Express Brooksville       14112 Cortez Boulevard
21     Hampton Inn Spring Hill               1344 Commercial Way
24     Hampton Inn - Erie                    8050 Oliver Road
25     Henderson Commons                     2720, 2906, 2912, 2920, 3010 Henderson Avenue
27     Stoney Run Apartments                 617 and 635 Marks Road
33     Pacific Plaza                         2382, 2390, and 2396 Crenshaw Boulevard
34     Barron's Promenade Shopping Center    1850 Scenic Highway
35     Singing River Apartments              3605 Gautier Vancleave Road
36     The Creek at Stone Oak                20322 and 20330 Huebner Road
37     Rochester New York Retail Portfolio
37.1   Bay Center Plaza                      1217 Bay Road
37.2   Northampton Towne Center              3208 Latta Road
39     The Shoppes at Monarch                12701 Miramar Parkway
42     46-01 20th Avenue                     46-01 20th Avenue
43     Holiday Inn Express Petersburg        5679 Boydton Plank Road
44     Uintah Plaza                          1147-1169 West Highway 40
46     ProSouth Office Building              412 South Court Street
47     George Portfolio (2)
47.1   Pixley Retail                         3225 North 5th Street
47.2   Allentown Pike                        8472 Allentown Pike
48     Webster Parc                          975 Ridge Road
49     Waterstone I & II                     34484 & 34572 North US Highway 45
50     Shoppes at Fairlawn                   7335 - 7351 Lee Highway
52     Mission Village Shopping Center       16815-16859 & 16909 Q Street
55     Lake Bonny MHP                        30 Bonisee Circle
56     Peoria Strip Center                   5112 West Peoria Avenue
57     Bennington Greenlane Townhomes        55 Bennington Drive
58     Rugby Apartments                      4 University Circle
59     Bruno's Shopping Center               1510 East Glenn Avenue
60     Cedar Village MHP                     15814 East Colfax Avenue



                                                                    Net                                           Rem.
                                   Zip        Mortgage            Mortgage          Original       Cut-off      Term to
 #           City         State   Code          Rate                Rate            Balance      Balance (1)    Maturity
- ----   ----------------   -----   -----   ----------------    ----------------    ------------   ------------   --------
                                                                                        
 1         Honolulu        HI     96815             5.3870%             5.3644%   $130,310,000   $130,310,000        111
 2         New York        NY     10017       7.0425580645%       7.0199580645%   $110,000,000   $110,000,000         51
 3          Orange         CA     92868   5.40937977653626%   5.38677977653626%    $89,500,000    $89,500,000         49
 4         Killeen         TX     76543             5.8390%             5.8164%    $82,000,000    $82,000,000        111
 5                                                  7.4600%             7.4374%    $51,080,000    $51,003,260        118
5.1      Mount Vernon      IL     62864                                             $7,470,000     $7,458,777
5.2      Indianapolis      IN     46237                                             $7,177,000     $7,166,218
5.3         Joplin         MO     64804                                             $7,010,000     $6,999,468
5.4         Joplin         MO     64804                                             $6,930,000     $6,919,589
5.5         Marion         IL     62959                                             $6,230,000     $6,220,640
5.6        Anderson        IN     46013                                             $6,080,000     $6,070,866
5.7      Indianapolis      IN     46237                                             $3,764,000     $3,758,345
5.8      Collinsville      IL     62234                                             $3,350,000     $3,344,967
5.9         Joplin         MO     64804                                             $3,069,000     $3,064,389
 7                                                  6.0500%             6.0274%    $33,465,000    $33,465,000         50
7.1       Charlotte        NC     28215                                            $10,330,000    $10,330,000
7.2       Charlotte        NC     28262                                             $6,825,000     $6,825,000
7.3        Concord         NC     28027                                             $6,670,000     $6,670,000
7.4       High Point       NC     27263                                             $5,580,000     $5,580,000
7.5         Shelby         NC     28152                                             $4,060,000     $4,060,000
 9     Charlottesville     VA     22902             5.6800%             5.6574%    $19,135,000    $19,135,000        116
10        Richardson       TX     75080             8.2300%             8.2074%    $16,785,000    $16,750,852         58
12        Richardson       TX     75080             6.7500%             6.7274%    $16,000,000    $15,923,181        116
13         Seattle         WA     98122             6.2810%             6.2459%    $12,500,000    $12,500,000        117
15        Rock Hill        SC     29732             6.6100%             6.5874%     $7,037,500     $7,025,003        118
16        Greenville       SC     29615             6.6100%             6.5874%     $4,683,500     $4,675,183        118
19     Olmsted Township    OH     44138             5.8500%             5.8149%     $9,200,000     $9,200,000        118
20       Brooksville       FL     34613             6.5400%             6.5049%     $4,900,000     $4,879,579        115
21       Spring Hill       FL     34606             6.5400%             6.5049%     $4,300,000     $4,282,080        115
24           Erie          PA     16509             6.5700%             6.5474%     $8,550,000     $8,522,402        116
25          Dallas         TX     75206             6.5100%             6.4749%     $7,850,000     $7,817,065        115
27        Brunswick        OH     44212             5.8900%             5.8549%     $7,700,000     $7,700,000        117
33         Torrance        CA     90501             5.6400%             5.6174%     $6,000,000     $6,000,000        115
34        Snellville       GA     30078             7.0950%             7.0724%     $5,489,348     $5,473,715        116
35         Gautier         MS     39553             6.6650%             6.6424%     $5,100,000     $5,068,349        115
36       San Antonio       TX     78258             6.5900%             6.5549%     $4,900,000     $4,900,000        117
37                                                  6.8100%             6.7874%     $4,910,000     $4,898,328        117
37.1       Webster         NY     14580                                             $2,553,200     $2,547,131
37.2        Greece         NY     14612                                             $2,356,800     $2,351,197
39         Miramar         FL     33027             5.7700%             5.7474%     $4,500,000     $4,500,000        115
42         Astoria         NY     11105             6.7350%             6.7124%     $4,000,000     $3,987,579        116
43        Petersburg       VA     23803             6.9100%             6.8749%     $4,000,000     $3,984,670        116
44          Vernal         UT     84078             6.2000%             6.1649%     $4,000,000     $3,964,294        110
46         Florence        AL     35630             5.8800%             5.8174%     $3,600,000     $3,569,345        111
47                                                  6.5850%             6.5624%     $3,257,000     $3,243,562        115
47.1       Reading         PA     19605                                             $1,913,907     $1,906,011
47.2       Blandon         PA     19510                                             $1,343,093     $1,337,551
48         Webster         NY     14580             6.6200%             6.5849%     $3,225,000     $3,225,000        119
49        Third Lake       IL     60030             5.9400%             5.9049%     $2,935,000     $2,935,000        105
50         Radford         VA     24141             6.6100%             6.5874%     $2,670,000     $2,670,000        115
52          Omaha          NE     68135             6.5300%             6.5074%     $2,450,000     $2,439,767        117
55         Lakeland        FL     33801             6.7500%             6.7274%     $1,879,000     $1,879,000        115
56         Glendale        AZ     85302             6.6200%             6.5974%     $1,680,000     $1,673,123        115
57        Rochester        NY     14616             6.7800%             6.7449%     $1,550,000     $1,545,238        116
58     Charlottesville     VA     22903             6.6200%             6.5074%     $1,500,000     $1,500,000        116
59          Auburn         AL     36830             6.3900%             6.3674%     $1,125,000     $1,115,379        110
60          Aurora         CO     80011             6.9100%             6.8874%     $1,000,000       $996,168         79


                                                                         Units/
                               Orig            Rem.                     Sq. Ft./
        Maturity    ARD       Amort.          Amort.        Monthly      Rooms/    Interest Accrual Period
 #        Date      Date       Term            Term         Payment       Pads      (30/360 / Actual/360)
- ----   ----------   ----   -------------   -------------   ----------   --------   -----------------------
                                                              
 1      7/1/2017    N/A    Interest Only   Interest Only     $593,108     88,160         Actual/360
 2     7/11/2012    N/A    Interest Only   Interest Only   $1,844,596    910,473         Actual/360
 3     5/11/2012    N/A    Interest Only   Interest Only     $409,053    372,814         Actual/360
 4     7/11/2017    N/A    Interest Only   Interest Only     $404,540    386,759         Actual/360
 5     2/11/2018    N/A              360             358     $355,761        747         Actual/360
5.1                                                                          101
5.2                                                                           83
5.3                                                                           89
5.4                                                                           96
5.5                                                                           89
5.6                                                                           99
5.7                                                                           62
5.8                                                                           64
5.9                                                                           64
 7     6/11/2012    N/A    Interest Only   Interest Only     $171,063        744         Actual/360
7.1                                                                          190
7.2                                                                          142
7.3                                                                          144
7.4                                                                          120
7.5                                                                          148
 9     12/11/2017   N/A              360             360     $110,817        200         Actual/360
10     2/11/2013    N/A              300             298     $132,117        294         Actual/360
12     12/11/2017   N/A              300             296     $110,546        220         Actual/360
13     1/11/2018    N/A              360             360      $77,217     41,290         Actual/360
15     2/11/2018    N/A              360             358      $44,992        160         Actual/360
16     2/11/2018    N/A              360             358      $29,943        152         Actual/360
19     2/11/2018    N/A              360             360      $54,275        120         Actual/360
20     11/11/2017   N/A              360             355      $31,100         67         Actual/360
21     11/11/2017   N/A              360             355      $27,292         72         Actual/360
24     12/11/2017   N/A              360             356      $54,436        101         Actual/360
25     11/11/2017   N/A              360             355      $49,669     29,826         Actual/360
27     1/11/2018    N/A              360             360      $45,622        106         Actual/360
33     11/11/2017   N/A              360             360      $34,596     23,438         Actual/360
34     12/11/2017   N/A              360             356      $36,872     19,870         Actual/360
35     11/11/2017   N/A              300             295      $34,963        134         Actual/360
36     1/11/2018    N/A              360             360      $31,262     23,673         Actual/360
37     1/11/2018    N/A              360             357      $32,042     63,590         Actual/360
37.1                                                                      35,365
37.2                                                                      28,225
39     11/11/2017   N/A              360             360      $26,318     13,466         Actual/360
42     12/11/2017   N/A              360             356      $25,904     25,999         Actual/360
43     12/11/2017   N/A              360             355      $26,371         67         Actual/360
44     6/11/2017    N/A              360             350      $24,499    125,584         Actual/360
46     7/11/2017    N/A              360             351      $21,307     45,520         Actual/360
47     11/11/2017   N/A              360             355      $20,769     24,269         Actual/360
47.1                                                                       5,307
47.2                                                                      18,962
48     3/11/2018    N/A              360             360      $20,639     14,213         Actual/360
49     1/11/2017    N/A              360             360      $17,484     12,900         Actual/360
50     11/11/2017   N/A              360             360      $17,070     17,400         Actual/360
52     1/11/2018    N/A              360             355      $15,534     20,424         Actual/360
55     11/11/2017   N/A              360             360      $12,187        106         Actual/360
56     11/11/2017   N/A              360             355      $10,752      6,939         Actual/360
57     12/11/2017   N/A              360             356      $10,084         24         Actual/360
58     12/11/2017   N/A              360             360       $9,600         10         Actual/360
59     6/11/2017    N/A              360             350       $7,030     10,700         Actual/360
60     11/11/2014   N/A              360             355       $6,593         44         Actual/360




          Primary               Master Servicing Fee            Payment     ARD Trust
 #     Servicing Fee    (Exclusive of Primary Servicing Fee)     Date     Mortgage Loan   Lockout/Defeasance
- ----   -------------    ------------------------------------    -------   -------------   ------------------
                                                                           
 1            0.0100%                                 0.0100%         1        No                Yes
 2            0.0100%                                 0.0100%        11        No                Yes
 3            0.0100%                                 0.0100%        11        No               No (2)
 4            0.0100%                                 0.0100%        11        No                Yes
 5            0.0100%                                 0.0100%        11        No                Yes
5.1
5.2
5.3
5.4
5.5
5.6
5.7
5.8
5.9
 7            0.0100%                                 0.0100%        11        No                Yes
7.1
7.2
7.3
7.4
7.5
 9            0.0100%                                 0.0100%        11        No                Yes
10            0.0100%                                 0.0100%        11        No                Yes
12            0.0100%                                 0.0100%        11        No                Yes
13            0.0225%                                 0.0100%        11        No                Yes
15            0.0100%                                 0.0100%        11        No                Yes
16            0.0100%                                 0.0100%        11        No                Yes
19            0.0225%                                 0.0100%        11        No                Yes
20            0.0225%                                 0.0100%        11        No                Yes
21            0.0225%                                 0.0100%        11        No                Yes
24            0.0100%                                 0.0100%        11        No                Yes
25            0.0225%                                 0.0100%        11        No                Yes
27            0.0225%                                 0.0100%        11        No                Yes
33            0.0100%                                 0.0100%        11        No                Yes
34            0.0100%                                 0.0100%        11        No                Yes
35            0.0100%                                 0.0100%        11        No                Yes
36            0.0225%                                 0.0100%        11        No                 No
37            0.0100%                                 0.0100%        11        No                Yes
37.1
37.2
39            0.0100%                                 0.0100%        11        No                Yes
42            0.0100%                                 0.0100%        11        No                Yes
43            0.0225%                                 0.0100%        11        No                Yes
44            0.0225%                                 0.0100%        11        No                Yes
46            0.0500%                                 0.0100%        11        No                Yes
47            0.0100%                                 0.0100%        11        No                Yes
47.1
47.2
48            0.0225%                                 0.0100%        11        No                 No
49            0.0225%                                 0.0100%        11        No                Yes
50            0.0100%                                 0.0100%        11        No                Yes
52            0.0100%                                 0.0100%        11        No                Yes
55            0.0100%                                 0.0100%        11        No                Yes
56            0.0100%                                 0.0100%        11        No                Yes
57            0.0225%                                 0.0100%        11        No                Yes
58            0.1000%                                 0.0100%        11        No                Yes
59            0.0100%                                 0.0100%        11        No                 No
60            0.0100%                                 0.0100%        11        No                Yes




             Earthquake           Environmental          Ground          Letter of      Loan
 #     Insurance (Yes/No/N/A)   Insurance (Yes/No)   Lease (Yes/No)   Credit (Yes/No)   Group
- ----   ----------------------   ------------------   --------------   ---------------   -----
                                                                         
 1              Yes                     No                 No               No              1
 2              Yes                     No                Yes               No              1
 3              N/A                     No                 No               No              1
 4              Yes                     No                 No               No              1
 5              Yes                     No                 No               No              1
5.1
5.2
5.3
5.4
5.5
5.6
5.7
5.8
5.9
 7              Yes                     No                 No               No              2
7.1                                                                                         2
7.2                                                                                         2
7.3                                                                                         2
7.4                                                                                         2
7.5                                                                                         2
 9              N/A                     No                 No               No              2
10              N/A                     No                 No               No              1
12              N/A                     No                 No               No              1
13              N/A                     No                 No               No              1
15              N/A                     No                 No               No              2
16              N/A                     No                 No               No              2
19              N/A                     No                 No               No              2
20              N/A                     No                 No               No              1
21              N/A                     No                 No               No              1
24              N/A                     No                 No               No              1
25              N/A                     No                 No               No              1
27              N/A                     No                 No               No              2
33              N/A                     No                 No               No              1
34              N/A                     No                 No               No              1
35              Yes                     No                 No               No              2
36              N/A                     No                 No               No              1
37              N/A                     No                 No               No              1
37.1                                                                                        1
37.2                                                                                        1
39              N/A                     No                 No               No              1
42              N/A                     No                 No               No              1
43              N/A                     No                 No               No              1
44              Yes                     No                 No               No              1
46              N/A                     No                 No               No              1
47              N/A                    Yes                 No               No              1
47.1                                                                                        1
47.2                                                                                        1
48              N/A                    Yes                 No               No              1
49              N/A                     No                 No               No              1
50              N/A                     No                 No               No              1
52              N/A                    Yes                 No               No              1
55              N/A                    Yes                 No               No              2
56              N/A                    Yes                 No               No              1
57              N/A                    Yes                 No               No              2
58              N/A                    Yes                 No               No              2
59              N/A                    Yes                 No               No              1
60              N/A                    Yes                 No               No              2





 #          Loan Seller
- ----   ----------------------
    
 1     Column Financial, Inc.
 2     Column Financial, Inc.
 3     Column Financial, Inc.
 4     Column Financial, Inc.
 5     Column Financial, Inc.
5.1
5.2
5.3
5.4
5.5
5.6
5.7
5.8
5.9
 7     Column Financial, Inc.
7.1
7.2
7.3
7.4
7.5
 9     Column Financial, Inc.
10     Column Financial, Inc.
12     Column Financial, Inc.
13     Column Financial, Inc.
15     Column Financial, Inc.
16     Column Financial, Inc.
19     Column Financial, Inc.
20     Column Financial, Inc.
21     Column Financial, Inc.
24     Column Financial, Inc.
25     Column Financial, Inc.
27     Column Financial, Inc.
33     Column Financial, Inc.
34     Column Financial, Inc.
35     Column Financial, Inc.
36     Column Financial, Inc.
37     Column Financial, Inc.
37.1
37.2
39     Column Financial, Inc.
42     Column Financial, Inc.
43     Column Financial, Inc.
44     Column Financial, Inc.
46     Column Financial, Inc.
47     Column Financial, Inc.
47.1
47.2
48     Column Financial, Inc.
49     Column Financial, Inc.
50     Column Financial, Inc.
52     Column Financial, Inc.
55     Column Financial, Inc.
56     Column Financial, Inc.
57     Column Financial, Inc.
58     Column Financial, Inc.
59     Column Financial, Inc.
60     Column Financial, Inc.


END

(1)   Based on a Cut-off date in April 2008.

(2)   Commencing on the second anniversary of the REMIC start-up date as defined
      in the relevant loan documents, the borrower will also have the option to
      obtain a release of the mortgaged real property from the lien of the
      mortgage loan through defeasance.



                                                                    SCHEDULE III

                  MORTGAGE LOANS CONSTITUTING CROSSED GROUPS



      (1)  Stones Crossing and Grand Eagle

      (2)  Holiday Inn Express Brooksville and Hampton Inn Spring Hill





                                                                     SCHEDULE IV

                         MORTGAGE LOANS WITH LOST NOTES

                                      None





                                                                      SCHEDULE V

                             EXCEPTIONS TO SELLER'S
                         REPRESENTATIONS AND WARRANTIES

Reference is made to the Representations and Warranties set forth in Exhibit A
attached hereto corresponding to the paragraph numbers set forth below:

            Exception(s) to representation (x)

            Harvard Market: The condominium declaration for the related
Mortgaged Property provides that up to three months of delinquent assessments
will constitute a lien that will be prior to the lien of any related mortgage.
At the closing of the Mortgage Loan, the Borrower was required to deposit into a
condominium assessment reserve an amount equal to six months' of estimated
condominium assessments; the Borrower will be required to replenish such reserve
in accordance with the Mortgage Loan Documents in the event that the lender uses
funds on deposit therein. In addition, the Mortgage Loan Documents provide that
the Mortgage Loan will become fully recourse to the Borrower if, among other
things, the condominium association undertakes any action seeking enforcement of
or foreclosure of any assessment lien against the Mortgaged Property that is
prior to the Mortgage (unless such lien is paid in full by Borrower and such
action is dismissed prior to foreclosure).

            Exception(s) to representations (xiii) and (xxxiii)

            450 Lexington Avenue: The related Mortgaged Property secures, on a
pari passu basis with the Mortgage Loan, another mortgage loan with an original
principal balance as of the Cut-off date of $200,000,000 (the "450 Lexington
Avenue Companion Loan"), which is not included in the sale by the Seller to the
Depositor. The Mortgage Loan is cross-defaulted with the 450 Lexington Avenue
Companion Loan. The rights of the lenders are governed by an intercreditor
agreement.

            McHugh Marriott Hilton Portfolio: The Mortgage Loan consists of a
CBA "A" loan, which is part of an "A/B" loan structure consistent with the
program (the "Column/CBA-Mezz Program") implemented between Column Financial,
Inc. and CBA Mezzanine Capital. Such CBA "A" loan is cross-defaulted with a CBA
"B" loan in the amount of $3,755,000 (which CBA "B" loan is not included in the
sale by the Seller to the Depositor). The holder of the CBA "A" loan serves as
collateral agent for both lenders. The CBA "A" Loan is senior in right of
payment to the CBA "B" Loan, to the extent set forth in the related CBA
intercreditor agreement entered into by Column Financial, Inc. and CBA Mezzanine
Capital in accordance with the Column/CBA-Mezz Program.

            Exception(s) to representation (xviii)

            450 Lexington Avenue: The related Mortgaged Property secures, on a
pari passu basis with the Mortgage Loan, another mortgage loan with an original
principal balance as of the Cut-off date of $200,000,000 (the "450 Lexington
Avenue Companion Loan"), which is not included in the sale by the Seller to the
Depositor. The Mortgage Loan is cross-defaulted with the 450 Lexington Avenue
Companion Loan. The rights of the lenders are governed by an intercreditor
agreement.

            Exception(s) to representation (xxvii)

            Killeen Mall: The Borrower has represented and warranted that, to
its knowledge, there are no past, present or threatened releases of hazardous
substances in, on, under, from or affecting the Mortgaged Property that have not
been fully remediated in accordance with applicable environmental laws. In
addition, the Borrower has covenanted that no hazardous substances will be used,
present or released in, on, under or from the Mortgaged Property, except for
those that (a) are commonly used and stored at the Mortgaged Property and are in
material compliance with applicable environmental laws or (b) are in compliance
with environmental laws and permits required to be issued pursuant thereto, are
fully disclosed to lender in writing and do not require remediation.

            Exception(s) to representation (xxxvii)

            Lakeside Apartments (Phase II): The related Borrower is the payee on
a certain promissory note ("Lakeside Note") made by its affiliate, Lakeside
Associates Limited Liability Company, a Virginia limited liability company. The
Borrower has covenanted not to take any action to enforce the Lakeside Note or
the obligations thereunder so long as the Mortgage Loan is outstanding.

            Exception(s) to representation (xl)

            Barron's Promenade Shopping Center: The applicable tax parcel
includes not only related Mortgaged Property but also certain adjoining real
property consisting of parking, office and condominium development parcels (the
"Facet Properties Parcel") owned by an affiliate of the Borrower. The Borrower
has represented that the tax parcel will be split as a normal, non-discretionary
and ministerial function of the applicable taxing jurisdiction and that such
split will be completed in accordance with local practice and in time for 2008
taxes to be separately assessed for the Mortgaged Property (exclusive of the
Facet Properties Parcel). At the closing of the Mortgage Loan, the Borrower was
required to escrow tax reserves based on assessments for the entire tax parcel
(i.e. including the Facet Properties Parcel).

            Waikiki Beach Walk Retail: The owner (the "Central Plant Owner") of
a condominium unit that is part of the same condominium regime as the related
Mortgaged Property (but is not part of the collateral for the Mortgage Loan) is
responsible for supplying chilled water to such Mortgaged Property, as well as
to other condominium units within the regime. The related Borrower owns a
minority interest in the Central Plant Owner and has pledged such interest as
additional collateral for the Mortgage Loan. Pursuant to the related Mortgage
Loan Documents, the Central Plant Owner has covenanted to act as a bankruptcy
remote entity and to maintain insurance coverage in accordance with the lender's
insurance criteria.

            Exception(s) to representation (lii)

            Lakeside Apartments (Phase II): The related Mortgaged Property
constitutes a legal non-conforming use. However, law and ordinance insurance was
waived due to fact that the improvements on the related Mortgaged Property can
be rebuilt to current condition within two years of loss.

            Exception(s) to representation (liv)

            Henderson Commons: The related Borrower has the right to establish
or designate the successor borrower. However, the Mortgage Loan Documents
require that such successor borrower be a single-purpose, bankruptcy remote
entity acceptable to the lender.

            Hampton Inn - Erie: The related Borrower has the right to establish
or designate the successor borrower. However, the Mortgage Loan Documents
require, among other things, that such successor borrower be a single-purpose,
bankruptcy remote entity and that, if required by the lender or the applicable
rating agencies, a non-consolidation opinion be delivered with respect to such
successor borrower. In addition, as a condition to the related defeasance, the
Borrower will be required to deliver, among other things, an opinion of counsel
that no REMIC Pool will fail to maintain its status as a REMIC as a result of
such defeasance event and written confirmation from the applicable rating
agencies that such defeasance event will not result in a downgrade, withdrawal
or qualification of the then current ratings of any class of Rated Certificates.




                                                                       EXHIBIT A

                         REPRESENTATIONS AND WARRANTIES
                          REGARDING THE MORTGAGE LOANS

            (i) Immediately prior to the sale, transfer and assignment to the
Depositor, no Note or Mortgage was subject to any assignment (other than
assignments which show a complete chain of assignment to the Seller),
participation or pledge, and the Seller had good and marketable title to, and
was the sole owner of, the related Mortgage Loan;

            (ii) [RESERVED.]

            (iii) The Seller has full right and authority to sell, assign and
transfer such Mortgage Loan and the assignment to the Depositor constitutes a
legal, valid and binding assignment of such Mortgage Loan;

            (iv) The Seller is transferring such Mortgage Loan free and clear of
any and all liens, pledges, charges or security interests of any nature
encumbering such Mortgage Loan;

            (v) As of origination, to Seller's knowledge, based on the related
Borrower's representations and covenants in the related Mortgage Loan Documents,
the Borrower, lessee and/or operator was in possession of all licenses, permits,
and authorizations then required for use of the Mortgaged Property which were
valid and in full force and effect as of the origination date;

            (vi) Each related Note, Mortgage, Assignment of Leases (if any) and
other agreement executed by or for the benefit of the related Borrower, any
guarantor or their successors or assigns in connection with such Mortgage Loan
is the legal, valid and binding obligation of the related Borrower, enforceable
in accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting the
enforcement of creditors' rights or by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law); and there is no valid offset, defense, counterclaim, or right of
rescission available to the related Borrower with respect to such Note,
Mortgage, Assignment of Leases and other agreements, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other laws affecting the enforcement of creditors' rights or by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law);

            (vii) Each related Assignment of Leases (or, in the case of the
Mortgage Loans known as Killeen Mall and Santa Fe Place, the related Mortgage)
creates a valid first priority collateral assignment of, or a valid first
priority lien or security interest in, certain rights under the related lease or
leases, subject only to a license granted to the related Borrower to exercise
certain rights and to perform certain obligations of the lessor under such lease
or leases, including the right to operate the related leased property, except as
the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting the enforcement of creditors'
rights or by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law); no person
other than the related Borrower owns any interest in any payments due under such
lease or leases that is superior to or of equal priority with the lender's
interest therein;

            (viii) Each related assignment of Mortgage from the Seller to the
Depositor and related assignment of the Assignment of Leases, if any, or
assignment of any other agreement executed by or for the benefit of the related
Borrower, any guarantor or their successors or assigns in connection with such
Mortgage Loan from the Seller to the Depositor constitutes the legal, valid and
binding assignment from the Seller to the Depositor, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, liquidation,
receivership, moratorium or other laws relating to or affecting the enforcement
of creditors' rights or by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law);

            (ix) Since origination (A) except as set forth in the related
mortgage file, such Mortgage Loan has not been modified, altered, satisfied,
canceled, subordinated or rescinded and (B) each related Mortgaged Property has
not been released from the lien of the related Mortgage in any manner which
materially interferes with the security intended to be provided by such
Mortgage;

            (x) Each related Mortgage is a valid and enforceable first lien on
the related Mortgaged Property (subject to Permitted Encumbrances (as defined
below)), except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the enforcement
of creditors' rights or by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law); and such
Mortgaged Property is free and clear of any mechanics' and materialmen's liens
which are prior to or equal with the lien of the related Mortgage, except those
which are insured against by a lender's title insurance policy (as described
below). A UCC Financing Statement has been filed and/or recorded (or sent for
filing or recording) in all places necessary to perfect a valid security
interest in the personal property necessary to operate the Mortgaged Property;
any security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a valid
and enforceable lien on property described therein, except as such enforcement
may be limited by bankruptcy, insolvency, reorganization, moratorium or other
laws affecting the enforcement of creditors' rights or by general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law);

            (xi) The Seller has not taken any action that would cause the
representations and warranties made by the related Borrower in the related
Mortgage Loan Documents not to be true;

            (xii) The Seller has no knowledge that the material representations
and warranties made by the related Borrower in the related Mortgage Loan
Documents are not true in any material respect;

            (xiii) The lien of each related Mortgage is a first priority lien on
the fee and/or leasehold interest of the related Borrower in the principal
amount of such Mortgage Loan or allocated loan amount of the portions of the
Mortgaged Property covered thereby (as set forth in the related Mortgage) after
all advances of principal and is insured by an ALTA lender's title insurance
policy (or a binding commitment therefor), or its equivalent as adopted in the
applicable jurisdiction, insuring the Seller and its successors and assigns as
to such lien, subject only to (A) the lien of current real property taxes,
ground rents, water charges, sewer rents and assessments not yet delinquent or
accruing interest or penalties, (B) covenants, conditions and restrictions,
rights of way, easements and other matters of public record, none of which,
individually or in the aggregate, materially interferes with the current use of
the Mortgaged Property or the security intended to be provided by such Mortgage
or with the Borrower's ability to pay its obligations when they become due or
the value of the Mortgaged Property, (C) the exceptions (general and specific)
and exclusions set forth in such policy, none of which, individually or in the
aggregate, materially interferes with the current general use of the Mortgaged
Property or materially interferes with the security intended to be provided by
such Mortgage or with the related Borrower's ability to pay its obligations when
they become due or the value of the Mortgaged Property and (D) the rights of the
holder of any CBA B Loan that is part of a related Serviced Loan Combination to
which any such Mortgage Loan belongs (items (A), (B), (C) and (D) collectively,
"Permitted Encumbrances"); the premium for such policy was paid in full; such
policy (or if it is yet to be issued, the coverage to be afforded thereby) is
issued by a title insurance company licensed to issue policies in the state in
which the related Mortgaged Property is located (unless such state is Iowa) and
is assignable (with the related Mortgage Loan) to the Depositor and the Trustee
without the consent of or any notification to the insurer, and is in full force
and effect upon the consummation of the transactions contemplated by this
Agreement; no claims have been made under such policy and the Seller has not
undertaken any action or omitted to take any action, and has no knowledge of any
such act or omission, which would impair or diminish the coverage of such
policy;

            (xiv) The proceeds of such Mortgage Loan have been fully disbursed
and there is no requirement for future advances thereunder, and no future
advances have been made which are not reflected in the related mortgage file;

            (xv) Except as set forth in a property inspection report or
engineering report prepared in connection with the origination of the Mortgage
Loan, as of the later of the date of origination of such Mortgage Loan or the
most recent inspection of the related Mortgaged Property by the Seller, as
applicable, and to the knowledge of Seller as of the date hereof, each related
Mortgaged Property is free of any material damage that would affect materially
and adversely the use or value of such Mortgaged Property as security for the
Mortgage Loan (normal wear and tear excepted) or reserves have been established
to cover the costs to remediate such damage and, as of the closing date for each
Mortgage Loan and, to the Seller's knowledge, as of the date hereof, there is no
proceeding pending for the total or partial condemnation of such Mortgaged
Property that would have a material adverse effect on the use or value of the
Mortgaged Property;

            (xvi) The Seller has inspected or caused to be inspected each
related Mortgaged Property within the past twelve months, or the originator of
the Mortgage Loan inspected or caused to be inspected each related Mortgaged
Property within three months of origination of the Mortgage Loan;

            (xvii) No Mortgage Loan has a shared appreciation feature, any other
contingent interest feature or a negative amortization feature other than the
ARD Trust Mortgage Loans which may have negative amortization from and after the
Anticipated Repayment Date;

            (xviii) Each Mortgage Loan is a whole loan and contains no equity
participation by Seller;

            (xix) The Mortgage Rate (exclusive of any default interest, late
charges, or prepayment premiums) of such Mortgage Loan complied as of the date
of origination with, or was exempt from, applicable state or federal laws,
regulations and other requirements pertaining to usury. Except to the extent any
noncompliance did not materially and adversely affect the value of the related
Mortgaged Property, the security provided by the Mortgage or the related
Borrower's operations at the related Mortgaged Property, any and all other
requirements of any federal, state or local laws, including, without limitation,
truth-in-lending, real estate settlement procedures, equal credit opportunity or
disclosure laws, applicable to such Mortgage Loan have been complied with as of
the date of origination of such Mortgage Loan;

            (xx) Neither the Seller nor to the Seller's knowledge, any
originator, committed any fraudulent acts during the origination process of any
Mortgage Loan, and no other person has been granted or conveyed the right to
service the Mortgage Loans or receive any consideration in connection therewith,
except as provided in the Pooling and Servicing Agreement or any permitted
subservicing agreements;

            (xxi) All taxes and governmental assessments that became due and
owing prior to the date hereof with respect to each related Mortgaged Property
and that are or may become a lien of priority equal to or higher than the lien
of the related Mortgage have been paid or an escrow of funds has been
established and such escrow (including all escrow payments required to be made
prior to the delinquency of such taxes and assessments) is sufficient to cover
the payment of such taxes and assessments;

            (xxii) All escrow deposits and payments required pursuant to each
Mortgage Loan are in the possession, or under the control, of the Seller or its
agent and there are no deficiencies (subject to any applicable grace or cure
periods) in connection therewith and all such escrows and deposits are being
conveyed by the Seller to the Depositor and identified as such with appropriate
detail;

            (xxiii) Each related Mortgaged Property is insured by a fire and
extended perils insurance policy or "all-risk" insurance policy, issued by an
insurer meeting the requirements of the related Mortgage Loan Documents (which
includes the requirement that the insurance carrier is authorized under
applicable law to issue such insurance policy), in an amount not less than the
lesser of the principal amount of the related Mortgage Loan and the replacement
cost (with no deduction for physical depreciation) and not less than the amount
necessary to avoid the operation of any co-insurance provisions with respect to
the related Mortgaged Property; each related Mortgaged Property is also covered
by business interruption or rental loss insurance which covers a period of not
less than 12 months and comprehensive general liability insurance in amounts
generally required by prudent commercial mortgage lenders for similar
properties; all premiums on such insurance policies required to be paid as of
the date hereof have been paid; such insurance policies require prior notice to
the insured of termination or cancellation, and no such notice has been received
by the Seller; such insurance names the lender under the Mortgage Loan and its
successors and assigns as a named or additional insured; each related Mortgage
Loan obligates the related Borrower to maintain all such insurance and, at such
Borrower's failure to do so, authorizes the lender to maintain such insurance at
the Borrower's cost and expense and to seek reimbursement therefor from such
Borrower;

            (xxiv) There is no monetary default, breach, violation or event of
acceleration existing under the related Mortgage Loan; and, to the Seller's
knowledge, there is no (A) non-monetary default, breach, violation or event of
acceleration existing under the related Mortgage Loan or (B) event (other than
payments due but not yet delinquent) which, with the passage of time or with
notice and the expiration of any grace or cure period, would and does constitute
a default, breach, violation or event of acceleration, which default, breach,
violation or event of acceleration, in the case of either (A) or (B) materially
and adversely affects the use or value of the Mortgage Loan or the related
Mortgaged Property; provided, however, that this representation and warranty
does not address or otherwise cover any default, breach, violation or event of
acceleration that specifically pertains to any matter otherwise covered by any
other representation or warranty made by the Seller in any of the other
paragraphs of this Exhibit A; and provided, further that a breach by the
Borrower of any representation or warranty contained in any Mortgage Loan
Document shall not constitute a non-monetary default, breach, violation or event
of acceleration for purposes of this representation and warranty if the subject
matter of such representation or warranty contained in any Mortgage Loan
Document is also covered by any other representation or warranty made by the
Seller in this Exhibit A;

            (xxv) No Mortgage Loan has been more than 30 days delinquent in
making required payments since origination and as of the Cut-off Date no
Mortgage Loan is 30 or more days delinquent in making required payments;

            (xxvi) (A) Each related Mortgage contains provisions so as to render
the rights and remedies of the holder thereof adequate for the practical
realization against the Mortgaged Property of the principal benefits of the
security, including realization by judicial or, if applicable, non-judicial
foreclosure or, subject to applicable state law requirements, appointment of a
receiver, and (B) there is no exemption available to the Borrower which would
interfere with such right to foreclose, except, in the case of either (A) or (B)
as the enforcement of the Mortgage may be limited by bankruptcy, insolvency,
reorganization, moratorium, redemption or other laws affecting the enforcement
of creditors' rights or by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law). To the
Seller's knowledge, no Borrower is a debtor in a state or federal bankruptcy or
insolvency proceeding;

            (xxvii) At origination, each Borrower represented and warranted in
all material respects that to its knowledge, except as set forth in certain
environmental reports and, except as commonly used in the operation and
maintenance of properties of similar kind and nature to the Mortgaged Property,
in accordance with prudent management practices and applicable law, and in a
manner that does not result in any contamination of the Mortgaged Property, it
has not used, caused or permitted to exist and will not use, cause or permit to
exist on the related Mortgaged Property any hazardous materials in any manner
which violates federal, state or local laws, ordinances, regulations, orders,
directives or policies governing the use, storage, treatment, transportation,
manufacture, refinement, handling, production or disposal of hazardous materials
or other environmental laws; the related Borrower or an affiliate thereof agreed
to indemnify, defend and hold the lender and its successors and assigns harmless
from and against losses, liabilities, damages, injuries, penalties, fines,
expenses, and claims of any kind whatsoever (including attorneys' fees and
costs) paid, incurred or suffered by, or asserted against, any such party
resulting from a breach of the foregoing representations, warranties or
covenants given by the Borrower in connection with such Mortgage Loan. A Phase I
environmental report and, with respect to certain Mortgage Loans, a Phase II
environmental report, was conducted by a reputable environmental consulting firm
in connection with such Mortgage Loan, which report did not indicate any
material non-compliance with applicable environmental laws or material existence
of hazardous materials or, if any material non-compliance or material existence
of hazardous materials was indicated in any such report, then at least one of
the following statements is true: (A) funds reasonably estimated to be
sufficient to cover the cost to cure any material non-compliance with applicable
environmental laws or material existence of hazardous materials have been
escrowed by the related Borrower and held by the related lender; (B) an
operations or maintenance plan has been required to be obtained by the related
Borrower; (C) the environmental condition identified in the related
environmental report was remediated or abated in all material respects prior to
the date hereof; (D) a no further action or closure letter was obtained from the
applicable governmental regulatory authority (or the environmental issue
affecting the related Mortgaged Property was otherwise listed by such
governmental authority as "closed"); (E) such conditions or circumstances
identified in the Phase I environmental report were investigated further and
based upon such additional investigation, an environmental consultant
recommended no further investigation or remediation; (F) a party with financial
resources reasonably estimated to be adequate to cure the condition or
circumstance provided a guaranty or indemnity to the related Borrower to cover
the costs of any required investigation, testing, monitoring or remediation; (G)
the expenditure of funds reasonably estimated to be necessary to effect such
remediation is not greater than two percent (2%) of the outstanding principal
balance of the related Mortgage Loan; or (H) a lender's environmental insurance
policy was obtained and is a part of the related mortgage file. Notwithstanding
the preceding sentence, with respect to certain Mortgage Loans with an original
principal balance of less than $4,000,000, no environmental report may have been
obtained, but (in such cases where a Phase I environmental report was not
obtained) a lender's secured creditor impairment environmental insurance policy
was obtained with respect to each such Mortgage Loan and is a part of the
related mortgage file. Each of such environmental insurance policies is in full
force and effect, the premiums for such policies have been paid in full and the
Trustee is named as an insured under each of such policies. To the best of the
Seller's knowledge, in reliance on such environmental reports and except as set
forth in such environmental reports, each Mortgaged Property is in material
compliance with all applicable federal, state and local environmental laws, and
to the best of the Seller's knowledge, no notice of violation of such laws has
been issued by any governmental agency or authority, except, in all cases, as
indicated in such environmental reports or other documents previously provided
to the Rating Agencies; and the Seller has not taken any action which would
cause the Mortgaged Property to not be in compliance with all federal, state and
local environmental laws pertaining to environmental hazards;

            (xxviii) (1) Each Mortgage Loan contains provisions for the
acceleration of the payment of the unpaid principal balance of such Mortgage
Loan if, without the consent of the holder of the Mortgage (and the Mortgage
requires the Borrower to pay all fees and expenses associated with obtaining
such consent), the related Mortgaged Property is directly or indirectly
transferred or sold, and (2) except with respect to transfers of certain
interests in the related Borrower to persons already holding interests in the
Borrower, their family members, affiliated companies, for estate planning
related purposes and other transfers that satisfy certain criteria specified in
the related Mortgage (which criteria is consistent with the practices of prudent
commercial mortgage lenders), each Mortgage Loan with a Stated Principal Balance
of over $20,000,000 also contains the provisions for the acceleration of the
payment of the unpaid principal balance of such Mortgage Loan if, without the
consent of the holder of the Mortgage, (and the Mortgage requires the Borrower
to pay all fees and expenses associated with obtaining such consent) a majority
interest in the related Borrower is directly or indirectly transferred or sold;

            (xxix) All improvements included in the related appraisal are within
the boundaries of the related Mortgaged Property, except for encroachments onto
adjoining parcels for which the Seller has obtained title insurance against
losses arising therefrom or that do not materially and adversely affect the use
or value of such Mortgaged Property. No improvements on adjoining parcels
encroach onto the related Mortgaged Property except for encroachments that do
not materially and adversely affect the value of such Mortgaged Property, the
security provided by the Mortgage or the related Borrower's operations at the
Mortgaged Property;

            (xxx) The information pertaining to the Mortgage Loans which is set
forth in the mortgage loan schedule attached as an exhibit to this Agreement is
complete and accurate in all material respects as of the dates of the
information set forth therein (or, if not set forth therein, as of the Cut-off
Date);

            (xxxi) With respect to any Mortgage Loan where all or a material
portion of the estate of the related Borrower therein is a leasehold estate, and
the related Mortgage does not also encumber the related lessor's fee interest in
such Mortgaged Property, based upon the terms of the ground lease and any
estoppel received from the ground lessor, the Seller represents and warrants
that:

            (A) The ground lease or a memorandum regarding such ground lease has
      been duly recorded. The ground lease permits the interest of the lessee to
      be encumbered by the related Mortgage and does not restrict the use of the
      related Mortgaged Property by such lessee, its successors or assigns in a
      manner that would adversely affect the security provided by the related
      Mortgage. To the Seller's best knowledge, there has been no material
      change in the terms of the ground lease since its recordation, except by
      any written instruments which are included in the related mortgage file;

            (B) The lessor under such ground lease has agreed in a writing
      included in the related mortgage file that the ground lease may not be
      amended, modified, canceled or terminated without the prior written
      consent of the lender and that any such action without such consent is not
      binding on the lender, its successors or assigns;

            (C) The ground lease has an original term (or an original term plus
      one or more optional renewal terms, which, under all circumstances, may be
      exercised, and will be enforceable, by the lender) that extends not less
      than 20 years beyond the stated maturity of the related Mortgage Loan;

            (D) Based on the title insurance policy (or binding commitment
      therefor) obtained by the Seller, the ground lease is not subject to any
      liens or encumbrances superior to, or of equal priority with, the
      Mortgage, subject to Permitted Encumbrances and liens that encumber the
      ground lessor's fee interest;

            (E) The ground lease is assignable to the lender under the ground
      lease and its assigns without the consent of the lessor thereunder;

            (F) As of the Closing Date, the ground lease is in full force and
      effect, and the Seller has no actual knowledge that any default beyond
      applicable notice and grace periods has occurred or that there is any
      existing condition which, but for the passage of time or giving of notice,
      would result in a default under the terms of the ground lease;

            (G) The ground lease or an ancillary agreement between the lessor
      and the lessee, which is part of the Mortgage File, requires the lessor to
      give notice of any default by the lessee to the lender;

            (H) A lender is permitted a reasonable opportunity (including, where
      necessary, sufficient time to gain possession of the interest of the
      lessee under the ground lease through legal proceedings, or to take other
      action so long as the lender is proceeding diligently) to cure any default
      under the ground lease which is curable after the receipt of notice of any
      default, before the lessor may terminate the ground lease. All rights of
      the lender under the ground lease and the related Mortgage (insofar as it
      relates to the ground lease) may be exercised by or on behalf of the
      lender;

            (I) The ground lease does not impose any restrictions on subletting
      that would be viewed as commercially unreasonable by an institutional
      investor. The lessor is not permitted to disturb the possession, interest
      or quiet enjoyment of any subtenant of the lessee in the relevant portion
      of the Mortgaged Property subject to the ground lease for any reason, or
      in any manner, which would adversely affect the security provided by the
      related Mortgage;

            (J) Under the terms of the ground lease and the related Mortgage,
      any related insurance proceeds or condemnation award (other than in
      respect of a total or substantially total loss or taking) will be applied
      either to the repair or restoration of all or part of the related
      Mortgaged Property, with the lender or a trustee appointed by it having
      the right to hold and disburse such proceeds as repair or restoration
      progresses, or to the payment of the outstanding principal balance of the
      Mortgage Loan, together with any accrued interest, except that in the case
      of condemnation awards, the ground lessor may be entitled to a portion of
      such award;

            (K) Under the terms of the ground lease and the related Mortgage,
      any related insurance proceeds, or condemnation award in respect of a
      total or substantially total loss or taking of the related Mortgaged
      Property will be applied first to the payment of the outstanding principal
      balance of the Mortgage Loan, together with any accrued interest (except
      as provided by applicable law or in cases where a different allocation
      would not be viewed as commercially unreasonable by any institutional
      investor, taking into account the relative duration of the ground lease
      and the related Mortgage and the ratio of the market value of the related
      Mortgaged Property to the outstanding principal balance of such Mortgage
      Loan). Until the principal balance and accrued interest are paid in full,
      neither the lessee nor the lessor under the ground lease will have an
      option to terminate or modify the ground lease without the prior written
      consent of the lender as a result of any casualty or partial condemnation,
      except to provide for an abatement of the rent; and

            (L) Provided that the lender cures any defaults which are
      susceptible to being cured, the lessor has agreed to enter into a new
      lease upon termination of the ground lease for any reason, including
      rejection of the ground lease in a bankruptcy proceeding;

            (xxxii) With respect to any Mortgage Loan where all or a material
portion of the estate of the related Borrower therein is a leasehold estate, but
the related Mortgage also encumbers the related lessor's fee interest in such
Mortgaged Property: (A) such lien on the related fee interest is evidenced by
the related Mortgage, (B) such Mortgage does not by its terms provide that it
will be subordinated to the lien of any other mortgage or encumbrance upon such
fee interest, (C) upon the occurrence of a default under the terms of such
Mortgage by the related Borrower, any right of the related lessor to receive
notice of, and to cure, such default granted to such lessor under any agreement
binding upon the Seller would not be considered commercially unreasonable in any
material respect by prudent commercial mortgage lenders, (D) the related lessor
has agreed in a writing included in the related mortgage file that the related
ground lease may not be amended or modified without the prior written consent of
the lender and that any such action without such consent is not binding on the
lender, its successors or assigns, and (E) the related ground lease is in full
force and effect, and the Seller has no actual knowledge that any default beyond
applicable notice and grace periods has occurred or that there is any existing
condition which, but for the passage of time or giving of notice, would result
in a default under the terms of such ground lease;

            (xxxiii) With respect to Mortgage Loans that are
cross-collateralized or cross-defaulted, all other loans that are
cross-collateralized or cross-defaulted with such Mortgage Loans are being
transferred to the Depositor hereunder;

            (xxxiv) Neither Seller nor any affiliate thereof has any obligation
to make any capital contribution to any Borrower under a Mortgage Loan, other
than contributions made on or prior to the date hereof;

            (xxxv) The Mortgage Loan is directly secured by a Mortgage on a
commercial property or multifamily residential property;

            (xxxvi) There are no subordinate mortgages encumbering the related
Mortgaged Property, nor are there any preferred equity interests held by the
Seller or any mezzanine debt related to such Mortgaged Property, except as set
forth in the Prospectus Supplement, this Exhibit A or in the Exception Report to
this Agreement;

            (xxxvii) The Mortgage Loan Documents executed in connection with
each Mortgage Loan having an original principal balance in excess of $4,000,000
require that the related Borrower be a single-purpose entity (for this purpose,
"single-purpose entity" shall mean an entity, other than an individual, having
organizational documents which provide substantially to the effect that it is
formed or organized solely for the purpose of owning and operating one or more
Mortgaged Properties, is prohibited from engaging in any business unrelated to
such property and the related Mortgage Loan, does not have any assets other than
those related to its interest in the related Mortgaged Property or its
financing, or any indebtedness other than as permitted under the related
Mortgage Loan);

            (xxxviii) Each Mortgage Loan prohibits the related Borrower from
mortgaging or otherwise encumbering the Mortgaged Property without the prior
written consent of the lender or the satisfaction of debt service coverage or
similar criteria specified therein and, except in connection with trade debt and
equipment financings in the ordinary course of Borrower's business, from
carrying any additional indebtedness, except, in each case, liens contested in
accordance with the terms of the Mortgage Loans or, with respect to each
Mortgage Loan having an original principal balance of less than $4,000,000, any
unsecured debt;

            (xxxix) Each Borrower covenants in the Mortgage Loan Documents that
it shall remain in material compliance with all material licenses, permits and
other legal requirements necessary and required to conduct its business;

            (xl) Each Mortgaged Property (A) is located on or adjacent to a
dedicated road, or has access to an irrevocable easement permitting ingress and
egress, (B) is served by public utilities and services generally available in
the surrounding community or otherwise appropriate for the use in which the
Mortgaged Property is currently being utilized, and (C) constitutes one or more
separate tax parcels or is covered by an endorsement with respect to the matters
described in (A), (B) or (C) under the related title insurance policy (or the
binding commitment therefor);

            (xli) Based solely on a flood zone certification or a survey of the
related Mortgaged Property, if any portion of the improvements on the Mortgaged
Property is located in an area identified by the Federal Emergency Management
Agency or the Secretary of Housing and Urban Development as having special flood
hazards categorized as Zone "A" or Zone "V" and flood insurance is available,
the terms of the Mortgage Loan require the Borrower to maintain flood insurance,
or at such Borrower's failure to do so, authorizes the Lender to maintain such
insurance at the cost and expense of the Borrower;

            (xlii) To the knowledge of the Seller, with respect to each Mortgage
which is a deed of trust, a trustee, duly qualified under applicable law to
serve as such, currently so serves and is named in the deed of trust or has been
substituted in accordance with applicable law or may be substituted in
accordance with applicable law by the related lender, and except in connection
with a trustee's sale after a default by the related Borrower, no fees are
payable to such trustee;

            (xliii) [RESERVED.]

            (xliv) Except as disclosed in the Exception Report to this
Agreement, to the knowledge of the Seller as of the date hereof, there was no
pending action, suit or proceeding, arbitration or governmental investigation
against any Borrower or Mortgaged Property, an adverse outcome of which would
materially and adversely affect such Borrower's ability to perform under the
related Mortgage Loan;

            (xlv) No advance of funds has been made by the Seller to the related
Borrower (other than mezzanine debt and the acquisition of preferred equity
interests by the preferred equity interest holder, as disclosed in the
Prospectus Supplement), and no funds have, to the Seller's knowledge, been
received from any person other than, or on behalf of, the related Borrower, for,
or on account of, payments due on the Mortgage Loan;

            (xlvi) To the extent required under applicable law, as of the
Cut-off Date or as of the date that such entity held the Note, each holder of
the Note was authorized to transact and do business in the jurisdiction in which
each related Mortgaged Property is located, or the failure to be so authorized
did not materially and adversely affect the enforceability of such Mortgage
Loan;

            (xlvii) All collateral for the Mortgage Loans is being transferred
as part of the Mortgage Loans;

            (xlviii) Except as disclosed in the Exception Report to this
Agreement or the Prospectus Supplement with respect to the Crossed Loans and
Mortgage Loans secured by multiple Mortgaged Properties, no Mortgage Loan
requires the lender to release any portion of the Mortgaged Property from the
lien of the related Mortgage except upon (A) payment in full or defeasance of
the related Mortgage Loan, (B) the satisfaction of certain legal and
underwriting requirements that would be customary for prudent commercial
mortgage lenders, (C) releases of unimproved out-parcels or (D) releases of
portions of the Mortgaged Property which will not have a material adverse effect
on the use or value of the collateral for the related Mortgage Loan;

            (xlix) Except as provided in paragraphs (xxxi)(J) and (K) above, any
insurance proceeds in respect of a casualty loss or taking will be applied
either to (A) the repair or restoration of all or part of the related Mortgaged
Property, with, in the case of all casualty losses or takings in excess of a
specified amount or percentage that a prudent commercial lender would deem
satisfactory and acceptable, the lender (or a trustee appointed by it) having
the right to hold and disburse such proceeds as the repair or restoration
progresses (except in any case where a provision entitling another party to hold
and disburse such proceeds would not be viewed as commercially unreasonable by a
prudent commercial mortgage lender) or (B) to the payment of the outstanding
principal balance of such Mortgage Loan together with any accrued interest
thereon;

            (l) Each Form UCC-1 financing statement, if any, filed with respect
to personal property constituting a part of the related Mortgaged Property and
each Form UCC-2 or UCC-3 assignment, if any, of such financing statement to the
Seller was, and each Form UCC-3 assignment, if any, of such financing statement
in blank which the Trustee or its designee is authorized to complete (but for
the insertion of the name of the assignee and any related filing information
which is not yet available to the Seller) is, in suitable form for filing in the
filing office in which such financing statement was filed;

            (li) [RESERVED];

            (lii) Based upon an opinion of counsel and/or other due diligence
considered reasonable by prudent commercial mortgage lenders, the improvements
located on or forming part of each Mortgaged Property comply with applicable
zoning laws and ordinances, or constitute a legal non-conforming use or
structure or, if any such improvement does not so comply, such non-compliance
does not materially and adversely affect the value of the related Mortgaged
Property. With respect to any Mortgage Loan with a Stated Principal Balance as
of the Closing Date of over $10,000,000, if the related Mortgaged Property does
not so comply, to the extent the Seller is aware of such non-compliance, it has
required the related Borrower to obtain law and ordinance insurance coverage in
amounts customarily required by prudent commercial mortgage lenders;

            (liii) Each Mortgage Loan constitutes a "qualified mortgage" within
the meaning of Section 860G(a)(3) of the Code (but without regard to the rule in
Treasury Regulation Section 1.860G-2(f)(2) that treats a defective obligation as
a qualified mortgage or any substantially similar successor provision) and all
prepayment premium and Yield Maintenance Charges constitute "customary
prepayment penalties" within the meaning of Treasury Regulation Section
1.860G-1(b)(2);

            (liv) With respect to any Mortgage Loan that pursuant to the
Mortgage Loan Documents can be defeased, (A) the Mortgage Loan cannot be
defeased within two years after the Closing Date, (B) the Borrower can pledge
only "government securities" (within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, as amended) in an amount sufficient to make all
scheduled payments under the Mortgage Loan when due, (C) the Borrower is
required to provide independent certified public accountant's certification that
the collateral is sufficient to make such payments, (D) the loan may be required
to be assumed by a single-purpose entity designated by the holder of the
Mortgage Loan, (E) the Borrower is required to provide an opinion of counsel
that the Trustee has a perfected security interest in such collateral prior to
any other claim or interest, (F) the Borrower is required to pay all Rating
Agency fees associated with defeasance (if rating confirmation is a specific
condition precedent thereto) and all other reasonable expenses associated with
defeasance, including, but not limited to, accountant's fees and opinions of
counsel, (G) with respect to any Significant Trust Mortgage Loan (as defined in
the Pooling and Servicing Agreement), the Borrower is required to provide an
opinion of counsel that such defeasance will not cause any REMIC created under
the Pooling and Servicing Agreement to fail to qualify as a REMIC for federal or
applicable state tax purposes and (H) with respect to any Significant Trust
Mortgage Loan (as defined in the Pooling and Servicing Agreement), the Borrower
must obtain Rating Agency confirmation from each Rating Agency that the
defeasance would not result in such Rating Agency's withdrawal, downgrade or
qualification of the then current rating of any class of Certificate rated by
such Rating Agency;

            (lv) The Mortgage Loan Documents for each Mortgage Loan provide that
the related Borrower thereunder or an affiliate thereof shall be liable to the
Seller for any losses incurred by the Seller due to (A) the misapplication or
misappropriation of rents, insurance proceeds or condemnation awards, (B) any
willful act of material waste, (C) any breach of the environmental covenants
contained in the related Mortgage Loan Documents, and (D) fraud by the related
Borrower; provided that, with respect to clause (C) of this sentence, an
indemnification against losses related to such violations or environmental
insurance shall satisfy such requirement;

            (lvi) If such Mortgage Loan is an ARD Trust Mortgage Loan, it
commenced amortizing on its initial scheduled Due Date and provides that: (A)
its Mortgage Rate will increase by no more than two percentage points in
connection with the passage of its Anticipated Repayment Date and so long as the
Mortgage Loan is an asset of the Trust Fund; (B) its Anticipated Repayment Date
is not less than seven years following the origination of such Mortgage Loan;
(C) no later than the related Anticipated Repayment Date, if it has not
previously done so, the related Borrower is required to enter into a "lockbox
agreement" whereby all revenue from the related Mortgaged Property shall be
deposited directly into a designated account controlled by the Master Servicer;
and (D) any cash flow from the related Mortgaged Property that is applied to
amortize such Mortgage Loan following its Anticipated Repayment Date shall, to
the extent such net cash flow is in excess of the Monthly Payment payable
therefrom, be net of budgeted and discretionary (servicer approved) capital
expenditures;

            (lvii) Except as disclosed in the Prospectus Supplement, no Mortgage
Loan, and no group of Mortgage Loans made to the same Borrower and to Borrowers
that are affiliates, accounted for more than 5.0% of the aggregate of the Stated
Principal Balances of all of the Mortgage Loans; and

            (lviii) The Seller has delivered to the Trustee or a custodian
appointed thereby, with respect to each Mortgage Loan, in accordance with
Section 3 of this Agreement, a complete Mortgage File.




                                                                       EXHIBIT B

                             AFFIDAVIT OF LOST NOTE

STATE OF NEW YORK       )
                        ) ss.:
COUNTY OF NEW YORK      )



            ____________________________, being duly sworn, deposes and says:

            1. that he is an authorized signatory of Column Financial, Inc.
("Column");

            2. that _______________ is the owner and holder of a mortgage loan
in the original principal amount of $______________ secured by a mortgage (the
"Mortgage") on the premises known as ______________ ______________ located in
______________;

            3. that _______________, after having conducted a diligent
investigation of its records and files, has been unable to locate the following
original note and believes that said original note has been lost, misfiled,
misplaced or destroyed due to a clerical error:

            a note in the original sum of $______________ made by
            ______________, to _______________, under date of ______________
            (the "Note");

            4. that the Note is now owned and held by _______________;

            5. that the copy of the Note attached hereto is a true and correct
copy thereof;

            6. that the Note has not been paid off, satisfied, assigned,
transferred, encumbered, endorsed, pledged, hypothecated, or otherwise disposed
of and that the original Note has been either lost, misfiled, misplaced or
destroyed;

            7. that no other person, firm, corporation or other entity has any
right, title, interest or claim in the Note except _______________; and

            8. upon assignment of the Note by _______________ to Credit Suisse
First Boston Mortgage Securities Corp. (the "Depositor") and subsequent
assignment by Depositor to the trustee for the benefit of the holders of the
Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage
Pass-Through Certificates, Series 2008-C1 (the "Trustee") (which assignment may,
at the discretion of Depositor, be made directly by _______________ to the
Trustee), _______________ covenants and agrees (a) promptly to deliver to the
Trustee the original Note if it is subsequently found, and (b) to indemnify and
hold harmless the Trustee and its successors and assigns from and against any
and all costs, expenses and monetary losses arising as a result of
_______________'s failure to deliver said original Note to the Trustee.

                                    COLUMN FINANCIAL, INC.

                                    By: ______________________________________
                                    Name:
                                    Title:

Sworn to before me this _____
day of __________, 2008

EX-10.2

                                  EXHIBIT 10.2

                    KeyBank Mortgage Loan Purchase Agreement

                                  See attached



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



              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                   (Depositor)

                                       and

                          KEYBANK NATIONAL ASSOCIATION

                                    (Seller)


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


                        MORTGAGE LOAN PURCHASE AGREEMENT


                            Dated as of April 1, 2008


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



                                TABLE OF CONTENTS


Section 1.    Transactions on or Prior to the Closing Date..................
Section 2.    Closing Date Actions..........................................
Section 3.    Conveyance of Mortgage Loans..................................
Section 4.    Depositor's Conditions to Closing.............................
Section 5.    Seller's Conditions to Closing................................
Section 6.    Representations and Warranties of Seller......................
Section 7.    Obligations of Seller.........................................
Section 8.    Crossed Mortgage Loans........................................
Section 9.    Rating Agency Fees; Costs and Expenses Associated with a
               Defeasance...................................................
Section 10.   Representations and Warranties of Depositor...................
Section 11.   Survival of Certain Representations, Warranties and
               Covenants....................................................
Section 12.   Transaction Expenses..........................................
Section 13.   Recording Costs...............................................
Section 14.   Notices.......................................................
Section 15.   Notice of Exchange Act Reportable Events......................
Section 16.   Examination of Mortgage Files.................................
Section 17.   Successors....................................................
Section 18.   Governing Law.................................................
Section 19.   Severability..................................................
Section 20.   Further Assurances............................................
Section 21.   Counterparts..................................................
Section 22.   Treatment as Security Agreement...............................
Section 23.   Recordation of Agreement......................................

Schedule I        Schedule of Transaction Terms

Schedule II       Mortgage Loan Schedule for KeyBank Trust Mortgage Loans

Schedule III      Mortgage Loans Constituting Mortgage Groups

Schedule IV       Mortgage Loans with Lost Notes

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

Exhibit A         Representations and Warranties of Seller Regarding the
                  Mortgage Loans

Exhibit B         Form of Lost Note Affidavit



                        MORTGAGE LOAN PURCHASE AGREEMENT

            This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of April 1, 2008, is made by and between KEYBANK NATIONAL ASSOCIATION, a
national banking association ("Seller"), and CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP., a Delaware corporation ("Depositor").

                                    RECITALS

            I. Capitalized terms used herein without definition have the
meanings ascribed to them in the Schedule of Transaction Terms attached hereto
as Schedule I, which is incorporated herein by this reference, or, if not
defined therein or elsewhere in this Agreement, in the Pooling and Servicing
Agreement.

            II. On the Closing Date, and on the terms set forth herein, Seller
has agreed to sell to Depositor and Depositor has agreed to purchase from Seller
the mortgage loans identified on the schedule (the "Mortgage Loan Schedule")
annexed hereto as Schedule II (each such mortgage loan, a "Mortgage Loan" and,
collectively, the "Mortgage Loans"). Depositor intends to deposit the Mortgage
Loans and other assets into a trust fund (the "Trust Fund") created pursuant to
the Pooling and Servicing Agreement and to cause the issuance of the
Certificates.

                                    AGREEMENT

            NOW, THEREFORE, on the terms and conditions set forth below and for
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, Depositor and Seller agree as follows:

            Section 1. Transactions on or Prior to the Closing Date. On or prior
to the Closing Date, Seller shall have delivered the Mortgage Files with respect
to each Mortgage Loan to Wells Fargo Bank, N.A., as trustee (the "Trustee"),
pursuant to an arrangement between Seller and the Trustee; provided, however,
that item (p) in the definition of Mortgage File (defined below) shall be
delivered to the Master Servicer for inclusion in the Servicer File (defined
below) with a copy delivered to the Trustee for inclusion in the Mortgage File.

            Section 2. Closing Date Actions. The sale of the Mortgage Loans
shall take place on the Closing Date, subject to and simultaneously with the
deposit of the Mortgage Loans into the Trust Fund, the issuance of the
Certificates and the sale of (a) the Publicly Offered Certificates by Depositor
to the Underwriters pursuant to the Underwriting Agreement and (b) the Private
Certificates by Depositor to the Initial Purchasers pursuant to the Certificate
Purchase Agreement. The closing (the "Closing") shall take place at the offices
of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, New
York 10281, or such other location as agreed upon between the parties hereto. On
the Closing Date, the following actions shall take place in sequential order on
the terms set forth herein:

            (i) Seller shall sell to Depositor, and Depositor shall purchase
      from Seller, the Mortgage Loans pursuant to this Agreement for the
      Mortgage Loan Purchase Price (as defined herein). The Mortgage Loan
      Purchase Price shall be paid by Depositor to Seller by wire transfer in
      immediately available funds to an account designated by Seller on or prior
      to the Closing Date (or, by such other method as shall be mutually
      acceptable to Depositor and Seller). The "Mortgage Loan Purchase Price"
      paid by Depositor shall be equal to the amount that the Depositor and the
      Seller have mutually agreed upon as the Seller's share of the net
      securitization proceeds from the sale of the Publicly Offered Certificates
      and the Private Certificates as set forth in the Closing Statement (which
      amount includes, without limitation, accrued interest).

            (ii) Pursuant to the terms of the Pooling and Servicing Agreement,
      Depositor shall sell all of its right, title and interest in and to the
      Mortgage Loans to the Trustee for the benefit of the Holders of the
      Certificates.

            (iii) Depositor shall sell to the Underwriters, and the Underwriters
      shall purchase from Depositor, the Publicly Offered Certificates pursuant
      to the Underwriting Agreement, and Depositor shall sell to the Initial
      Purchasers, and the Initial Purchasers shall purchase from Depositor, the
      Private Certificates pursuant to the Certificate Purchase Agreement.

            (iv) The Underwriters will offer the Publicly Offered Certificates
      for sale to the public pursuant to the Prospectus and the Prospectus
      Supplement and the Initial Purchasers will privately place certain classes
      of the Private Certificates pursuant to the Offering Circular.

            Section 3. Conveyance of Mortgage Loans. On the Closing Date, Seller
shall sell, convey, assign and transfer, without recourse except as provided
herein, to Depositor, free and clear of any liens, claims or other encumbrances,
all of Seller's right, title and interest in, to and under: (i) each of the
Mortgage Loans identified on the Mortgage Loan Schedule; and (ii) all property
of Seller described in Section 22(b) of this Agreement, including, without
limitation, (A) all scheduled payments of interest and principal due on or with
respect to the Mortgage Loans after the Cut-off Date and (B) all other payments
of interest, principal or yield maintenance charges received on or with respect
to the Mortgage Loans after the Cut-off Date, other than any such payments of
interest or principal or yield maintenance charges that were due on or prior to
the Cut-off Date. The parties acknowledge that such assignment, conveyance and
transfer of the Mortgage Loans shall not be construed to limit any obligation of
Seller, any servicing rights of KeyCorp Real Estate Capital Markets, Inc. under
that certain Servicing Rights Purchase Agreement, dated as of April 1, 2008,
between Seller and KeyCorp Real Estate Capital Markets, Inc., or any related
servicing rights of any Primary Servicer contemplated by the Pooling and
Servicing Agreement. The Mortgage File for each Mortgage Loan shall consist of
the following documents:

            (a) each original Note (or with respect to those Mortgage Loans
listed in Schedule IV hereto, a "lost note affidavit" substantially in the form
of Exhibit B hereto and a true and complete copy of the Note), bearing, or
accompanied by, all prior and intervening endorsements, assignments or allonges
showing a complete chain of endorsement or assignment from the Mortgage Loan
Originator either in blank or to the Seller, and further endorsed (at the
direction of the Depositor given pursuant to this Agreement) by the Seller, on
its face or by allonge attached thereto, without recourse, either in blank or to
the order of the Trustee in the following form: "Pay to the order of Wells Fargo
Bank, N.A., as trustee for the registered Holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2008-C1, without recourse, representation or warranty, express or implied";

            (b) a duplicate original Mortgage or a counterpart thereof or, if
such Mortgage has been returned by the related recording office, (A) an
original, (B) a certified copy or (C) a copy thereof from the applicable
recording office, and originals or counterparts (or originals or copies of
certified copies from the applicable recording office) of any intervening
assignments thereof from the Mortgage Loan Originator to the Seller, in each
case in the form submitted for recording or, if recorded, with evidence of
recording indicated thereon;

            (c) an original assignment of Mortgage, in recordable form (except
for any missing recording information and, if applicable, completion of the name
of the assignee), from the Seller (or the Mortgage Loan Originator), either in
blank or to "Wells Fargo Bank, N.A., as trustee for the registered Holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2008-C1";

            (d) an original, counterpart or copy of any related Assignment of
Leases (if such item is a document separate from the Mortgage), and the
originals, counterparts or copies of any intervening assignments thereof from
the Mortgage Loan Originator of the Loan to the Seller, in each case in the form
submitted for recording or, if recorded, with evidence of recording thereon;

            (e) an original assignment of any related Assignment of Leases (if
such item is a document separate from the Mortgage and to the extent not already
assigned pursuant to clause (c) above), in recordable form (except for any
missing recording information and, if applicable, completion of the name of the
assignee), from the Seller (or the Mortgage Loan Originator), either in blank or
to "Wells Fargo Bank, N.A., as trustee for the registered Holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2008-C1";

            (f) an original or true and complete copy of any related Security
Agreement (if such item is a document separate from the Mortgage), and the
originals or copies of any intervening assignments thereof from the Mortgage
Loan Originator to the Seller;

            (g) an original assignment of any related Security Agreement (if
such item is a document separate from the Mortgage and to the extent not already
assigned pursuant to clause (c) above), from the Seller (or the Mortgage Loan
Originator), either in blank or to "Wells Fargo Bank, N.A., as trustee for the
registered Holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2008-C1," which assignment
may be included as part of an omnibus assignment covering other documents
relating to the Mortgage Loan (provided that such omnibus assignment is
effective under applicable law);

            (h) originals or copies of all (A) assumption agreements, (B)
modifications, (C) written assurance agreements and (D) substitution agreements,
together with any evidence, when appropriate, of recording thereon or in the
form submitted for recording, in those instances where the terms or provisions
of the Mortgage, Note or any related security document have been modified or the
Mortgage Loan has been assumed;

            (i) the original lender's title insurance policy or a copy thereof
(together with all endorsements or riders that were issued with or subsequent to
the issuance of such policy), or if the policy has not yet been issued, the
original or a copy of a binding written commitment (which may be a pro forma or
specimen title insurance policy which has been accepted or approved in writing
by the related title insurance company or escrow instructions binding on the
title insurer irrevocably obligating the title insurer to issue such title
insurance policy) or interim binder that is marked as binding and countersigned
by the title company, insuring the priority of the Mortgage as a first lien on
the related Mortgaged Property, relating to such Mortgage Loan;

            (j) the original or a counterpart of any guaranty of the obligations
of the Borrower under the Mortgage Loan;

            (k) certified or other copies of all UCC Financing Statements and
continuation statements which show the filing or recording thereof or copies
thereof in the form submitted for filing or recording sufficient to perfect (and
maintain the perfection of) the security interest held by the Mortgage Loan
Originator (and each assignee of record prior to the Trustee) in and to the
personalty of the Borrower at the Mortgaged Property that is described in the
related Mortgage or a separate security agreement, and original UCC Financing
Statement assignments in a form suitable for filing or recording, sufficient to
assign such UCC Financing Statements to the Trustee;

            (l) the original or copy of the power of attorney (with evidence of
recording thereon) granted by the Borrower if the Mortgage, Note or other
document or instrument referred to above was not signed by the Borrower;

            (m) with respect to any debt of a Borrower or mezzanine borrower
permitted under the related Mortgage Loan, an original or copy of a
subordination agreement, standstill agreement or other intercreditor, co-lender
or similar agreement relating to such other debt, if any (including, as
applicable, any Intercreditor Agreements, mezzanine loan documents or preferred
equity documents), together with, if such Mortgage Loan is an A Loan, a copy of
the related Note for each related B Loan;

            (n) with respect to any Cash Collateral Accounts and Lock-Box
Accounts, an original or copy of any related cash collateral control agreement
or lock-box control agreement, as applicable, and a copy of the UCC Financing
Statements, if any, submitted for filing with respect to the Seller's security
interest in the Cash Collateral Accounts and Lock-Box Accounts and all funds
contained therein (together with UCC Financing Statement assignments in a form
suitable for filing or recording, sufficient to transfer such UCC Financing
Statements to the Trustee on behalf of the Certificateholders);

            (o) an original or copy of any related Loan Agreement (if separate
from the related Mortgage);

            (p) the originals of letters of credit, if any, relating to the
Mortgage Loan, provided that in connection with deliveries of the Mortgage File
to the Trust, such originals shall be delivered to the Master Servicer and
copies thereof shall be delivered to the Trustee;

            (q) any related environmental insurance policies and any
environmental guaranty or indemnity agreements or copies thereof;

            (r) the original or a copy of any ground lease, ground lease
estoppels, and any amendments thereto;

            (s) copies of franchise agreements, franchisor comfort letters and
all notices received from the related franchisor, if any, for hospitality
properties;

            (t) the original or a copy of any property management agreement;

            (u) a checklist of the related Mortgage Loan Documents included in
the Mortgage File for the subject Mortgage Loan; and

            (v) if applicable (and not for purposes of the Seller's delivery
obligations), the original or a counterpart of any post-closing agreement
relating to any modification, waiver or amendment of any term of any Mortgage
Loan (including fees charged the Borrower) required to be added to the Mortgage
File pursuant to Section 3.20(j) of the Pooling and Servicing Agreement.

            Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan, the Seller cannot deliver, or cause to be delivered, an
original, counterpart or certified copy, as applicable, of any of the documents
and/or instruments required to be delivered pursuant to clauses (b), (d), (h),
(k) (other than assignments of UCC Financing Statements to be recorded or filed
in accordance with the transfer contemplated by this Agreement), (l) and (n)
(other than assignments of UCC Financing Statements to be recorded or filed in
accordance with the transfer contemplated by this Agreement) above with evidence
of recording or filing thereon on the Closing Date, solely because of a delay
caused by the public recording or filing office where such document or
instrument has been delivered for recordation or filing, then the Seller: (i)
shall deliver, or cause to be delivered, to the Trustee a duplicate original or
true copy of such document or instrument certified by the applicable public
recording or filing office, the applicable title insurance company or the Seller
to be a true and complete duplicate original or copy of the original thereof
submitted for recording or filing; and (ii) shall deliver, or cause to be
delivered, to the Trustee either the original of such non-delivered document or
instrument, or a photocopy thereof (certified by the appropriate public
recording or filing office to be a true and complete copy of the original
thereof submitted for recording or filing), with evidence of recording or filing
thereon (with a copy to the Master Servicer), within 120 days of the Closing
Date, which period may be extended up to two times, in each case for an
additional period of 45 days (provided that the Seller, as certified in writing
to the Trustee prior to each such 45-day extension, is in good faith attempting
to obtain from the appropriate county recorder's office such original or
photocopy). Compliance with this paragraph will satisfy the Seller's delivery
requirements under this Section 3 with respect to the subject document(s) and
instrument(s).

            Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan, the Seller cannot deliver, or cause to be delivered, an
original, counterpart or certified copy, as applicable, of any of the documents
and/or instruments required to be delivered pursuant to clauses (b), (d), (h),
(k) (other than assignments of UCC Financing Statements to be recorded or filed
in accordance with the transfer contemplated by this Agreement), (l) and (n)
(other than assignments of UCC Financing Statements to be recorded or filed in
accordance with the transfer contemplated by this Agreement) above with evidence
of recording or filing thereon, for any other reason, including without
limitation, that such non-delivered document or instrument has been lost, the
delivery requirements of this Agreement shall be deemed to have been satisfied
and such non-delivered document or instrument shall be deemed to have been
included in the related Mortgage File if a photocopy of such non-delivered
document or instrument (with evidence of recording or filing thereon and
certified by the appropriate recording or filing office to be a true and
complete copy of the original thereof as filed or recorded) is delivered to the
Trustee (with a copy to the Master Servicer) on or before the Closing Date.

            Notwithstanding the foregoing, in the event that the Seller cannot
deliver any UCC Financing Statement assignment with the filing or recording
information of the related UCC Financing Statement with respect to any Mortgage
Loan, solely because such UCC Financing Statement has not been returned by the
public filing or recording office where such UCC Financing Statement has been
delivered for filing or recording, the Seller shall so notify the Trustee and
shall not be in breach of its obligations with respect to such delivery,
provided that the Seller promptly forwards such UCC Financing Statement to the
Trustee (with a copy to the Master Servicer) upon its return, together with the
related original UCC Financing Statement assignment in a form appropriate for
filing or recording.

            The Seller may, at its sole cost and expense, but is not obligated
to, engage a third party contractor to prepare or complete in proper form for
filing or recording any and all assignments of Mortgage, assignments of
Assignments of Leases and assignments of UCC Financing Statements to the Trustee
to be delivered pursuant to clauses (c), (e), (k) and (n) above (collectively,
the "Assignments"), to submit the Assignments for filing and recording, as the
case may be, in the applicable public filing and recording offices and to
deliver those Assignments to the Trustee (with a copy to the Master Servicer) or
its designee as those Assignments (or certified copies thereof) are received
from the applicable filing and recording offices with evidence of such filing or
recording indicated thereon. In the event the Seller engages a third party
contractor as contemplated in the immediately preceding sentence, the rights,
duties and obligations of the Seller pursuant to this Agreement remain binding
on the Seller; and, if the Seller does not engage a third party as contemplated
by the immediately preceding sentence, then the Seller will still be liable for
recording and filing fees and expenses of the Assignments as and to the extent
contemplated by Section 13 hereof.

            Within ten (10) Business Days after the Closing Date, the Seller
shall deliver the Servicer Files with respect to each of the Mortgage Loans to
the Master Servicer (or, if applicable, to a Sub-Servicer at the direction of
the Master Servicer, with a copy to the Master Servicer) under the Pooling and
Servicing Agreement on behalf of the Trustee in trust for the benefit of the
Certificateholders. Each such Servicer File shall contain all documents and
records in the Seller's possession relating to such applicable Mortgage Loans
(including reserve and escrow agreements, cash collateral control agreements,
lock-box control agreements, rent rolls, leases, environmental and engineering
reports, third-party underwriting reports, appraisals, surveys, legal opinions,
estoppels, financial statements, operating statements and any other information
provided by the respective Borrower from time to time, but excluding any draft
documents, attorney/client communications, which are privileged or constitute
legal or other due diligence analyses, and documents prepared by the Seller or
any of its Affiliates solely for internal communication, credit underwriting or
due diligence analyses (other than the underwriting information contained in the
related underwriting memorandum or asset summary report prepared by the Seller
in connection with the preparation of Exhibit A-1 to the Prospectus Supplement))
that are not required to be a part of a Mortgage File in accordance with the
definition thereof, together with copies of all instruments and documents which
are required to be a part of the related Mortgage File in accordance with the
definition thereof.

            In addition, with respect to each Mortgage Loan as to which any
Additional Collateral is in the form of a letter of credit as of the Closing
Date, the Seller (within 30 days after the Closing Date) shall cause to be
prepared, executed and delivered to the issuer of each such letter of credit
such notices, assignments and acknowledgements as are required under such letter
of credit to assign, without recourse, to, and vest in, the Trustee (in care of
the Master Servicer) (whether by actual assignment or by amendment of the letter
of credit) the Seller's rights as the beneficiary thereof and drawing party
thereunder. The designated beneficiary under each letter of credit referred to
in the preceding sentence shall be the Trustee (in care of the Master Servicer).

            To the extent the Seller receives a notice on or after the Closing
Date with respect to a Mortgage Loan secured by a hospitality property for which
a franchisor comfort letter exists, the Seller shall promptly forward such
notice to the Trustee and advise the related franchisor of the Trustee's address
to which the franchisor shall deliver all future notices.

            For purposes of this Section 3, and notwithstanding any contrary
provision hereof or of the definition of "Mortgage File," if there exists with
respect to any group of Crossed Mortgage Loans only one original or certified
copy of any document or instrument described in the definition of "Mortgage
File" which pertains to all of the Crossed Mortgage Loans in such group of
Crossed Mortgage Loans, the inclusion of the original or certified copy of such
document or instrument in the Mortgage File for any of such Crossed Mortgage
Loans and the inclusion of a copy of such original or certified copy in each of
the Mortgage Files for the other Crossed Mortgage Loans in such group of Crossed
Mortgage Loans, shall be deemed the inclusion of such original or certified
copy, as the case may be, in the Mortgage File for each such Crossed Mortgage
Loan.

            The Seller shall, promptly after the Closing Date, but in all events
within three (3) Business Days after the Closing Date, cause all funds on
deposit in escrow accounts maintained with respect to the Mortgage Loans in the
name of the Seller or any other name, to be transferred to or at the direction
of the Master Servicer (or, if applicable, a Sub-Servicer at the direction of
the Master Servicer) for deposit into Servicing Accounts.

            The Trustee, as assignee or transferee of Depositor, shall be
entitled to all scheduled principal payments due after the Cut-off Date, all
other payments of principal due and collected after the Cut-off Date, and all
payments of interest on the Mortgage Loans due after the Cut-off Date, minus
that portion of any such payment which is allocable to the period on or prior to
the Cut-off Date. All scheduled payments of principal due on or before the
Cut-off Date and collected after the Cut-off Date, together with the
accompanying interest payments, shall belong to Seller.

            Upon the sale of the Mortgage Loans from Seller to Depositor
pursuant hereto, the ownership of each Note, the related Mortgage and the
contents of the related Mortgage File shall be vested in Depositor and the
ownership of all records and documents with respect to the related Mortgage Loan
prepared by or which come into the possession of Seller as seller of the
Mortgage Loans hereunder, exclusive in each case of records and documents that
are not required to be delivered hereunder by Seller, shall immediately vest in
Depositor. All Monthly Payments, Principal Prepayments and other amounts
received by Seller and not otherwise belonging to Seller pursuant to this
Agreement shall be sent by Seller within three (3) Business Days after Seller's
receipt thereof to the Master Servicer via wire transfer for deposit by the
Master Servicer into the Collection Account.

            Upon sale of Certificates representing at least 10% of the fair
value of all the Certificates to unaffiliated third parties, Seller shall, under
generally accepted accounting principles ("GAAP"), report its transfer of the
Mortgage Loans to the Depositor, as provided herein, as a sale of the Mortgage
Loans to the Depositor in exchange for the consideration specified in Section 2
hereof. In connection with the foregoing, upon sale of Certificates representing
at least 10% of the fair value of all the Certificates to unaffiliated third
parties, Seller shall cause all of its financial and accounting records to
reflect such transfer as a sale (as opposed to a secured loan). With respect to
its treatment of the transfer of the Mortgage Loans to the Depositor under GAAP,
Seller shall at all times following the Closing Date cause all of its records
and financial statements and any relevant consolidated financial statements of
any direct or indirect parent to clearly reflect that the Mortgage Loans have
been transferred to the Depositor and are no longer available to satisfy claims
of Seller's creditors.

            After Seller's transfer of the Mortgage Loans to Depositor, as
provided herein, Seller shall not take any action inconsistent with Depositor's
ownership (or the ownership by any of the Depositor's assignees) of the Mortgage
Loans. Except for actions that are the express responsibility of another party
hereunder or under the Pooling and Servicing Agreement, and further except for
actions that Seller is expressly permitted to complete subsequent to the Closing
Date, Seller shall, on or before the Closing Date, take all actions required
under applicable law to effectuate the transfer of the Mortgage Loans by Seller
to Depositor.

            Section 4. Depositor's Conditions to Closing. The obligations of
Depositor to purchase the Mortgage Loans and pay the Mortgage Loan Purchase
Price at the Closing Date under the terms of this Agreement are subject to the
satisfaction of each of the following conditions at or before the Closing:

            (a) Each of the obligations of the Seller required to be performed
by it on or prior to the Closing Date pursuant to the terms of this Agreement
shall have been duly performed and complied with in all material respects; all
of the representations and warranties of Seller under this Agreement (subject to
the exceptions set forth in the Exception Report) shall be true and correct in
all material respects as of the Closing Date; no event shall have occurred with
respect to the Seller or any of the Mortgage Loans and related Mortgage Files
which, with notice or the passage of time, would constitute a material default
under this Agreement; and Depositor shall have received certificates to the
foregoing effect signed by authorized officers of Seller.

            (b) Depositor, or if directed by Depositor, the Trustee or the
Depositor's attorneys or other designee, shall have received in escrow, all of
the following closing documents, in such forms as are agreed upon and reasonably
acceptable to the Depositor and the Seller, duly executed by all signatories
other than Depositor, as required pursuant to the respective terms thereof:

            (i) the Mortgage Files, subject to the proviso to the first sentence
      of Section 1 of this Agreement, which shall have been delivered to and
      held by the Trustee on behalf of Seller;

            (ii) the Mortgage Loan Schedule;

            (iii) the certificate of the Seller confirming its representations
      and warranties set forth in Section 6 (subject to the exceptions set forth
      in the Exception Report) as of the Closing Date;

            (iv) an opinion or opinions of Seller's counsel, dated the Closing
      Date, covering various corporate matters and such other matters as shall
      be reasonably required by the Depositor;

            (v) such other certificates of Seller's officers or others and such
      other documents to evidence fulfillment of the conditions set forth in
      this Agreement as Depositor or its counsel may reasonably request; and

            (vi) all other information, documents, certificates, or letters with
      respect to the Mortgage Loans or Seller and its Affiliates as are
      reasonably requested by the Depositor in order for the Depositor to
      perform any of it obligations or satisfy any of the conditions on its part
      to be performed or satisfied pursuant to any sale of Mortgage Loans by the
      Depositor as contemplated herein.

            (c) The Seller shall have performed or complied with all other terms
      and conditions of this Agreement which it is required to perform or comply
      with at or before the Closing and shall have the ability to perform or
      comply with all duties, obligations, provisions and terms which it is
      required to perform or comply with after the Closing.

            (d) If requested, the Seller shall have delivered to the Trustee, on
      or before the Closing Date, five limited powers of attorney in favor of
      the Trustee and the Special Servicer empowering the Trustee and, in the
      event of the failure or incapacity of the Trustee, the Special Servicer,
      to record, at the expense of the Seller, any Mortgage Loan Documents
      required to be recorded and any intervening assignments with evidence of
      recording thereon that are required to be included in the Mortgage Files.
      If requested by the Trustee or the Special Servicer after the Closing
      Date, the Seller shall deliver to the Trustee or the Special Servicer, as
      applicable, the powers of attorney described in the prior sentence in form
      and substance reasonably acceptable to the requesting party.

            (e) The Seller shall have paid or caused to be paid upfront all the
      annual fees of each Rating Agency allocable to the Mortgage Loans.

            Section 5. Seller's Conditions to Closing. The obligations of Seller
under this Agreement shall be subject to the satisfaction, on the Closing Date,
of the following conditions:

            (a) Each of the obligations of Depositor required to be performed by
it on or prior to the Closing Date pursuant to the terms of this Agreement
(including, without limitation, payment of the Mortgage Loan Purchase Price)
shall have been duly performed and complied with in all material respects; and
all of the representations and warranties of Depositor under this Agreement
shall be true and correct in all material respects as of the Closing Date; and
no event shall have occurred with respect to Depositor which, with notice or the
passage of time, would constitute a material default under this Agreement, and
Seller shall have received certificates to that effect signed by authorized
officers of Depositor.

            (b) Seller shall have received all of the following closing
documents, in such forms as are agreed upon and reasonably acceptable to Seller
and Depositor, duly executed by all signatories other than Seller, as required
pursuant to the respective terms thereof:

                  (A) an officer's certificate of Depositor, dated as of the
            Closing Date, with the resolutions of Depositor authorizing the
            transactions set forth therein, together with copies of the charter,
            by-laws and certificate of good standing dated as of a recent date
            of Depositor; and

                  (B) such other certificates of its officers or others, such
            opinions of Depositor's counsel and such other documents required to
            evidence fulfillment of the conditions set forth in this Agreement
            as Seller or its counsel may reasonably request.

            (c) The Depositor shall have performed or complied with all other
terms and conditions of this Agreement which it is required to perform or comply
with at or before the Closing and shall have the ability to perform or comply
with all duties, obligations, provisions and terms which it is required to
perform or comply with after Closing.

            Section 6. Representations and Warranties of Seller. (a) Seller
represents and warrants to Depositor as of the date hereof, as follows:

            (i) Seller is duly organized and is validly existing as a national
      banking association in good standing under the laws of the United States
      of America. Seller has conducted and is conducting its business so as to
      comply in all material respects with all applicable statutes and
      regulations of regulatory bodies or agencies having jurisdiction over it,
      except where the failure so to comply would not have a materially adverse
      effect on the performance by Seller of this Agreement, and there is no
      charge, investigation, action, suit or proceeding before or by any court,
      regulatory authority or governmental agency or body pending or, to the
      knowledge of Seller, threatened, which is reasonably likely to materially
      and adversely affect the performance by Seller of this Agreement or the
      consummation of transactions contemplated by this Agreement.

            (ii) Seller has the full power, authority and legal right to hold,
      transfer and convey the Mortgage Loans owned by it and to execute and
      deliver this Agreement (and all agreements and documents executed and
      delivered by Seller in connection herewith) and to perform all
      transactions of Seller contemplated by this Agreement (and all agreements
      and documents executed and delivered by Seller in connection herewith).
      Seller has duly authorized the execution, delivery and performance of this
      Agreement (and all agreements and documents executed and delivered by
      Seller in connection herewith), and has duly executed and delivered this
      Agreement (and all agreements and documents executed and delivered by
      Seller in connection herewith). This Agreement (and each agreement and
      document executed and delivered by Seller in connection herewith),
      assuming due authorization, execution and delivery thereof by each other
      party thereto, constitutes the legal, valid and binding obligation of
      Seller enforceable in accordance with its terms, except as such
      enforcement may be limited by bankruptcy, fraudulent transfer, insolvency,
      reorganization, receivership, moratorium or other laws relating to or
      affecting the rights of creditors generally, by general principles of
      equity (regardless of whether such enforcement is considered in a
      proceeding in equity or at law) and by considerations of public policy.

            (iii) Neither the execution, delivery and performance of this
      Agreement, nor the fulfillment of or compliance with the terms and
      conditions of this Agreement by Seller, will (A) conflict with or result
      in a breach of any of the terms, conditions or provisions of Seller's
      organizational documents; (B) conflict with, result in a breach of, or
      constitute a default or result in an acceleration under, any agreement or
      instrument to which Seller is now a party or by which it (or any of its
      properties) is bound if compliance therewith is necessary (1) to ensure
      the enforceability of this Agreement or (2) for Seller to perform its
      duties and obligations under this Agreement (or any agreement or document
      executed and delivered by Seller in connection herewith); (C) conflict
      with or result in a breach of any legal restriction if compliance
      therewith is necessary (1) to ensure the enforceability of this Agreement
      or (2) for Seller to perform its duties and obligations under this
      Agreement (or any agreement or document executed and delivered by Seller
      in connection herewith); (D) result in the violation of any law, rule,
      regulation, order, judgment or decree to which Seller or its property is
      subject if compliance therewith is necessary (1) to ensure the
      enforceability of this Agreement or (2) for Seller to perform its duties
      and obligations under this Agreement (or any agreement or document
      executed and delivered by Seller in connection herewith); or (E) result in
      the creation or imposition of any lien, charge or encumbrance that would
      have a material adverse effect upon Seller's ability to perform its duties
      and obligations under this Agreement (or any agreement or document
      executed and delivered by Seller in connection herewith), or materially
      impair the ability of the Depositor to realize on the Mortgage Loans owned
      by Seller.

            (iv) Seller is solvent and the sale of the Mortgage Loans (1) will
      not cause Seller to become insolvent and (2) is not intended by Seller to
      hinder, delay or defraud any of its present or future creditors. After
      giving effect to its transfer of the Mortgage Loans, as provided herein,
      the value of Seller's assets, either taken at their present fair saleable
      value or at fair valuation, will exceed the amount of Seller's debts and
      obligations, including contingent and unliquidated debts and obligations
      of Seller, and Seller will not be left with unreasonably small assets or
      capital with which to engage in and conduct its business. Seller does not
      intend to, and does not believe that it will, incur debts or obligations
      beyond its ability to pay such debts and obligations as they mature. No
      proceedings looking toward liquidation, dissolution or bankruptcy of the
      Seller are pending or contemplated.

            (v) No consent, approval, authorization or order of, or registration
      or filing with, or notice to, any court or governmental agency or body
      having jurisdiction or regulatory authority over Seller is required for
      (A) Seller's execution, delivery and performance of this Agreement (or any
      agreement or document executed and delivered by Seller in connection
      herewith), (B) Seller's transfer and assignment of the Mortgage Loans, or
      (C) the consummation by Seller of the transactions contemplated by this
      Agreement (or any agreement or document executed and delivered by Seller
      in connection herewith) or, to the extent so required, such consent,
      approval, authorization, order, registration, filing or notice has been
      obtained, made or given (as applicable), except for the filing or
      recording of assignments and other Mortgage Loan Documents contemplated by
      the terms of this Agreement and except that Seller may not be duly
      qualified to transact business as a foreign corporation or licensed in one
      or more states if such qualification or licensing is not necessary to
      ensure the enforceability of this Agreement (or any agreement or document
      executed and delivered by Seller in connection herewith).

            (vi) In connection with its sale of the Mortgage Loans, Seller is
      receiving new value. The consideration received by Seller upon the sale of
      the Mortgage Loans owned by it constitutes at least fair consideration and
      reasonably equivalent value for the Mortgage Loans.

            (vii) Seller does not believe, nor does it have any reason or cause
      to believe, that it cannot perform each and every covenant of Seller
      contained in this Agreement (or any agreement or document executed and
      delivered by Seller in connection herewith).

            (viii) There are no actions, suits or proceedings pending or, to
      Seller's knowledge, threatened in writing against Seller which are
      reasonably likely to draw into question the validity of this Agreement (or
      any agreement or document executed and delivered by Seller in connection
      herewith) or which, either in any one instance or in the aggregate, are
      reasonably likely to materially impair the ability of Seller to perform
      its duties and obligations under this Agreement (or any agreement or
      document executed and delivered by Seller in connection herewith).

            (ix) Seller's performance of its duties and obligations under this
      Agreement (and each agreement or document executed and delivered by Seller
      in connection herewith) is in the ordinary course of business of Seller
      and Seller's transfer, assignment and conveyance of the Mortgage Loans
      pursuant to this Agreement are not subject to the bulk transfer or similar
      statutory provisions in effect in any applicable jurisdiction. The
      Mortgage Loans do not constitute all or substantially all of Seller's
      assets.

            (x) Seller has not dealt with any Person that may be entitled, by
      reason of any act or omission of Seller, to any commission or compensation
      in connection with the sale of the Mortgage Loans to the Depositor
      hereunder except for (A) the reimbursement of expenses as described herein
      or otherwise in connection with the transactions described in Section 2
      hereof and (B) the commissions or compensation owed to the Underwriters or
      the Initial Purchasers.

            (xi) Seller is not in default or breach of any agreement or
      instrument to which Seller is now a party or by which it (or any of its
      properties) is bound which breach or default would materially and
      adversely affect the ability of Seller to perform its obligations under
      this Agreement.

            (xii) The representations and warranties contained in Exhibit A
      hereto, subject to the exceptions set forth in the Exception Report, are
      true and correct in all material respects as of the date hereof (or, in
      each case, as of such other date specifically set forth in the subject
      representation and warranty) with respect to the Mortgage Loans identified
      on Schedule II.

            (xiii) The information set forth in any Disclosure Information (as
      defined in the KeyBank Indemnification Agreement), as last forwarded to
      each prospective investor at or prior to the date on which a contract for
      sale was entered into with such prospective investor, (i) does not contain
      any untrue statement of a material fact or omit to state any material fact
      necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading and (ii) complies with the
      requirements of and contains all of the applicable information required by
      Regulation AB (as defined in the KeyBank Indemnification Agreement); but
      only to the extent that (i) such information regards the Mortgage Loans
      and is contained in the Loan Detail (as defined in the KeyBank
      Indemnification Agreement) or, to the extent consistent therewith, the
      Diskette (as defined in the KeyBank Indemnification Agreement) or (ii)
      such information regarding the Seller or the Mortgage Loans was contained
      in the Confidential Offering Circular or the Prospectus Supplement under
      the headings "Summary of Prospectus Supplement--Relevant
      Parties/Entities--Sponsors and Mortgage Loan Sellers," "Summary of
      Prospectus Supplement--The Underlying Mortgage Loans--Source of the
      Underlying Mortgage Loans," "Risk Factors," "Description of the Sponsors
      and Mortgage Loan Sellers" and "Description of the Underlying Mortgage
      Loans--Significant Mortgage Loans" and such information does not represent
      an incorrect restatement or an incorrect aggregation of correct
      information regarding the Mortgage Loans contained in the Loan Detail.

            (b) The Seller hereby agrees that it shall be deemed to make, as of
the date of substitution, to and for the benefit of the Trustee as the holder of
the Mortgage Loan to be replaced, with respect to any replacement mortgage loan
(a "Replacement Mortgage Loan") that is substituted for a Mortgage Loan affected
by a Material Document Defect or a Material Breach, pursuant to Section 7 of
this Agreement, each of the representations and warranties set forth in Exhibit
A hereto (subject to exceptions disclosed at such time) (references therein to
"Closing Date" being deemed to be references to the "date of substitution" and
references therein to "Cut-off Date" being deemed to be references to the "most
recent due date for the subject Replacement Mortgage Loan on or before the date
of substitution"). From and after the date of substitution, each Replacement
Mortgage Loan, if any, shall be deemed to constitute a "Mortgage Loan" hereunder
for all purposes.

            Section 7. Obligations of Seller. Each of the representations and
warranties contained in or required to be made by Seller pursuant to Section 6
of this Agreement shall survive the sale of the Mortgage Loans and shall
continue in full force and effect, notwithstanding any restrictive or qualified
endorsement on the Notes and notwithstanding subsequent termination of this
Agreement or the Pooling and Servicing Agreement. The representations and
warranties contained in or required to be made by Seller pursuant to Section 6
of this Agreement shall not be impaired by any review or examination of the
Mortgage Files or other documents evidencing or relating to the Mortgage Loans
or any failure on the part of Depositor to review or examine such documents and
shall inure to the benefit of the initial transferee of the Mortgage Loans from
Depositor including, without limitation, the Trustee for the benefit of the
Holders of the Certificates, notwithstanding (1) any restrictive or qualified
endorsement on any Note, assignment of Mortgage or reassignment of Assignment of
Leases or (2) any termination of this Agreement prior to the Closing, but shall
not inure to the benefit of any subsequent transferee thereafter.

            If the Seller receives notice of a breach of any of the
representations or warranties contained in Exhibit A hereto and made by the
Seller with respect to any Mortgage Loan listed on Schedule II hereto, as of the
date hereof in Section 6(a)(xii) or as of the Closing Date pursuant to Section
4(b)(iii) (in either case, subject to the exceptions to such representations and
warranties set forth in the Exception Report), or with respect to any
Replacement Mortgage Loan, as of the date of substitution pursuant to Section
6(b) (in any such case, a "Breach"), or receives notice that (A) any document
required to be included in the Mortgage File related to any Mortgage Loan is not
in the Trustee's possession within the time period required herein or (B) such
document has not been properly executed or is otherwise defective on its face
(the circumstances in the foregoing clauses (A) and (B), in each case, a
"Defect" (including the "Defects" described below) in the related Mortgage
File), and if such Breach or Defect, as the case may be, materially and
adversely affects the value of the related Mortgage Loan or the interests of the
Certificateholders therein (any Breach or Defect that materially and adversely
affects the value of the related Mortgage Loan or the interests of the
Certificateholders therein, a "Material Breach" or a "Material Document Defect,"
respectively), then the Seller shall, upon request of the Depositor, the
Trustee, the Master Servicer or the Special Servicer, not later than 90 days
from the receipt by the Seller of such request (subject to the second succeeding
paragraph, the "Initial Resolution Period"): (i) cure such Material Breach or
Material Document Defect, as the case may be, in all material respects; (ii)
repurchase the affected Mortgage Loan at the applicable Purchase Price (as
defined in the Pooling and Servicing Agreement); or (iii) substitute, in
accordance with the Pooling and Servicing Agreement, one or more Qualified
Substitute Trust Mortgage Loans (as defined in the Pooling and Servicing
Agreement) for such affected Mortgage Loan (provided that in no event shall any
substitution occur later than the second anniversary of the Closing Date) and
pay the Master Servicer for deposit into the Collection Account any Substitution
Shortfall Amount (as defined in the Pooling and Servicing Agreement) in
connection therewith; provided, however, that if (i) such Material Breach or
Material Document Defect is capable of being cured but not within the Initial
Resolution Period, (ii) such Material Breach or Material Document Defect does
not cause the related Mortgage Loan not to be a "qualified mortgage" (within the
meaning of Section 860G(a)(3) of the Code), (iii) the Seller has commenced and
is diligently proceeding with the cure of such Material Breach or Material
Document Defect within the Initial Resolution Period and (iv) the Seller has
delivered to the Rating Agencies, the Master Servicer, the Special Servicer and
the Trustee an Officer's Certificate that describes the reasons that the cure
was not effected within the Initial Resolution Period and the actions that it
proposes to take to effect the cure and that states that it anticipates the cure
will be effected within the additional 90-day period, then the Seller shall have
an additional 90 days to cure such Material Document Defect or Material Breach.
If there exists a Breach of any representation or warranty that the related
Mortgage Loan Documents or any particular Mortgage Loan Document requires the
related Borrower to bear the costs and expenses associated with any particular
action or matter under such Mortgage Loan Document(s), then the Seller shall
cure such Breach within the Initial Resolution Period by reimbursing the Trust
Fund (by wire transfer of immediately available funds to the Collection Account)
the reasonable amount of any such costs and expenses incurred by the Master
Servicer, the Special Servicer, the Trustee or the Trust Fund that are the basis
of such Breach and have not been reimbursed by the related Borrower; provided,
however, that in the event that any such costs and expenses exceed $10,000, the
Seller shall have the option to either repurchase the related Mortgage Loan at
the applicable Purchase Price, replace such Mortgage Loan and pay any applicable
Substitution Shortfall Amount or pay such costs and expenses. Except as provided
in the proviso to the immediately preceding sentence, Seller shall remit the
amount of such costs and expenses and upon its making such remittance, Seller
shall be deemed to have cured such Breach in all respects. Provided such payment
is made, the second preceding sentence describes the sole remedy available to
the Certificateholders and the Trustee on their behalf regarding any such
Breach, and Seller shall not be obligated to repurchase, substitute or otherwise
cure such Breach under any circumstances. With respect to any repurchase of a
Mortgage Loan hereunder or with respect to any substitution of one or more
Qualified Substitute Trust Mortgage Loans for a Mortgage Loan hereunder, (A) no
such substitution may be made in any calendar month after the Determination Date
for such month; (B) scheduled payments of principal and interest due with
respect to the Qualified Substitute Trust Mortgage Loan(s) after the Due Date in
the month of substitution, and scheduled payments of principal and interest due
with respect to each Mortgage Loan being repurchased or replaced after the
related Cut-off Date and received by the Master Servicer or the Special Servicer
on behalf of the Trust on or prior to the related date of repurchase or
substitution shall be part of the Trust Fund; and (C) scheduled payments of
principal and interest due with respect to each such Qualified Substitute Trust
Mortgage Loan on or prior to the Due Date in the month of substitution, and
scheduled payments of principal and interest due with respect to each Mortgage
Loan being repurchased or replaced and received by the Master Servicer or the
Special Servicer on behalf of the Trust after the related date of repurchase or
substitution shall not be part of the Trust Fund, and the Seller (or, if
applicable, any person effecting the related repurchase or substitution in the
place of the Seller) shall be entitled to receive such payments promptly
following receipt by the Master Servicer or Special Servicer, as applicable,
under the Pooling and Servicing Agreement.

            Any of the following will cause a document in the Mortgage File to
be deemed to have a "Defect" and to be conclusively presumed to materially and
adversely affect the interests of Certificateholders in and the value of a
Mortgage Loan: (a) the absence from the Mortgage File of the original signed
Note, unless the Mortgage File contains a signed lost note affidavit and
indemnity; (b) the absence from the Mortgage File of the original signed
Mortgage, unless there is included in the Mortgage File a certified copy of the
Mortgage as recorded or as sent for recordation, together with a certificate
stating that the original signed Mortgage was sent for recordation, or a copy of
the Mortgage and the related recording information; (c) the absence from the
Mortgage File of the item called for by clause (i) of the definition of Mortgage
File in Section 3; (d) the absence from the Mortgage File of any intervening
assignments required to create an effective assignment to the Trustee on behalf
of the Trust, unless there is included in the Mortgage File a certified copy of
the intervening assignment and a certificate stating that the original
intervening assignments were sent for recordation; (e) the absence from the
Mortgage File of any required original letter of credit (unless such original
has been delivered to the Master Servicer and copy thereof is part of the
Mortgage File), provided that such Defect may be cured by any substitute letter
of credit or cash reserve on behalf of the related Borrower; or (f) the absence
from the Mortgage File of the original or a copy of any required ground lease.
Notwithstanding anything herein to the contrary, the failure to include a
document checklist in a Mortgage File shall in no event constitute a Material
Document Defect.

            Any Defect or Breach which causes any Mortgage Loan not to be a
"qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code)
shall be deemed to materially and adversely affect the interest of
Certificateholders therein and the Initial Resolution Period for the affected
Mortgage Loan shall be 90 days following the earlier of (a) Seller's receipt of
notice to Seller of the discovery of such Defect or Breach by any party to the
Pooling and Servicing Agreement and (b) Seller's discovery of such Defect or
Breach (which period shall not be subject to extension).

            If the Seller does not, as required by this Section 7, correct or
cure a Material Breach or a Material Document Defect in all material respects
within the applicable Initial Resolution Period (as extended pursuant to this
Section 7), or if such Material Breach or Material Document Defect is not
capable of being so corrected or cured within such period, then the Seller shall
repurchase or substitute for the affected Mortgage Loan as provided in this
Section 7. If (i) any Mortgage Loan is required to be repurchased or substituted
for as provided above, (ii) such Mortgage Loan is a Crossed Mortgage Loan that
is a part of a Mortgage Group (as defined below) and (iii) the applicable Breach
or Defect does not constitute a Breach or Defect, as the case may be, as to any
other Crossed Mortgage Loan in such Mortgage Group (without regard to this
paragraph), then the applicable Breach or Defect, as the case may be, will be
deemed to constitute a Breach or Defect, as the case may be, as to any other
Crossed Mortgage Loan in the Mortgage Group for purposes of the above
provisions, and the Seller will be required to repurchase or substitute for such
other Crossed Mortgage Loan(s) in the related Mortgage Group in accordance with
the provisions of this Section 7 unless the Crossed Trust Mortgage Loan
Repurchase Criteria would be satisfied if Seller were to repurchase or
substitute for only the affected Crossed Mortgage Loans as to which a Material
Breach or Material Document Defect had occurred without regard to this
paragraph, and in the case of either such repurchase or substitution, all of the
other requirements set forth in the Pooling and Servicing Agreement applicable
to a repurchase or substitution, as the case may be, would be so satisfied. In
the event that the Crossed Trust Mortgage Loan Repurchase Criteria would be so
satisfied, the Mortgage Loan Seller may elect either to repurchase or substitute
for only the affected Crossed Mortgage Loan as to which the Material Document
Defect or Material Breach exists or to repurchase or substitute for all of the
Crossed Mortgage Loans in the related Mortgage Group. The determination of the
Special Servicer as to whether the Crossed Trust Mortgage Loan Repurchase
Criteria have been satisfied shall be conclusive and binding in the absence of
manifest error. The Seller shall be responsible for the cost of (and, if so
directed by the Special Servicer, obtaining) any Appraisal required for the
Special Servicer to determine if the Crossed Trust Mortgage Loan Repurchase
Criteria have been satisfied, so long as the scope and cost of such Appraisal
has been approved by the Seller (such approval not to be unreasonably withheld).
For purposes of this paragraph, a "Mortgage Group" is any group of Mortgage
Loans identified as a Mortgage Group on Schedule III to this Agreement.

            Notwithstanding the foregoing, if there is a Material Breach or
Material Document Defect with respect to one or more Mortgaged Properties (but
not all of the Mortgaged Properties) with respect to a Mortgage Loan, the Seller
will not be obligated to repurchase or substitute for the entire Mortgage Loan
if the affected Mortgaged Property may, pursuant to the partial release
provisions of the related Mortgage Loan Documents, be released and the Mortgaged
Property remaining after such release satisfies the requirements, if any, set
forth in the Mortgage Loan Documents and (i) the Seller provides an opinion of
counsel to the effect that such partial release would not cause an Adverse REMIC
Event (as defined in the Pooling and Servicing Agreement) to occur, (ii) the
Seller pays (or causes to be paid) the applicable release price required under
the Mortgage Loan Documents and, to the extent not reimbursable out of the
release price pursuant to the related Mortgage Loan Documents, any additional
amounts necessary to cover all reasonable out-of-pocket expenses reasonably
incurred by the Master Servicer, the Special Servicer, the Trustee or the Trust
Fund in connection therewith, including any unreimbursed advances and interest
thereon made with respect to the Mortgaged Property that is being released, and
(iii) such cure by release of such Mortgaged Property is effected within the
time periods specified for cure of a Material Breach or Material Document Defect
in this Section 7.

            The Purchase Price or Substitution Shortfall Amount for any
repurchased or substituted Mortgage Loan shall be payable to the Depositor or,
subsequent to the assignment of the Mortgage Loans to the Trustee, the Trustee
as its assignee, by wire transfer of immediately available funds to the account
designated by the Depositor or the Trustee, as the case may be, and the
Depositor or the Trustee, as the case may be, upon receipt of such funds (and,
in the case of a substitution, the Mortgage File(s) for the related Qualified
Substitute Trust Mortgage Loans), shall promptly release the related Mortgage
File and Servicer File (and all other documents pertaining to such Mortgage Loan
possessed by the Depositor or the Trustee, as applicable, or on its behalf, but
excluding any draft documents, attorney/client privileged communications and
documents prepared by the Depositor or the Trustee (or by the Master Servicer or
the Special Servicer on behalf of the Trust), as applicable, or any of its
Affiliates solely for internal communication) or cause them to be released, to
Seller and shall execute and deliver such instruments of transfer, endorsement
or assignment as shall be necessary to vest in the Seller the legal and
beneficial ownership of such Mortgage Loan (including any property acquired in
respect thereof or proceeds of any insurance policy with respect thereto) and
the related Mortgage Loan Documents and shall deliver to Seller any escrow
payments and reserve funds held by it, or on its behalf, with respect to such
repurchased or replaced Mortgage Loan.

            It is understood and agreed that the obligations of the Seller set
forth in this Section 7 to cure, substitute for or repurchase a Mortgage Loan
listed on Schedule II hereto constitute the sole remedies available to the
Depositor and its successors and assigns against Seller respecting any Breach or
Defect affecting such Mortgage Loan.

            Section 8. Crossed Mortgage Loans. With respect to any Crossed
Mortgage Loan conveyed hereunder, to the extent that the Seller repurchases or
substitutes for an affected Crossed Mortgage Loan in the manner prescribed above
while the Trustee continues to hold any related Crossed Mortgage Loans, the
Seller and the Depositor (on behalf of its successors and assigns) agree to
modify upon such repurchase or substitution, the related Mortgage Loan Documents
in a manner such that such affected Crossed Mortgage Loan repurchased or
substituted for by the Seller, on the one hand, and any related Crossed Mortgage
Loans still held by the Trustee, on the other, would no longer be
cross-defaulted or cross-collateralized with one another; provided, that the
Seller shall have furnished to the Trustee, at the Seller's expense, an opinion
of counsel that such modification shall not cause an Adverse REMIC Event;
provided, further, that if such opinion cannot be furnished, the Seller and the
Depositor hereby agree that such repurchase or substitution of only the affected
Crossed Mortgage Loans, notwithstanding anything to the contrary herein, shall
not be permitted (in which case, the Seller will be obligated to purchase or
substitute for all Crossed Mortgage Loans in the related Mortgage Group (defined
below)). Any reserve or other cash collateral or letters of credit securing the
affected Crossed Mortgage Loans shall be allocated between such Mortgage Loans
in accordance with the Mortgage Loan Documents. All other terms of the Mortgage
Loans shall remain in full force and effect, without any modification thereof
(unless otherwise modified in accordance with the Pooling and Servicing
Agreement).

            Section 9. Rating Agency Fees; Costs and Expenses Associated with a
Defeasance. The Seller shall pay all Rating Agency fees associated with an
assumption of a Mortgage Loan to the extent such fees have not been paid by the
related Borrower and such Borrower is not required to pay them under the terms
of the related Mortgage Loan Documents in effect on or before the Closing Date,
the payment of which fees shall constitute the sole remedy of any breach by a
Seller of representation (35) set forth on Exhibit A hereto unless the Seller
elects to repurchase or substitute for such Mortgage Loan in accordance with the
second paragraph of Section 7. The Seller shall pay all reasonable costs and
expenses associated with a defeasance of a Mortgage Loan to the extent such
costs and expenses have not been paid by the related Borrower and such Borrower
is not required to pay them under the terms of the related Mortgage Loan
Documents in effect on or before the Closing Date, the payment of which fees
shall constitute the sole remedy of any breach by a Seller of representation
(41) set forth on Exhibit A hereto unless the Seller elects to repurchase or
substitute for such Mortgage Loan in accordance with the second paragraph of
Section 7.

            Section 10. Representations and Warranties of Depositor. Depositor
hereby represents and warrants to Seller as of the date hereof, as follows:

            (a) Depositor is duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with full
corporate power and authority to own its assets and conduct its business as it
is conducted, and is duly qualified as a foreign corporation in good standing in
all jurisdictions in which the ownership or lease of its property or the conduct
of its business requires such qualification (except where the failure to qualify
would not have a materially adverse effect on the consummation of any
transactions contemplated by this Agreement).

            (b) The execution and delivery by Depositor of this Agreement and
the performance of Depositor's obligations hereunder are within the corporate
power of Depositor and have been duly authorized by Depositor and neither the
execution and delivery by Depositor of this Agreement nor the compliance by
Depositor with the provisions hereof, nor the consummation by Depositor of the
transactions contemplated by this Agreement, will (i) conflict with or result in
a breach of, or constitute a default under, the certificate of incorporation or
by-laws of Depositor or, after giving effect to the consents or taking of the
actions contemplated by clause (ii) of this paragraph (b), any of the provisions
of any law, governmental rule, regulation, judgment, decree or order binding on
Depositor or its properties, or any of the provisions of any material indenture
or mortgage or any other material contract or other instrument to which
Depositor is a party or by which it is bound or result in the creation or
imposition of any lien, charge or encumbrance upon any of its properties
pursuant to the terms of any such indenture, mortgage, contract or other
instrument or (ii) require the consent of, notice to or any filing with any
person, entity or governmental body, which has not been obtained or made by
Depositor, except where, in any of the instances contemplated by clause (i)
above or this clause (ii), the failure to do so will not have a material and
adverse effect on the consummation of any transactions contemplated by this
Agreement.

            (c) This Agreement has been duly executed and delivered by Depositor
and this Agreement constitutes a legal, valid and binding instrument,
enforceable against Depositor in accordance with its terms, subject, as to the
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium and other laws affecting the rights of creditors generally and to
general principles of equity and the discretion of the court (regardless of
whether enforcement of such remedies is considered in a proceeding in equity or
at law) and, as to rights of indemnification hereunder, subject to limitations
of public policy under applicable securities laws.

            (d) There is no litigation, charge, investigation, action, suit or
proceeding by or before any court, regulatory authority or governmental agency
or body pending or, to the knowledge of Depositor, threatened against Depositor
the outcome of which could be reasonably expected to materially and adversely
affect the consummation of any transactions contemplated by this Agreement.

            Section 11. Survival of Certain Representations, Warranties and
Covenants. The respective representations and warranties set forth in or made
pursuant to this Agreement, and the respective obligations of the parties hereto
under Sections 7 and 9 of this Agreement, will remain in full force and effect,
regardless of any investigation or statement as to the result thereof made by or
on behalf of any party and will survive payment for the various transfers
referred to herein and delivery of the Certificates or termination of this
Agreement.

            Section 12. Transaction Expenses. Whether or not this Agreement is
terminated, both the Depositor and the Seller agree to pay the transaction
expenses incurred in connection with the transactions herein contemplated as set
forth in the Closing Statement.

            Section 13. Recording Costs. Seller agrees to reimburse the Trustee
or its designee all recording and filing fees and expenses incurred by the
Trustee or its designee in connection with the recording or filing of the
Mortgage Loan Documents listed in Section 3 of this Agreement, including
Assignments. In the event Seller elects to engage a third party contractor to
prepare, complete, file and record Assignments with respect to Mortgage Loans as
provided in Section 3 of this Agreement, Seller shall contract directly with
such contractor and shall be responsible for such contractor's compensation and
reimbursement of recording and filing fees and other reimbursable expenses
pursuant to their agreement.

            Section 14. Notices. All demands, notices and communications
hereunder shall be in writing and effective only upon receipt, and, shall be
deemed to have been duly given if personally delivered to or mailed, by
registered mail, postage prepaid, by overnight mail or courier service, or
transmitted by facsimile and confirmed by similar mailed writing, if to the
Depositor, addressed to the Depositor at 11 Madison Avenue, 5th Floor, New York,
New York 10010, Attention: Edmund Taylor, Telecopy No.: (212) 743-4756 (with a
copy to Casey McCutcheon, Esq., Legal & Compliance Department, at One Madison
Avenue, 8th Floor, New York, New York, 10010, Telecopy No.: (917) 326-8433), or
such other address or telecopy number as may be designated by the Depositor to
the Seller in writing, or, if to the Seller, addressed to the Seller at KeyBank
National Association c/o KeyBank Real Estate Capital, 911 Main Street, Suite
1500, Kansas City, Missouri 64105, Attention: Clay M. Sublett, Telecopy No.:
(816) 221-8848 (with a copy to, KeyBank National Association, 127 Public Square,
Cleveland, Ohio 44114, Attention: Robert C. Bowes, Telecopy No.: (216) 689-5681)
(with an additional copy to, Polsinelli Shalton Flanigan Suelthaus PC, 700 W.
47th Street, Suite 1000, Kansas City, Missouri 64112, Attention: Kraig Kohring,
Telecopy No.: (816) 753-1536), or such other address or telecopy number as may
be designated by the Seller to the Depositor in writing.

            Section 15. Notice of Exchange Act Reportable Events. The Seller
hereby agrees to deliver to the Depositor and the Trustee any disclosure
information relating to any event reasonably determined in good faith by the
Depositor as required to be reported on Form 8-K, Form 10-D or Form 10-K by the
Trust Fund (in formatting reasonably appropriate for inclusion in such form),
including, without limitation, the disclosure required under Items 1117 and 1119
of Regulation AB and Item 1.03 to Form 8-K. The Seller shall use its best
efforts to deliver proposed disclosure language relating to any event described
under Items 1117 and 1119 of Regulation AB and Item 1.03 to Form 8-K to the
Trustee and the Depositor within one (1) business day and in any event no later
than two (2) Business Days of the Seller becoming aware of such event and shall
provide disclosure relating to any other event reasonably determined by the
Depositor as required to be disclosed on Form 8-K, Form 10-D or Form 10-K within
two (2) Business Days following the Depositor's request for such disclosure
language. The obligation of the Seller to provide the above referenced
disclosure materials will terminate upon notice from the Depositor or the
Trustee that the Trustee has filed a Form 15 with respect to the Trust Fund as
to that fiscal year in accordance with Section 11.10(a) of the Pooling and
Servicing Agreement. The Seller hereby acknowledges that the information to be
provided by it pursuant to this Section will be used in the preparation of
reports meeting the reporting requirements of the Trust under Section 13(a)
and/or Section 15(d) of the Securities Exchange Act of 1934, as amended.

            Section 16. Examination of Mortgage Files. Upon reasonable notice,
Seller, prior to the Closing Date, will make the Mortgage Files available to
Depositor or its agent for examination during normal business hours at Seller's
offices or such other location as shall otherwise be agreed upon by Depositor
and Seller. The fact that Depositor or its agent has conducted or has failed to
conduct any partial or complete examination of the Mortgage Files shall not
affect the rights of Depositor or the Trustee (for the benefit of the
Certificateholders) to demand cure, repurchase, or other relief as provided
herein.

            Section 17. Successors. This Agreement shall inure to the benefit of
and shall be binding upon Seller and Depositor and their respective successors
and permitted assigns, and nothing expressed in this Agreement is intended or
shall be construed to give any other person any legal or equitable right, remedy
or claim under or in respect of this Agreement, or any provisions herein
contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such designated
persons and for the benefit of no other person; it being understood that the
rights of Depositor pursuant to this Agreement, subject to all limitations
herein contained, including those set forth in Section 7 of this Agreement, may
be assigned to the Trustee, for benefit of the Certificateholders, as may be
required to effect the purposes of the Pooling and Servicing Agreement and, upon
such assignment, the Trustee shall succeed to such rights of Depositor
hereunder, provided that the Trustee shall have no right to further assign such
rights to any other Person. No owner of a Certificate issued pursuant to the
Pooling and Servicing Agreement shall be deemed a successor or permitted assign
because of such ownership.

            Section 18. Governing Law. THIS AGREEMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT GIVING
EFFECT TO CHOICE OF LAW PRINCIPLES.

            Section 19. Severability. If any provision of this Agreement shall
be prohibited or invalid under applicable law, this Agreement shall be
ineffective only to such extent, without invalidating the remainder of this
Agreement.

            Section 20. Further Assurances. Depositor and Seller agree to
execute and deliver such instruments and take such actions as the other party
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement.

            Section 21. Counterparts. This Agreement may be executed in
counterparts (and by each of the parties hereto on different counterparts), each
of which when so executed and delivered will be an original, and all of which
together will be deemed to constitute but one and the same instrument.

            Section 22. Treatment as Security Agreement. It is the express
intent of the parties hereto that the conveyance of the Mortgage Loans by Seller
to Depositor as provided in this Agreement be, and be construed as, a sale of
the Mortgage Loans by Seller to Depositor. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans by
Seller to Depositor to secure a debt or other obligation of Seller. However, in
the event that, notwithstanding the intent of the parties, the Mortgage Loans
are held to be property of Seller or if for any reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans:

            (a) this Agreement shall hereby create a security agreement within
the meaning of Articles 8 and 9 of the Uniform Commercial Code in effect in the
applicable state;

            (b) the conveyance provided for in this Agreement shall hereby grant
from Seller to Depositor a security interest in and to all of Seller's right,
title, and interest, whether now owned or hereafter acquired, in and to:

            (i) all accounts, contract rights (including any guarantees),
      general intangibles, chattel paper, instruments, documents, money, deposit
      accounts, certificates of deposit, goods, letters of credit, advices of
      credit and investment property consisting of, arising from or relating to
      any of the property described in the Mortgage Loans, including the related
      Notes, Mortgages and title, hazard and other insurance policies,
      identified on the Mortgage Loan Schedule or that constitute Replacement
      Mortgage Loans, and all distributions with respect thereto payable after
      the Cut-off Date;

            (ii) all accounts, contract rights, general intangibles, chattel
      paper, instruments, documents, money, deposit accounts, certificates of
      deposit, goods, letters of credit, advices of credit and investment
      property arising from or by virtue of the disposition of, or collections
      with respect to, or insurance proceeds payable with respect to, or claims
      against other persons with respect to, all or any part of the collateral
      described in clause (i) above (including any accrued discount realized on
      liquidation of any investment purchased at a discount), in each case,
      payable after the Cut-off Date; and

            (iii) all cash and non-cash proceeds of the collateral described in
      clauses (i) and (ii) above payable after the Cut-off Date;

            (c) the possession by Depositor or its assignee of the Notes and
such other goods, letters of credit, advices of credit, instruments, money,
documents, chattel paper or certificated securities shall be deemed to be
possession by the secured party or possession by a purchaser or a person
designated by him or her, for purposes of perfecting the security interest
pursuant to the Uniform Commercial Code (including, without limitation, Sections
9-306, 9-313 and 9-314 thereof) as in force in the relevant jurisdiction; and

            (d) notifications to persons holding such property, and
acknowledgments, receipts, confirmations from persons holding such property,
shall be deemed to be notifications to, or acknowledgments, receipts or
confirmations from, securities intermediaries, bailees or agents of, or persons
holding for (as applicable), Depositor or its assignee for the purpose of
perfecting such security interest under applicable law.

            The Seller at the direction of the Depositor or its assignee, shall,
to the extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans and the proceeds thereof, such security interest
would be a perfected security interest of first priority under applicable law
and will be maintained as such throughout the term of this Agreement. In
connection herewith, Depositor and its assignee shall have all of the rights and
remedies of a secured party and creditor under the Uniform Commercial Code as in
force in the relevant jurisdiction and may prepare and file such UCC Financing
Statements as may be necessary or appropriate to accomplish the foregoing.

            Section 23. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation following the Closing
Date in all appropriate public offices for real property records in all the
counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by Seller at
Seller's expense at the direction of Depositor accompanied by an opinion of
counsel to the effect that such recordation materially and beneficially affects
the interests of Depositor.

                                      * * *



            IN WITNESS WHEREOF, the parties hereto have caused this Mortgage
Loan Purchase Agreement to be duly executed and delivered as of the date first
above written.


                                       KEYBANK NATIONAL ASSOCIATION,
                                          as Seller


                                          By: /s/Catherine McCaddon
                                          Name:  Catherine McCaddon
                                          Title: Vice President


                                       CREDIT SUISSE FIRST BOSTON MORTGAGE
                                          SECURITIES CORP.,
                                          as Depositor


                                          By /s/ Jeffrey Altabef
                                          Name:  Jeffrey Altabef
                                          Title: Vice President



                                                                      SCHEDULE I

                          SCHEDULE OF TRANSACTION TERMS

            This Schedule of Transaction Terms is appended to and incorporated
by reference in the Mortgage Loan Purchase Agreement (the "Agreement"), dated as
of April 1, 2008, between KeyBank National Association (the "Seller" or
"KeyBank") and Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"). Capitalized terms used herein without definition have the meanings
given them in or by reference in the Agreement or, if not defined in the
Agreement, in the Pooling and Servicing Agreement.

            "Affiliate" means with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person.

            "Assignments" has the meaning given set forth in Section 3 of this
Agreement.

            "Borrower" means the borrower under a Mortgage Loan.

            "Breach" has the meaning set forth in Section 7 of this Agreement.

            "Certificate Purchase Agreement" means the Certificate Purchase
Agreement, dated March 28, 2008, between Depositor and the Initial Purchasers.

            "Certificates" means the Credit Suisse First Boston Mortgage
Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2008-C1,
issued in multiple classes.

            "Closing" has the meaning set forth in Section 2 of this Agreement.

            "Closing Date" means April 18, 2008.

            "Closing Statement" means the closing statement dated as of the
Closing Date and signed by, among others, the parties to this Agreement.

            "Code" means the Internal Revenue Code of 1986, as amended.

            "Crossed Mortgage Loan" means any Mortgage Loan which is
cross-defaulted and cross-collateralized with any other Mortgage Loan.

            "Cut-off Date" means, individually and collectively, the applicable
Due Dates for the respective Mortgage Loans occurring in April 2008 (or with
respect to Mortgage Loans which had closing/funding dates in April 2008, the
respective closing/funding dates of such Mortgage Loans).

            "Defect" has the meaning set forth in Section 7 of this Agreement.

            "Exception Report" means exceptions with respect to the
representations and warranties made by the Seller as to the Mortgage Loans in
Section 6(a)(xii) and under the written certificate described in Section
4(b)(iii) of this Agreement, which exceptions are set forth in Schedule V
attached hereto and made a part hereof.

            "Initial Purchasers" means Credit Suisse Securities (USA) LLC and
Morgan Stanley & Co. Incorporated.

            "Initial Resolution Period" has the meaning set forth in Section 7
of this Agreement.

            "KeyBank Indemnification Agreement" means that certain
indemnification agreement, dated as of March 28, 2008, among the Underwriters,
the Initial Purchasers, KeyBank and the Depositor.

            "Loan Agreement" means, with respect to any Mortgage Loan, the loan
agreement, if any, between the related Mortgage Loan Originator and the related
Borrower, pursuant to which such Mortgage Loan was made.

            "Material Breach" has the meaning set forth in Section 7 of this
Agreement.

            "Material Document Defect" has the meaning set forth in Section 7 of
this Agreement.

            "Mortgage File" means, collectively, the documents and instruments
pertaining to a Mortgage Loan required to be included in the related Mortgage
File pursuant to Section 3 (subject to the proviso in Section 1 of this
Agreement).

            "Mortgage Group" has the meaning set forth in Section 7 of this
Agreement.

            "Mortgage Loan" and "Mortgage Loans" have the respective meanings
set forth in Recital II of this Agreement.

            "Mortgage Loan Documents" means, collectively, the documents and
instruments pertaining to a Mortgage Loan to be included in either the related
Mortgage File or the related Servicer File.

            "Mortgage Loan Originator" means any institution which originated a
Mortgage Loan for a related Borrower.

            "Mortgage Loan Purchase Price" means the amount described in Section
2 of this Agreement.

            "Mortgage Loan Schedule" has the meaning set forth in Recital II of
this Agreement.

            "Offering Circular" means the confidential offering circular dated
March 28, 2008, describing certain classes of the Private Certificates.

            "Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement creating the Trust Fund and the interests therein, dated as of April
1, 2008, among the Master Servicer, the Special Servicer, the Depositor and the
Trustee, including, without limitation, the exhibits and schedules annexed
thereto.

            "Private Certificates" means the Certificates that are not Publicly
Offered Certificates.

            "Prospectus" means the Prospectus, dated March 18, 2008, that is a
part of the Depositor's registration statement on Form S-3 (File No.
333-141613).

            "Prospectus Supplement" means the Prospectus Supplement, dated March
28, 2008, relating to the Publicly Offered Certificates.

            "Publicly Offered Certificates" means the Class A-1, Class A-2,
Class A-AB, Class A-3 and Class A-1-A Certificates.

            "Servicer File" means, collectively, all documents, records and
copies pertaining to a Mortgage Loan which are required to be included in the
related Servicer File pursuant to Section 3 thereof.

            "Trust Fund" has the meaning set forth in Recital II of this
Agreement.

            "Underwriters" means Credit Suisse Securities (USA) LLC, Morgan
Stanley & Co. Incorporated and Deutsche Bank Securities Inc.; provided that
Deutsche Bank will not act as an Underwriter with respect to the Class A-2
Certificates).

            "Underwriting Agreement" means the Underwriting Agreement, dated
March 28, 2008, between the Depositor and the Underwriters.



                                                                     SCHEDULE II

                             MORTGAGE LOAN SCHEDULE

                                 [See Attached]



Commercial Mortgage Pass-Through Certificates Series 2008-C1
Schedule II





                                                                                                              Zip    Mortgage
#    Property Name                                Address                                City        State   Code      Rate
- --   ------------------------------------------   --------------------------------   -------------   -----   -----   --------
                                                                                                   
6    Aguadilla Mall                               Road No. 2, Kilometer 126.5          Aguadilla      PR     00605     6.5700%
11   Wilshire Plaza Office Building               901 Wilshire Drive                     Troy         MI     48084    6.15000%
14   R&F Amherst                                  1459 Niagara Falls Boulevard          Amherst       NY     14228     6.3200%
17   Park Place at Heathrow                       7025 Country Road 46A                Lake Mary      FL     32746     6.3400%
18   The Shoppes at Haydens Crossing              6700 Hayden Run Road                 Columbus       OH     43206     5.8500%
23   Hecker Pass Plaza                            1230-1360 First Street                Gilroy        CA     95020     5.7500%
26   Gateway Medical Plaza I                      1725 Medical Center Parkway        Murfreesboro     TN     37129     6.3600%
28   Quality Inn & Suites                         7200 Baltimore Avenue              College Park     MD     20740     6.9400%
29   Medical Mall of Abilene                      1665 Antilley Road                    Abilene       TX     79606     7.1100%
30   R&F Furniture Showroom - Philadelphia        4640 Roosevelt Boulevard           Philadelphia     PA     19124     6.3200%
31   Hampton Inn - Morehead City, NC              4035 Arendell Street               Morehead City    NC     28557     6.4700%
32   Rolling Oaks                                 55, 77, 99 Rolling Oaks Drive      Thousand Oaks    CA     91361     5.8800%
38   Lawrence Southwind 12                        3433 Iowa Street                     Lawrence       KS     66046     5.9500%
45   University Center Professional Building II   75-030 Gerald Ford Drive            Palm Desert     CA     92211     5.5700%
53   Arbor Square III                             8050 and 8100 Arbor Square Drive       Mason        OH     45040     6.1600%
54   R&F Cheektowaga CSC                          2685 Walden Avenue                  Cheektowaga     NY     14225     6.3200%


                                                                                                               Units/
        Net                                     Rem.                              Orig     Rem.               Sq. Ft./
      Mortgage     Original       Cut-off     Term to    Maturity       ARD      Amort.   Amort.   Monthly     Rooms/
#       Rate        Balance     Balance (1)   Maturity     Date        Date       Term     Term    Payment      Pads
- --    --------    -----------   -----------   --------   ---------   ---------   ------   ------   --------   --------
                                                                                
6       6.5174%   $34,000,000   $34,000,000        113   9/1/2017       N/A         360      360   $216,471    272,006
11      6.0974%   $16,684,000   $16,684,000        113   9/1/2017       N/A         360      360   $101,644    182,664
14      6.2674%   $12,000,000   $11,958,965        116   12/1/2037   12/1/2017      360      356    $74,433    112,264
17      6.2874%   $11,625,000   $11,574,354        115   11/1/2017      N/A         360      355    $72,259     47,434
18      5.7974%   $11,500,000   $11,500,000        117   1/1/2018       N/A         360      360    $67,843     67,847
23      5.6974%    $9,050,000    $9,014,848        116   12/1/2017      N/A         360      356    $52,813     68,685
26      6.2574%    $7,725,000    $7,725,000        116   12/1/2017      N/A         360      360    $48,118     45,535
28      6.8374%    $7,500,000    $7,465,209        116   12/1/2017      N/A         300      296    $52,722        169
29      7.0074%    $6,857,000    $6,857,000         58   2/1/2038    2/1/2013       360      360    $46,127     58,397
30      6.2674%    $6,750,000    $6,726,918        116   12/1/2037   12/1/2017      360      356    $41,869     38,678
31      6.4174%    $6,750,000    $6,721,427        115   11/1/2017      N/A         360      355    $42,532        119
32      5.8074%    $6,650,000    $6,624,898        116   12/1/2017      N/A         360      356    $39,359     46,722
38      5.8974%    $4,800,000    $4,726,156        109   5/1/2017       N/A         300      289    $30,780     42,497
45      5.4674%    $4,000,000    $3,959,028        110   6/1/2017       N/A         360      350    $22,888     31,372
53      6.1074%    $2,100,000    $2,100,000         72   4/1/2014       N/A         360      360    $12,807     13,120
54      6.2674%    $2,002,000    $1,995,154        116   12/1/2037   12/1/2017      360      356    $12,418     85,593




     Interest Accrual Period      Primary               Master Servicing Fee            Payment     ARD Trust
#     (30/360 / Actual/360)    Servicing Fee    (Exclusive of Primary Servicing Fee)     Date     Mortgage Loan
- --   -----------------------   -------------    ------------------------------------    -------   -------------
                                                                                   
6          Actual/360                 0.0300%                                 0.0200%         1        No
11         Actual/360                 0.0300%                                 0.0200%         1        No
14         Actual/360                 0.0300%                                 0.0200%         1        Yes
17         Actual/360                 0.0300%                                 0.0200%         1        No
18         Actual/360                 0.0300%                                 0.0200%         1        No
23         Actual/360                 0.0300%                                 0.0200%         1        No
26         Actual/360                 0.0800%                                 0.0200%         1        No
28         Actual/360                 0.0800%                                 0.0200%         1        No
29         Actual/360                 0.0800%                                 0.0200%         1        Yes
30         Actual/360                 0.0300%                                 0.0200%         1        Yes
31         Actual/360                 0.0300%                                 0.0200%         1        No
32         Actual/360                 0.0500%                                 0.0200%         1        No
38         Actual/360                 0.0300%                                 0.0200%         1        No
45         Actual/360                 0.0800%                                 0.0200%         1        No
53         Actual/360                 0.0300%                                 0.0200%         1        No
54         Actual/360                 0.0300%                                 0.0200%         1        Yes




                                Earthquake           Environmental          Ground          Letter of      Loan
#    Lockout/Defeasance   Insurance (Yes/No/N/A)   Insurance (Yes/No)   Lease (Yes/No)   Credit (Yes/No)   Group
- --   ------------------   ----------------------   ------------------   --------------   ---------------   -----
                                                                                         
6           Yes                    N/A                     No                 No               No              1
11           No                    N/A                     No                 No               No              1
14           No                    N/A                     No                 No               No              1
17          Yes                    N/A                     No                 No               No              1
18          Yes                    N/A                     No                 No               No              1
23          Yes                    N/A                     No                 No               No              1
26           No                    N/A                     No                 No               No              1
28          Yes                    N/A                     No                 No               No              1
29           No                    N/A                     No                 No               Yes             1
30           No                    N/A                     No                 No               No              1
31          Yes                    N/A                     No                 No               No              1
32           No                    N/A                     No                 No               No              1
38          Yes                    N/A                     No                 No               No              1
45          Yes                    N/A                     No                 No               No              1
53          Yes                    N/A                     No                 No               No              1
54           No                    N/A                     No                 No               No              1





#            Loan Seller
- --   ----------------------------
  
6    KeyBank National Association
11   KeyBank National Association
14   KeyBank National Association
17   KeyBank National Association
18   KeyBank National Association
23   KeyBank National Association
26   KeyBank National Association
28   KeyBank National Association
29   KeyBank National Association
30   KeyBank National Association
31   KeyBank National Association
32   KeyBank National Association
38   KeyBank National Association
45   KeyBank National Association
53   KeyBank National Association
54   KeyBank National Association


END

(1)   Based on a Cut-off date in April 2008.




                                                                    SCHEDULE III

                   MORTGAGE LOANS CONSTITUTING MORTGAGE GROUPS

                                      None



                                                                     SCHEDULE IV

                         MORTGAGE LOANS WITH LOST NOTES

                                      None



                                                                      SCHEDULE V

                             EXCEPTIONS TO SELLER'S
                         REPRESENTATIONS AND WARRANTIES

            Reference is made to the Representations and Warranties set forth in
Exhibit A attached hereto corresponding to the paragraph numbers set forth
below:

Note: With respect to Loan No. 28/Quality Inn & Suites, the related Mortgaged
Property is located in Maryland and is owned by a guarantor of the Mortgage
Loan. Such guarantor executed and delivered a guaranty in connection with the
origination of the Mortgage Loan, and the Mortgage secured such guarantor's
obligations under that guaranty and constitutes an "indemnity deed of trust."
For certain representations and warranties set forth below, with respect to such
Mortgage Loan, statements regarding the Borrower relate to the guarantor as the
owner of the Mortgaged Property.

Exception to Representation (2):

            Correspondent fees are payable with respect to the following loans:

            (i)   28 Quality Inn & Suites;

            (ii)  26 Gateway Medical Plaza I;

            (iii) 45 University Centre Professional Building II;

            (iv)  32 Rolling Oaks; and

            (v)   29 Medical Mall of Abilene.

Exception to Representation (14):

            With respect to Loan No. 31/Hampton Inn - Morehead City,
co-insurance is allowed with regard to windstorm insurance so long as the
coverage limit for said policy shall not be less than $9,900,000.00.

Exception to Representation (25):

            With respect to Loan No. 28/Quality Inn & Suites, the related
Mortgage Loan Documents require the lender to release a specified parcel of the
Mortgaged Property which was not considered in the underwriting of the Mortgage
Loan upon the related Borrower's request and satisfaction of certain conditions
including: (i) evidence of compliance with applicable law; (ii) if required by
the operative documents with respect to a secondary market transaction, evidence
from any applicable rating agency that the proposed partial release would not
result in a qualification, reduction, downgrade or withdrawal of any rating or a
waiver from any such rating agency stating that it has declined to review the
partial release; and (iii) evidence that the release shall have no material
adverse operational impact upon the remaining Mortgaged Property.

            With respect to Loan No. 17/Park Place at Heathrow, the related
Mortgage Loan Documents require the lender to release a specified parcel of the
Mortgaged Property upon the related Borrower's written request and satisfaction
of certain conditions including: (i) either (a) prepayment of a portion the
principal amount of the related Mortgage Loan including applicable prepayment
consideration if the release is consummated prior to the period in which
defeasance is permitted; or (b) partial defeasance during the period in which
defeasance is permitted; (ii) the loan to value ratio is no more than (a) 75% if
the release occurs prior to November 1, 2012, or (b) 70% if the release occurs
on or after November 1, 2012; (iii) the debt service coverage ratio of the
remaining Mortgaged Property is no less than (a) 1.20 to 1.00 if the release
occurs prior to November 1, 2012, or (b) 1.25 to 1.00 if the release occurs on
or after November 1, 2012; (iv) evidence of compliance with applicable law; (v)
if required by the operative documents with respect to a secondary market
transaction, evidence from any applicable rating agency that the proposed
partial release would not result in a qualification, reduction, downgrade or
withdrawal of any rating or a waiver from any such rating agency stating that it
has declined to review the partial release; and (vi) evidence that the release
shall have no material adverse operational impact upon the remaining Mortgaged
Property.

Exception to Representation (35):

            With respect to Loan No. 38/Lawrence Southwind 12, indirect
controlling interests in the related Borrower may be transferred so long as
certain conditions are satisfied including: (i) rating agency confirmation and
(ii) a debt service coverage ratio of no less than 1.28 to 1.00.

            With respect to Loan Nos. 11/Wilshire Plaza Office Building and
45/University Centre Professional Building II, future subordinate secured debt
is permitted provided certain conditions are satisfied, including, among others,
prior consent of the lender, a loan to value ratio not more than 80% and 65%
respectively, a debt service coverage ratio of not less than 1.25 to 1.00 and
1.40 to 1.00 respectively, and rating agency confirmation.

            With respect to Loan No. 18/The Shoppes at Haydens Crossing,
interests in the sole member of the related Borrower ("Sole Member") may be
transferred without the consent of the holder of the Mortgage. Further, if an
entity is formed to be the sole member of the Sole Member, then interests in the
Sole Member shall no longer be freely transferable, but interests in the sole
member of the Sole Member may be transferred without the consent of the holder
of the Mortgage.

Exception to Representation (36):

            With respect to Loan No. 38/Lawrence Southwind 12, Borrower and a
separate entity are liable to the holder of the Mortgage Loan for damages
arising in the case of fraud or willful misrepresentation by the Borrower, and
misappropriation of rents (following a default), insurance proceeds or
condemnation awards, but no natural person is liable for said items. Only
Borrower is liable for breaches of the environmental covenants in the Mortgage
Loan Documents.

            With respect to Loan No. 45/University Centre Professional Building
II, only Borrower is liable to the holder of the Mortgage Loan for damages
arising in the case of fraud or material misrepresentation by the Borrower,
misappropriation of rents, insurance proceeds or condemnation awards and
breaches of the environmental covenants in the Mortgage Loan Documents.

            With respect to all Loans except Loan No. 38/Lawrence Southwind 12,
Borrower's and related guarantor's liability related to misrepresentation by the
Borrower is limited to material misrepresentation as opposed to willful
misrepresentation.

            With respect to Loan No. 38/Lawrence Southwind 12, the liability
related to misappropriation of rents only applies to the period following a
default.

            With respect to Loan No. 18/The Shoppes at Haydens Crossing,
Borrower and a separate entity are liable to the holder of the Mortgage Loan for
damages arising in the case of fraud or willful misrepresentation by the
Borrower, misappropriation of rents, insurance proceeds or condemnation awards,
and breaches of the environmental covenants in the Mortgage Loan Documents, but
no natural person is liable for said items.

            With respect to Loan No. 29/Medical Mall of Abilene, Borrower, a
separate entity and a natural person are liable to the holder of the Mortgage
Loan for damages arising in the case of fraud or willful misrepresentation by
the Borrower, misappropriation of rents, insurance proceeds or condemnation
awards, and breaches of the environmental covenants in the Mortgage Loan
Documents, but until the separate entity ceases to exist, the holder of the
Mortgage may not demand payment or commence any action to enforce the liability
of the natural person.



                                                                       EXHIBIT A

                    REPRESENTATIONS AND WARRANTIES OF SELLER
                          REGARDING THE MORTGAGE LOANS

      (1) Mortgage Loan Schedule. The information set forth in the Mortgage Loan
Schedule is true and correct in all material respects as of the date of this
Agreement and as of the Cut-off Date.

      (2) Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole
loan and not a participation interest in a mortgage loan. Immediately prior to
the transfer to the Depositor of the Mortgage Loans, the Seller had good title
to, and was the sole owner of, each Mortgage Loan. The Seller has full right,
power and authority to transfer and assign each of the Mortgage Loans to or at
the direction of the Depositor and has validly and effectively conveyed (or
caused to be conveyed) to the Depositor or its designee all of the Seller's
legal and beneficial interest in and to the Mortgage Loans free and clear of any
and all pledges, liens, charges, security interests and/or other encumbrances.
Upon the consummation of the transactions contemplated by this Agreement, the
Seller will have validly and effectively conveyed to the Depositor all legal and
beneficial interest in and to each Mortgage Loan free and clear of any pledge,
lien, charge, security interest or other encumbrance. The sale of the Mortgage
Loans to the Depositor or its designee does not require the Seller to obtain any
governmental or regulatory approval or consent that has not been obtained. None
of the Mortgage Loan Documents restricts the Seller's right to transfer the
Mortgage Loan to the Depositor or to the Trustee.

      (3) Payment Record. No scheduled payment of principal and interest under
any Mortgage Loan was 30 days or more past due as of the Cut-off Date, and no
Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-off Date.

      (4) Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the marketability or current use or operation of the Mortgaged
Property or the current ability of the Mortgaged Property to generate operating
income sufficient to service the Mortgage Loan debt and (e) if such Mortgage
Loan is cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan (the foregoing items (a) through (e) being
herein referred to as the "Permitted Encumbrances"). The related assignment of
such Mortgage executed and delivered in favor of the Trustee is in recordable
form and constitutes a legal, valid and binding assignment, sufficient to convey
to the assignee named therein all of the assignor's right, title and interest
in, to and under such Mortgage. Such Mortgage, together with any separate
security agreements, chattel mortgages or equivalent instruments, establishes
and creates a valid and, subject to the exceptions set forth in paragraph 13
below, enforceable security interest in favor of the holder thereof in all of
the related Borrower's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel or an assisted living facility, the Borrower's personal
property includes all personal property that a prudent mortgage lender making a
similar Mortgage Loan would deem reasonably necessary to operate the related
Mortgaged Property as it is currently being operated. A Uniform Commercial Code
financing statement has been filed and/or recorded in all places necessary to
perfect a valid security interest in such personal property, to the extent a
security interest may be so created therein, and such security interest is a
first priority security interest, subject to any prior purchase money security
interest in such personal property and any personal property leases applicable
to such personal property. Notwithstanding the foregoing, no representation is
made as to the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or actions other
than the filing of Uniform Commercial Code financing statements are required in
order to effect such perfection.

      (5) Assignment of Leases and Rents. The Assignment of Leases related to
and delivered in connection with each Mortgage Loan establishes and creates a
valid, subsisting and, subject to the exceptions set forth in paragraph 13
below, enforceable first priority lien and first priority security interest in
the related Borrower's interest in all leases, sub-leases, licenses or other
agreements pursuant to which any person is entitled to occupy, use or possess
all or any portion of the real property subject to the related Mortgage, and
each assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases. If an Assignment of Leases exists with
respect to any Mortgage Loan (whether as a part of the related Mortgage or
separately), then the related Mortgage or related Assignment of Leases, subject
to applicable law, provides for, upon an event of default under the Mortgage
Loan, the appointment of a receiver for the collection of rents or for the
related lender to enter into possession to collect the rents or for rents to be
paid directly to the lender.

      (6) Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or subordinated in whole or in part, and the
related Mortgaged Property has not been released from the lien of such Mortgage,
in whole or in part (except for partial reconveyances of real property that are
set forth on Schedule V to this Agreement), nor has any instrument been executed
that would effect any such satisfaction, cancellation, subordination, rescission
or release, in any manner that, in each case, materially adversely affects the
value of the related Mortgaged Property. None of the terms of any Note, Mortgage
or Assignment of Leases has been impaired, waived, altered or modified in any
respect, except by written instruments, all of which are included in the related
Mortgage File and none of the Mortgage Loans has been materially modified since
April 1, 2008.

      (7) Condition of Property; Condemnation. With respect to (i) the Mortgaged
Properties securing the Mortgage Loans that were the subject of an engineering
report issued after the first day of the month that is 18 months prior to the
Closing Date, each Mortgaged Property is, to the Seller's knowledge, free and
clear of any damage (or adequate reserves therefor have been established based
on the engineering report) that would materially and adversely affect its value
as security for the related Mortgage Loan and (ii) the Mortgaged Properties
securing the Mortgage Loans that were not the subject of an engineering report
18 months prior to the Closing Date as set forth on Schedule V to this
Agreement, each Mortgaged Property is in good repair and condition and all
building systems contained therein are in good working order (or adequate
reserves therefor have been established) and each Mortgaged Property is free of
structural defects, in each case, that would materially and adversely affect its
value as security for the related Mortgage Loan as of the date hereof. The
Seller has received no notice of the commencement of any proceeding for the
condemnation of all or any material portion of any Mortgaged Property. To the
Seller's knowledge (based on surveys and/or title insurance obtained in
connection with the origination of the Mortgage Loans), as of the date of the
origination of each Mortgage Loan, all of the material improvements on the
related Mortgaged Property that were considered in determining the appraised
value of the Mortgaged Property lay wholly within the boundaries and building
restriction lines of such property, except for encroachments that are insured
against by the lender's Title Policy (as defined in paragraph (8)) referred to
herein or that do not materially and adversely affect the value or marketability
of such Mortgaged Property, and no improvements on adjoining properties
materially encroached upon such Mortgaged Property so as to materially and
adversely affect the value or marketability of such Mortgaged Property, except
those encroachments that are insured against by the Title Policy referred to
herein.

      (8) Title Insurance. Each Mortgaged Property is covered by an American
Land Title Association (or a comparable form as adopted in the applicable
jurisdiction) lender's title insurance policy, a pro forma policy or a marked-up
title insurance commitment (on which the required premium has been paid) which
evidences such title insurance policy (the "Title Policy") in the original
principal amount of the related Mortgage Loan after all advances of principal.
Each Title Policy insures that the related Mortgage is a valid first priority
lien on such Mortgaged Property, subject only to Permitted Encumbrances. Each
Title Policy (or, if it has yet to be issued, the coverage to be provided
thereby) is in full force and effect, all premiums thereon have been paid and no
material claims have been made thereunder and no claims have been paid
thereunder. No holder of the related Mortgage has done, by act or omission,
anything that would materially impair the coverage under such Title Policy.
Immediately following the transfer and assignment of the related Mortgage Loan
to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage
to be provided thereby) will inure to the benefit of the Trustee without the
consent of or notice to the insurer. To the Seller's knowledge, the insurer
issuing such Title Policy is qualified to do business in the jurisdiction in
which the related Mortgaged Property is located. Such Title Policy contains no
exclusion for, or it affirmatively insures access to a public road.

      (9) No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement that must be satisfied as a condition to
disbursements of any funds escrowed for such purpose have been complied with on
or before the Closing Date, or any such funds so escrowed have not been
released.

      (10) Mortgage Provisions. The Note or Mortgage for each Mortgage Loan,
together with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in paragraph 13) such as to
render the rights and remedies of the holder thereof adequate for the practical
realization against the related Mortgaged Property of the principal benefits of
the security intended to be provided thereby.

      (11) Trustee under Deed of Trust. If any Mortgage is a deed of trust, (1)
a trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
payable to such trustee by the Seller, the Depositor or any transferee thereof
except in connection with a trustee's sale after default by the related Borrower
or in connection with any full or partial release of the related Mortgaged
Property or related security for the related Mortgage Loan.

      (12) Environmental Conditions.

            (i) With respect to the Mortgaged Properties securing the Mortgage
      Loans that were the subject of an environmental site assessment after the
      first day of the month that is 18 months prior to the Closing Date, an
      environmental site assessment, or an update of a previous such report, was
      performed with respect to each Mortgaged Property in connection with the
      origination or the acquisition of the related Mortgage Loan, a report of
      each such assessment (or the most recent assessment with respect to each
      Mortgaged Property) (an "Environmental Report") has been delivered to the
      Depositor, and the Seller has no knowledge of any material and adverse
      environmental condition or circumstance affecting any Mortgaged Property
      that was not disclosed in such report. Each Mortgage requires the related
      Borrower to comply with all applicable federal, state and local
      environmental laws and regulations. Where such assessment disclosed the
      existence of a material and adverse environmental condition or
      circumstance affecting any Mortgaged Property, (i) a party not related to
      the Borrower was identified as the responsible party for such condition or
      circumstance or (ii) environmental insurance covering such condition was
      obtained or must be maintained until the condition is remediated or (iii)
      the related Borrower was required either to provide additional security
      that was deemed to be sufficient by the originator in light of the
      circumstances and/or to establish an operations and maintenance plan or
      (iv) the expenditure of funds reasonably estimated to be necessary to
      effect such remediation is not greater than two percent (2%) of the
      outstanding principal balance of the related Mortgage Loan. In connection
      with the origination of each Mortgage Loan, each environmental consultant
      has represented in such Environmental Report or in a supplement letter
      that the environmental assessment of the applicable Mortgaged Property was
      conducted utilizing generally accepted Phase I industry standards using
      the American Society for Testing and Materials (ASTM) Standard Practice E
      1527-00.

            (ii) With respect to the Mortgaged Properties securing the Mortgage
      Loans that were not the subject of an environmental site assessment
      meeting ASTM Standards after the first day of the month that is 18 months
      prior to the Closing Date as set forth on Schedule V to this Agreement,
      (i) no Hazardous Material is present on such Mortgaged Property such that
      (1) the value, use or operation of such Mortgaged Property is materially
      and adversely affected or (2) under applicable federal, state or local
      law, (a) such Hazardous Material could be required to be eliminated at a
      cost materially and adversely affecting the value of the Mortgaged
      Property before such Mortgaged Property could be altered, renovated,
      demolished or transferred or (b) the presence of such Hazardous Material
      could (upon action by the appropriate governmental authorities) subject
      the owner of such Mortgaged Property, or the holders of a security
      interest therein, to liability for the cost of eliminating such Hazardous
      Material or the hazard created thereby at a cost materially and adversely
      affecting the value of the Mortgaged Property, and (ii) such Mortgaged
      Property is in material compliance with all applicable federal, state and
      local laws pertaining to Hazardous Materials or environmental hazards, any
      noncompliance with such laws does not have a material adverse effect on
      the value of such Mortgaged Property and neither Seller nor, to Seller's
      knowledge, the related Borrower or any current tenant thereon, has
      received any notice of violation or potential violation of any such law.

      "Hazardous Materials" means gasoline, petroleum products, explosives,
      radioactive materials, polychlorinated biphenyls or related or similar
      materials, and any other substance, material or waste as may be defined as
      a hazardous or toxic substance by any federal, state or local
      environmental law, ordinance, rule, regulation or order, including without
      limitation, the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980, as amended (42 U.S.C. ss.ss. 9601 et seq.), the
      Hazardous Materials Transportation Act as amended (42 U.S.C. ss.ss. 6901
      et seq.), the Resource Conservation and Recovery Act, as amended (42
      U.S.C. ss.ss. 6901 et seq.), the Federal Water Pollution Control Act as
      amended (33 U.S.C. ss.ss. 1251 et seq.), the Clean Air Act as amended (42
      U.S.C. ss.ss. 1251 et seq.) and any regulations promulgated pursuant
      thereto.

      (13) Loan Document Status. Each Note, Mortgage, Assignment of Leases and
other agreement that evidences or secures such Mortgage Loan and was executed by
or on behalf of the related Borrower is the legal, valid and binding obligation
of the maker thereof (subject to any non-recourse provisions contained in any of
the foregoing agreements and any applicable state anti-deficiency or market
value limit deficiency legislation), enforceable in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally, and by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law) and there is
no valid defense, counterclaim or right of offset or rescission available to the
related Borrower with respect to such Note, Mortgage or other agreement.

      (14) Insurance. Each Mortgaged Property is, and is required pursuant to
the related Mortgage to be, insured by (a) a fire and extended perils insurance
policy providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, to the extent required as of the
date of origination by the originator of such Mortgage Loan consistent with its
normal commercial mortgage lending practices, against other risks insured
against with respect to similarly situated properties in the locality of the
Mortgaged Property (so-called "all risk" coverage) in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements located at the Mortgaged Property, and
contains no provisions for a deduction for depreciation, and not less than the
amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property; (b) a business interruption or rental loss
insurance policy, in an amount at least equal to six months of operations of the
Mortgaged Property; (c) a flood insurance policy (if any portion of buildings or
other structures on the Mortgaged Property are located in an area identified by
the Federal Emergency Management Agency as having special flood hazards and the
Federal Emergency Management Agency requires flood insurance to be maintained);
and (d) a comprehensive general liability insurance policy in amounts as are
generally required by commercial mortgage lenders, for properties of similar
types and in any event not less than $1 million per occurrence. Such insurance
policy contains a standard mortgagee clause that names the lender as an
additional insured in the case of liability insurance policies and as a loss
payee in the case of property insurance policies and requires prior notice to
the holder of the Mortgage of termination or cancellation. No such notice has
been received, including any notice of nonpayment of premiums, that has not been
cured. Each Mortgage obligates the related Borrower to maintain all such
insurance and, upon such Borrower's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Borrower's cost and expense and
to seek reimbursement therefor from such Borrower. Each Mortgage provides that
casualty insurance proceeds will be applied (a) to the restoration or repair of
the related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Borrower, or (c) to the reduction of the principal
amount of the Mortgage Loan. For each Mortgaged Property located in a Zone 3 or
Zone 4 seismic zone, either: (i) a seismic report which indicated a PML of less
than 20% was prepared, based on a 450- or 475-year lookback with a 10%
probability of exceedance in a 50-year period, in connection with the
origination of the Mortgage Loan secured by such Mortgaged Property or (ii) the
improvements for the Mortgaged Property are insured against earthquake damage.

      (15) Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the
related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered delinquent or unpaid
until the date on which interest or penalties would be first payable thereon.

      (16) Borrower Bankruptcy. No Borrower is, to the Seller's knowledge, a
debtor in any state or federal bankruptcy or insolvency proceeding.

      (17) Leasehold Estate. Each Mortgaged Property consists of a fee simple
estate in real estate or, if the related Mortgage Loan is secured in whole or in
part by the interest of a Borrower as a lessee under a ground lease of a
Mortgaged Property (a "Ground Lease"), by the related Borrower's interest in the
Ground Lease but not by the related fee interest in such Mortgaged Property (the
"Fee Interest"), and as to such Ground Leases:

            (a) Such Ground Lease or a memorandum thereof has been or will be
      duly recorded; such Ground Lease (or the related estoppel letter or lender
      protection agreement between the Seller and related lessor) does not
      prohibit the current use of the Mortgaged Property and does not prohibit
      the interest of the lessee thereunder to be encumbered by the related
      Mortgage; and there has been no material change in the payment terms of
      such Ground Lease since the origination of the related Mortgage Loan, with
      the exception of material changes reflected in written instruments that
      are a part of the related Mortgage File;

            (b) The lessee's interest in such Ground Lease is not subject to any
      liens or encumbrances superior to, or of equal priority with, the related
      Mortgage, other than Permitted Encumbrances;

            (c) The Borrower's interest in such Ground Lease is assignable to
      the Depositor and the Trustee as its assignee upon notice to, but without
      the consent of, the lessor thereunder (or, if such consent is required, it
      has been obtained prior to the Closing Date) and, in the event that it is
      so assigned, is further assignable by the Depositor and its successors and
      assigns upon notice to, but without the need to obtain the consent of,
      such lessor or if such lessor's consent is required it cannot be
      unreasonably withheld;

            (d) Such Ground Lease is in full force and effect, and the Ground
      Lease provides that no material amendment to such Ground Lease is binding
      on a lender unless the lender has consented thereto, and the Seller has
      received no notice that an event of default has occurred thereunder, and,
      to the Seller's knowledge, there exists no condition that, but for the
      passage of time or the giving of notice, or both, would result in an event
      of default under the terms of such Ground Lease;

            (e) Such Ground Lease, or an estoppel letter or other agreement, (A)
      requires the lessor under such Ground Lease to give notice of any default
      by the lessee to the holder of the Mortgage; and (B) provides that no
      notice of termination given under such Ground Lease is effective against
      the holder of the Mortgage unless a copy of such notice has been delivered
      to such holder and the lessor has offered or is required to enter into a
      new lease with such holder on terms that do not materially vary from the
      economic terms of the Ground Lease.

            (f) A lender is permitted a reasonable opportunity (including, where
      necessary, sufficient time to gain possession of the interest of the
      lessee under such Ground Lease) to cure any default under such Ground
      Lease, which is curable after the receipt of notice of any such default,
      before the lessor thereunder may terminate such Ground Lease;

            (g) Such Ground Lease has an original term (including any extension
      options set forth therein) which extends not less than twenty years beyond
      the Maturity Date of the related Mortgage Loan;

            (h) Under the terms of such Ground Lease and the related Mortgage,
      taken together, any related insurance proceeds or condemnation award
      awarded to the holder of the ground lease interest will be applied either
      (A) to the repair or restoration of all or part of the related Mortgaged
      Property, with the lender or a trustee appointed by the related Mortgage
      having the right to hold and disburse such proceeds as the repair or
      restoration progresses (except in such cases where a provision entitling a
      third party to hold and disburse such proceeds would not be viewed as
      commercially unreasonable by a prudent commercial mortgage lender), or (B)
      to the payment of the outstanding principal balance of the Mortgage Loan
      together with any accrued interest thereon;

            (i) Such Ground Lease does not impose any restrictions on subletting
      which would be viewed as commercially unreasonable by prudent commercial
      mortgage lenders lending on a similar Mortgaged Property in the lending
      area where the Mortgaged Property is located; and such Ground Lease
      contains a covenant that the lessor thereunder is not permitted, in the
      absence of an uncured default, to disturb the possession, interest or
      quiet enjoyment of the lessee thereunder for any reason, or in any manner,
      which would materially adversely affect the security provided by the
      related Mortgage;

            (j) Such Ground Lease requires the lessor to enter into a new lease
      upon termination of such Ground Lease if the Ground Lease is rejected in a
      bankruptcy proceeding; and

            (k) Such Ground Lease may not be amended or modified or any such
      amendment or modification will not be effective against the lender without
      the prior written consent of the lender under such Mortgage Loan, and any
      such action without such consent is not binding on such lender, its
      successors or assigns; provided, however, that termination or cancellation
      without such consent may be binding on the lender if (i) an event of
      default occurs under the Ground Lease, (ii) notice is provided to the
      lender and (iii) such default is curable by the lender as provided in the
      Ground Lease but remains uncured beyond the applicable cure period.

      (18) Escrow Deposits. All escrow deposits and payments relating to each
Mortgage Loan that are, as of the Closing Date, required to be deposited or paid
have been so deposited or paid.

      (19) LTV Ratio. The gross proceeds of each Mortgage Loan to the related
Borrower at origination did not exceed the non-contingent principal amount of
the Mortgage Loan and either: (a) such Mortgage Loan is secured by an interest
in real property having a fair market value (i) at the date the Mortgage Loan
was originated, at least equal to 80 percent of the original principal balance
of the Mortgage Loan or (ii) at the Closing Date, at least equal to 80 percent
of the principal balance of the Mortgage Loan on such date; provided that for
purposes hereof, the fair market value of the real property interest must first
be reduced by (x) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (a)(i) and (a)(ii) of this paragraph 19 shall
be made on a pro rata basis in accordance with the fair market values of the
Mortgaged Properties securing such cross-collateralized Mortgage Loans); or (b)
substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property that served as the only security for such
Mortgage Loan (other than a recourse feature or other third party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)).

      (20) Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

      (21) Advancement of Funds by the Seller. No holder of a Mortgage Loan has
advanced funds or induced, solicited or knowingly received any advance of funds
from a party other than the owner of the related Mortgaged Property, directly or
indirectly, for the payment of any amount required by such Mortgage Loan.

      (22) No Mechanics' Liens. Each Mortgaged Property is free and clear of any
and all mechanics' and materialmen's liens that are prior or equal to the lien
of the related Mortgage, except, in each case, for liens insured against by the
Title Policy referred to herein, and no rights are outstanding that under law
could give rise to any such lien that would be prior or equal to the lien of the
related Mortgage except, in each case, for liens insured against by the Title
Policy referred to herein.

      (23) Compliance with Laws. Except as otherwise specifically disclosed in
an exception in Schedule V to this Agreement to another representation and
warranty made by the seller in this Exhibit A, at origination, each Mortgage
Loan complied with all applicable federal, state and local statutes and
regulations. Each Mortgage Loan complied with (or is exempt from) all applicable
usury laws in effect at its date of origination.

      (24) Cross-collateralization. No Mortgage Loan is cross-collateralized or
cross-defaulted with any loan other than one or more other Mortgage Loans.

      (25) Releases of Mortgaged Property. Except as described in the next
sentence, no Note or Mortgage requires the lender to release all or any material
portion of the related Mortgaged Property that was included in the appraisal for
such Mortgaged Property, and/or generates income from the lien of the related
Mortgage except upon payment in full of all amounts due under the related
Mortgage Loan or in connection with the defeasance provisions of the related
Note and Mortgage. Except as disclosed in Schedule V to this Agreement or the
Prospectus Supplement with respect to Crossed Mortgage Loans and Mortgage Loans
secured by multiple Mortgaged Properties, no Mortgage Loan requires the lender
to grant releases of portions of the related Mortgaged Properties except upon
(a) the satisfaction of certain legal and underwriting requirements and/or (b)
the payment of a release price and prepayment consideration in connection
therewith. Except as described in the first sentence hereof and for those
Mortgage Loans identified on Schedule V to this Agreement, no Mortgage Loan
permits the full or partial release or substitution of collateral unless the
lender or servicer can require the Borrower to provide an opinion of tax counsel
to the effect that such release or substitution of collateral (a) would not
constitute a "significant modification" of such Mortgage Loan within the meaning
of Treasury Regulations Section 1.860G-2(b)(2) and (b) would not cause such
Mortgage Loan to fail to be a "qualified mortgage" within the meaning of Section
860G(a)(3)(A) of the Code. The loan documents require the related Borrower to
bear the cost of such opinion.

      (26) No Equity Participation or Contingent Interest. No Mortgage Loan
contains any equity participation by the lender or provides for negative
amortization (except that the ARD Trust Mortgage Loan may provide for the
accrual of interest at an increased rate after the Anticipated Repayment Date)
or for any contingent or additional interest in the form of participation in the
cash flow of the related Mortgaged Property.

      (27) No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller elsewhere in this Exhibit A or
the exceptions listed in Schedule V to this Agreement.

      (28) Inspections. The Seller (or if the Seller is not the originator, the
originator of the Mortgage Loan) has inspected or caused to be inspected each
Mortgaged Property in connection with the origination of the related Mortgage
Loan.

      (29) Local Law Compliance. Based on due diligence considered reasonable by
prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.

      (30) Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien (other than a Permitted Encumbrance) junior to the lien of the related
Mortgage.

      (31) Actions Concerning Mortgage Loans. To the knowledge of the Seller,
there are no actions, suits or proceedings before any court, administrative
agency or arbitrator concerning any Mortgage Loan, Borrower or related Mortgaged
Property that might adversely affect title to the Mortgaged Property or the
validity or enforceability of the related Mortgage or that might materially and
adversely affect the value of the Mortgaged Property as security for the
Mortgage Loan or the use for which the premises were intended.

      (32) Servicing. The servicing and collection practices used by the Seller
or any prior holder or servicer of each Mortgage Loan have been in all material
respects legal, proper and prudent and have met customary industry standards.

      (33) Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan or as of the date of
the sale of the related Mortgage Loan by the Seller hereunder, the related
Borrower was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated.

      (34) Collateral in Trust. The Note for each Mortgage Loan is not secured
by a pledge of any collateral that has not been assigned to the Depositor.

      (35) Due on Sale. Each Mortgage Loan contains a "due on sale" clause,
which provides for the acceleration of the payment of the unpaid principal
balance of the Mortgage Loan if, without prior written consent of the holder of
the Mortgage, the property subject to the Mortgage or any material portion
thereof, or a controlling interest in the related Borrower, is transferred, sold
or encumbered by a junior mortgage or deed of trust; provided, however, that
certain Mortgage Loans provide a mechanism for the assumption of the loan by a
third party upon the Borrower's satisfaction of certain conditions precedent,
and upon payment of a transfer fee, if any, or transfer of interests in the
Borrower or constituent entities of the Borrower to a third party or parties
related to the Borrower upon the Borrower's satisfaction of certain conditions
precedent.

      (36) Non-Recourse Exceptions. The Mortgage Loan Documents for each
Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Borrower, provided that at least one natural person
(and the Borrower if the Borrower is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Borrower, misappropriation of rents, insurance proceeds
or condemnation awards and breaches of the environmental covenants in the
Mortgage Loan Documents.

      (37) REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage" as
such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages).

      (38) Prepayment Premiums. As of the applicable date of origination of each
such Mortgage Loan, any prepayment premiums and yield maintenance charges
payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted customary prepayment premiums and yield maintenance
charges for commercial mortgage loans of the Seller.

      (39) [Reserved].

      (40) Single Purpose Entity. The Borrower on each Mortgage Loan with a
Cut-off Date Principal Balance in excess of $10 million, was, as of the
origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a
"Single Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one or more of the
Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging
in any business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan Documents, substantially to the effect that it does not
have any assets other than those related to its interest in, and operation of,
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
Documents, that it has its own books and records and accounts separate and apart
from any other person (other than a Borrower for a Mortgage Loan that is
cross-collateralized and cross-defaulted with the related Mortgage Loan), and
that it holds itself out as a legal entity, separate and apart from any other
person.

      (41) Defeasance and Assumption Costs. The related Mortgage Loan Documents
provide that the related borrower is responsible for the payment of all
reasonable costs and expenses of the lender incurred in connection with (i) the
defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and (ii) the approval of an assumption of such Mortgage Loan.

      (42) Defeasance. No Mortgage Loan provides that it can be defeased until a
date that is more than two years after the Closing Date or provides that it can
be defeased with any property other than government securities (as defined in
Section 2(a)(16) of the Investment Company Act of 1940, as amended) or any
direct non-callable security issued or guaranteed as to principal or interest by
the United States.

      (43) Authorized To Do Business. To the extent required under applicable
law as of the date of origination, and necessary for the enforceability or
collectability of the Mortgage Loan, the originator of such Mortgage Loan was
authorized to do business in the jurisdiction in which the related Mortgaged
Property is located at all times when it originated and held the Mortgage Loan.

      (44) Terrorism Insurance. With respect to each Mortgage Loan that has a
Stated Principal Balance as of the Cut-off Date that is greater than or equal to
$20,000,000, the related "all risk" insurance policy and business interruption
policy do not specifically exclude acts of terrorism from coverage. With respect
to each other Mortgage Loan, the related "all risk" insurance policy and
business interruption policy did not, as of the date of origination of the
Mortgage Loan, and, to the Seller's knowledge, does not as of the date hereof,
specifically exclude acts of terrorism from coverage. With respect to each of
the Mortgage Loans, the related Mortgage Loan Documents do not expressly waive
or prohibit the lender from requiring coverage for acts of terrorism or damages
related thereto, except to the extent that any right to require such coverage
may be limited by commercially reasonable availability, or as otherwise
indicated on Schedule V to this Agreement.

      (45) Operating Statements and Rent Rolls. In the case of each Mortgage
Loan, the related Mortgage Loan Documents require the related Borrower, in some
cases at the request of the lender, to provide to the holder of such Mortgage
Loan operating statements and rent rolls not less frequently than annually
(except if the Mortgage Loan has an outstanding principal balance of less than
or equal to $3,500,000 as of the Cut-off Date or the related Mortgaged Property
has only one tenant, in either of which cases, the Mortgage Loan Documents
require the Borrower, in some cases at the request of the lender, to provide to
the holder of such Mortgage Loan operating statements and (if there is more than
one tenant) rent rolls and/or financial statements of the Borrower annually),
and such other information as may be required therein.

      (46) Appraisals. An appraisal of the related Mortgaged Property was
conducted in connection with the origination of such Mortgage Loan, and such
appraisal satisfied the guidelines in Title XI of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989, as in effect on the date such
Mortgage Loan was originated.



                                                                       EXHIBIT B

                             AFFIDAVIT OF LOST NOTE

STATE OF NEW YORK       )
                        )  ss.:
COUNTY OF NEW YORK      )

            _________________________________, being duly sworn, deposes and
says:

            1. that he is an authorized signatory of KeyBank National
Association ("KeyBank");

            2. that KeyBank is the owner and holder of a mortgage loan in the
original principal amount of $__________________ secured by a mortgage (the
"Mortgage") on the premises known as ___________________________ located in
_________________ ;

            3. (a) that KeyBank, after having conducted a diligent investigation
of its records and files, has been unable to locate the following original note
and believes that said original note has been lost, misfiled, misplaced or
destroyed due to a clerical error:

            a note in the original sum of $_____________ made by ____________ ,
            to KeyBank National Association, under date of ______________ (the
            "Note");

            4. that the Note is now owned and held by KeyBank;

            5. that the Note has not been paid off, satisfied, assigned,
transferred, encumbered, endorsed, pledged, hypothecated, or otherwise disposed
of and that the original Note has been either lost, misfiled, misplaced or
destroyed;

            6. that no other person, firm, corporation or other entity has any
right, title, interest or claim in the Note except KeyBank; and

            7. upon assignment of the Note by KeyBank to Credit Suisse First
Boston Mortgage Securities Corp. (the "Depositor") and subsequent assignment by
the Depositor to the trustee for the benefit of the holders of the Credit Suisse
First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through
Certificates, Series 2008-C1 (the "Trustee") (which assignment may, at the
discretion of the Depositor, be made directly by KeyBank to the Trustee) KeyBank
covenants and agrees (a) promptly to deliver to the Trustee the original Note if
it is subsequently found, and (b) to indemnify and hold harmless the Trustee and
its successors and assigns from and against any and all costs, expenses and
monetary losses arising as a result of KeyBank's failure to deliver said
original Note to the Trustee.

                                       KEYBANK NATIONAL ASSOCIATION,

                                       By:____________________________________
                                          Name:
                                          Title:

Sworn to before me
this ________ day of [     ], 200[__]

EX-10.3

                                  EXHIBIT 10.3

                    NatCity Mortgage Loan Purchase Agreement

                                  See attached




                                                                  EXECUTION COPY

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













              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                   (Depositor)



                                       and



                               NATIONAL CITY BANK
                                    (Seller)


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

                        MORTGAGE LOAN PURCHASE AGREEMENT



                            Dated as of April 1, 2008

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











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



                                TABLE OF CONTENTS



Section 1    Transactions on or Prior to the Closing Date......................
Section 2    Closing Date Actions..............................................
Section 3    Conveyance of Mortgage Loans......................................
Section 4    Depositor's Conditions to Closing.................................
Section 5    Seller's Conditions to Closing....................................
Section 6    Representations and Warranties of Seller..........................
Section 7    Obligations of Seller.............................................
Section 8    Crossed Loans.....................................................
Section 9    Representations and Warranties of Depositor.......................
Section 10   Survival of Certain Representations, Warranties and Covenants.....
Section 11   Transaction Expenses..............................................
Section 12   Recording Costs and Expenses......................................
Section 13   Notices...........................................................
Section 14   Examination of Mortgage Files.....................................
Section 15   Successors........................................................
Section 16   Governing Law.....................................................
Section 17   Severability......................................................
Section 18   Further Assurances................................................
Section 19   Counterparts......................................................
Section 20   Treatment as Security Agreement...................................
Section 21   Recordation of Agreement..........................................
Section 22   Notice of Exchange Act Reportable Events..........................

Schedule I   Schedule of Transaction Terms
Schedule II  Mortgage Loan Schedule
Schedule III Mortgage Loans Constituting Crossed Groups
Schedule IV  Mortgage Loans with Lost Notes
Schedule V   Exceptions to Seller's Representations and Warranties
Exhibit A    Representations and Warranties Regarding the Mortgage Loans
Exhibit B    Form of Lost Note Affidavit




                        MORTGAGE LOAN PURCHASE AGREEMENT

            This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of April 1, 2008, is made by and between NATIONAL CITY BANK, a national banking
association ("Seller"), and CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES
CORP., a Delaware corporation ("Depositor").

                                    RECITALS

            I. Capitalized terms used herein without definition have the
meanings ascribed to them in the Schedule of Transaction Terms attached hereto
as Schedule I, which is incorporated herein by this reference, or, if not
defined therein, in the Pooling and Servicing Agreement specified on such
Schedule of Transaction Terms.

            II. On the Closing Date, and on the terms set forth herein, Seller
has agreed to sell to Depositor and Depositor has agreed to purchase from Seller
the mortgage loans identified on the schedule (the "Mortgage Loan Schedule")
annexed hereto as Schedule II (each such mortgage loan, a "Mortgage Loan" and,
collectively, the "Mortgage Loans"). Depositor intends to deposit the Mortgage
Loans and other assets into a trust fund (the "Trust Fund") created pursuant to
the Pooling and Servicing Agreement and to cause the issuance of the
Certificates.

                                    AGREEMENT

            NOW, THEREFORE, on the terms and conditions set forth below and for
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, Depositor and Seller agree as follows:

            Section 1. Transactions on or Prior to the Closing Date. On or prior
to the Closing Date, Seller shall have delivered the Mortgage Files with respect
to each of the Mortgage Loans listed in the Mortgage Loan Schedule to Wells
Fargo Bank, N.A. as trustee (the "Trustee") or its designee, pursuant to an
arrangement between Seller and the Trustee; provided, however, that, item (xvi)
in the definition of Mortgage File (below) shall be delivered to the Master
Servicer for inclusion in the Servicer File (defined below) with a copy
delivered to the Trustee for inclusion in the Mortgage File; and provided,
further, that Seller shall pay (or cause the related Borrower to pay) any costs
of the assignment or amendment of each letter of credit described under such
item (xvi) required in order for the Trustee to draw on such letter of credit
pursuant to the terms of the Pooling and Servicing Agreement and shall deliver
the related assignment or amendment documents within thirty (30) days after the
Closing Date, which period may be extended by thirty (30) days as provided in
the Pooling and Servicing Agreement. In addition, prior to such assignment or
amendment of a letter of credit, Seller will take all necessary steps to enable
the Master Servicer to draw on the related letter of credit on behalf of the
Trustee pursuant to the terms of the Pooling and Servicing Agreement, including,
if necessary, drawing on the letter of credit in its own name pursuant to
written instructions to draw from the Master Servicer and upon receipt,
immediately remitting the proceeds of such draw (or causing such proceeds to be
remitted) to the Master Servicer.

            Section 2. Closing Date Actions. The sale of the Mortgage Loans
shall take place on the Closing Date, subject to and simultaneously with the
deposit of the Mortgage Loans into the Trust Fund, the issuance of the
Certificates, the sale of the Publicly Offered Certificates by Depositor to the
Underwriters pursuant to the Underwriting Agreement and the sale of the Private
Certificates by Depositor to the Initial Purchasers pursuant to the Certificate
Purchase Agreement. The closing (the "Closing") shall take place at the offices
of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, New
York 10281, or such other location as agreed upon between the parties hereto. On
the Closing Date, the following actions shall take place in sequential order on
the terms set forth herein:

                  (i) Seller shall sell to Depositor, and Depositor shall
      purchase from Seller, the Mortgage Loans pursuant to this Agreement for
      the Mortgage Loan Purchase Price payable in accordance with instructions
      previously provided to Depositor by Seller. The Mortgage Loan Purchase
      Price shall be paid by Depositor to Seller or at its direction by wire
      transfer in immediately available funds to an account designated by Seller
      on or prior to the Closing Date. The "Mortgage Loan Purchase Price" paid
      by Depositor shall be equal to the amount that Depositor and Seller have
      mutually agreed upon as the "Net Securitization Proceeds/Fees" under the
      heading "National City Share" in the Closing Statement (which amount
      includes, without limitation, accrued interest and is less those costs and
      expenses to be paid by Seller, including those expenses to be paid
      pursuant to Section 11 hereof).

                  (ii) Pursuant to the terms of the Pooling and Servicing
      Agreement, Depositor shall transfer all of its right, title and interest
      in, to and under the Mortgage Loans to the Trustee (for the benefit of the
      Holders of the Certificates) in exchange for the issuance of the
      Certificates to or at the direction of Depositor.

                  (iii) Depositor shall sell to the Underwriters, and the
      Underwriters shall purchase from Depositor, the Publicly Offered
      Certificates pursuant to the Underwriting Agreement, and Depositor shall
      sell to the Initial Purchasers, and the Initial Purchasers shall purchase
      from Depositor, the Private Certificates pursuant to the Certificate
      Purchase Agreement.

                  (iv) The Underwriters will offer the Publicly Offered
      Certificates for sale to the public pursuant to the Prospectus and the
      Prospectus Supplement and the Initial Purchasers will privately place
      certain classes of the Private Certificates pursuant to the Offering
      Circular.

            Section 3. Conveyance of Mortgage Loans. Effective as of the Closing
Date, subject only to Seller's receipt of the Mortgage Loan Purchase Price,
Seller does hereby assign, transfer, set over and otherwise convey, without
recourse, to Depositor, free and clear of any liens, claims or other
encumbrances, all of Seller's right, title and interest in, to and under: (i)
each of the Mortgage Loans identified on the Mortgage Loan Schedule and (ii) all
property of Seller described in Section 20(b) of this Agreement, including,
without limitation, (A) all scheduled payments of interest and principal due on
or with respect to the Mortgage Loans after the Cut-off Date and (B) all other
payments of interest, principal or prepayment premiums received on or with
respect to the Mortgage Loans after the Cut-off Date, other than any such
payments of interest or principal or prepayment premiums that were due on or
prior to the Cut-off Date. The parties acknowledge that such assignment,
transfer, setting over and other conveyance shall not be construed to limit any
obligation of Seller and any servicing rights of KeyCorp Real Estate Capital
Markets, Inc. under that certain servicing rights purchase agreement, dated as
of April 1, 2008, between Seller and KeyCorp Real Estate Capital Markets, Inc.
The Mortgage File for each Mortgage Loan shall contain the following documents
on a collective basis:

                  (i) the original Note (or with respect to those Mortgage Loans
      listed in Schedule IV hereto, a "lost note affidavit" substantially in the
      form of Exhibit B hereto and a true and complete copy of the Note),
      bearing, or accompanied by, all prior and intervening endorsements or
      assignments showing a complete chain of endorsement or assignment from the
      applicable Mortgage Loan Originator either in blank or to Seller, and
      further endorsed (at the direction of Depositor given pursuant to this
      Agreement) by Seller, on its face or by allonge attached thereto, without
      recourse, either in blank or to the order of the Trustee in the following
      form: "Pay to the order of Wells Fargo Bank, N.A., as trustee for the
      registered Holders of Credit Suisse First Boston Mortgage Securities
      Corp., Commercial Mortgage Pass-Through Certificates, Series 2008-C1,
      without recourse, representation or warranty, express or implied";

                  (ii) a duplicate original Mortgage or a counterpart thereof
      or, if such Mortgage has been returned by the related recording office,
      (A) an original, (B) a certified copy or (C) a copy thereof from the
      applicable recording office, and originals or counterparts (or originals,
      certified copies or copies from the applicable recording office) of any
      intervening assignments thereof from the applicable Mortgage Loan
      Originator to Seller, in each case in the form submitted for recording or,
      if recorded, with evidence of recording indicated thereon;

                  (iii) an original assignment of the Mortgage, in recordable
      form (except for any missing recording information and, if applicable,
      completion of the name of the assignee), from Seller (or the applicable
      Mortgage Loan Originator) either in blank or to "Wells Fargo Bank, N.A.,
      as trustee for the registered Holders of Credit Suisse First Boston
      Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
      Series 2008-C1";

                  (iv) an original, counterpart or copy of any related
      Assignment of Leases (if such item is a document separate from the
      Mortgage), and the originals, counterparts or copies of any intervening
      assignments thereof from the applicable Mortgage Loan Originator of the
      Mortgage Loan to Seller, in each case in the form submitted for recording
      or, if recorded, with evidence of recording thereon;

                  (v) an original assignment of any related Assignment of Leases
      (if such item is a document separate from the Mortgage), in recordable
      form (except for any missing recording information and, if applicable,
      completion of the name of the assignee), from Seller (or the applicable
      Mortgage Loan Originator), either in blank or to "Wells Fargo Bank, N.A.,
      as trustee for the registered Holders of Credit Suisse First Boston
      Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
      Series 2008-C1," which assignment may be included as part of an omnibus
      assignment covering other documents relating to the Mortgage Loan
      (provided that such omnibus assignment is effective and in recordable form
      under applicable law);

                  (vi) an original or true and complete copy of any related
      Security Agreement (if such item is a document separate from the
      Mortgage), and the originals or copies of any intervening assignments
      thereof from the applicable Mortgage Loan Originator to Seller;

                  (vii) an original assignment of any related Security Agreement
      (if such item is a document separate from the Mortgage), from Seller (or
      the applicable Mortgage Loan Originator) either in blank or to "Wells
      Fargo Bank, N.A., as trustee for the registered Holders of Credit Suisse
      First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
      Certificates, Series 2008-C1," which assignment may be included as part of
      an omnibus assignment covering other documents relating to the Mortgage
      Loan (provided that such omnibus assignment is effective under applicable
      law);

                  (viii) originals or copies of all (A) assumption agreements,
      (B) modifications, (C) written assurance agreements and (D) substitution
      agreements, together with any evidence of recording thereon or in the form
      submitted for recording, in those instances where the terms or provisions
      of the Mortgage, Note or any related security document have been modified
      or the Mortgage Loan has been assumed;

                  (ix) the original lender's title insurance policy or a copy
      thereof (together with all endorsements or riders that were issued with or
      subsequent to the issuance of such policy), or if the policy has not yet
      been issued, the original or a copy of a binding written commitment (which
      may be a pro forma or specimen title insurance policy which has been
      accepted or approved in writing by the related title insurance company, or
      an interim binder that is "marked up" as binding and countersigned by the
      title company, which in any case is binding on the title insurance
      company), insuring the priority of the Mortgage as a first lien on the
      related Mortgaged Property, relating to such Mortgage Loan;

                  (x) the original or a counterpart of any guaranty of the
      obligations of the Borrower under the Mortgage Loan;

                  (xi) UCC acknowledgement, certified or other copies of all UCC
      Financing Statements and continuation statements which show the filing or
      recording thereof (including the filing number or other similar filing
      information) or, alternatively, other evidence of filing or recording
      (including the filing number or other similar filing information)
      acceptable to the Trustee (including, without limitation, evidence of such
      filed or recorded UCC Financing Statement as shown on a written UCC search
      report from a reputable search firm, such as CSC/LexisNexis Document
      Solutions, Corporation Service Company, CT Corporation System and the like
      or printouts of on-line confirmations from such UCC filing or recording
      offices or authorized agents thereof), sufficient to perfect (and maintain
      the perfection of) the security interest held by the applicable Mortgage
      Loan Originator (and each assignee of record prior to the Trustee) in and
      to the personalty of the Borrower at the Mortgaged Property, and original
      UCC Financing Statement assignments, in a form suitable for filing or
      recording, sufficient to assign each such UCC Financing Statement to the
      Trustee;

                  (xii) the original or copy of the power of attorney (with
      evidence of recording thereon) granted by the Borrower if the Mortgage,
      Note or other document or instrument referred to above was not signed by
      the Borrower;

                  (xiii) with respect to any debt of a Borrower permitted under
      the related Mortgage Loan, an original or copy of a subordination
      agreement, standstill agreement or other intercreditor, co-lender or
      similar agreement relating to such other debt, if any, including any
      mezzanine loan documents or preferred equity documents;

                  (xiv) with respect to any Cash Collateral Accounts and
      Lock-Box Accounts, an original or copy of any related account control
      agreement;

                  (xv) an original or copy of any related Loan Agreement (if
      separate from the related Mortgage), and an original or copy of any
      related Lock-Box Agreement or Cash Collateral Account Agreement (if
      separate from the related Mortgage and Loan Agreement);

                  (xvi) the originals and copies of letters of credit, if any,
      relating to the Mortgage Loans and amendments thereto which entitles the
      Trust to draw thereon; provided that in connection with the delivery of
      the Mortgage File to the Trust, such originals shall be delivered to the
      Master Servicer and copies thereof shall be delivered to the Trustee;

                  (xvii) any related environmental insurance policies and any
      environmental guarantees or indemnity agreements or copies thereof;

                  (xviii) the original or a copy of the ground lease and ground
      lease estoppels, if any, and of any amendments, modifications or
      extensions thereto, if any;

                  (xix) the original or copy of any property management
      agreement;

                  (xx) without duplication with clause (xiii) above, a copy of
      the mortgage note evidencing the related B Loan, if any;

                  (xxi) copies of franchise agreements and franchisor comfort
      letters, if any, for hospitality properties; and

                  (xxii) a checklist of the related Mortgage Loan Documents
      included in the subject Mortgage File.

            Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan, Seller cannot deliver, or cause to be delivered, an original,
counterpart or certified copy, as applicable, of any of the documents and/or
instruments required to be delivered pursuant to clauses (ii) (relating to
Mortgages), (iv) (relating to Assignments of Leases), (viii) (relating to
assumption agreements, modifications, written assurance agreements and
substitution agreements), (xi) (relating to UCC Financing Statements and related
documents)(other than assignments of UCC Financing Statements to be recorded or
filed in accordance with the transfer contemplated by this Agreement) and (xii)
(relating to powers of attorney) of the last sentence of the first paragraph of
this Section 3, with evidence of recording or filing thereon on the Closing
Date, solely because of a delay caused by the public recording or filing office
where such document or instrument has been delivered for recordation or filing,
the delivery requirements of such last sentence of such first paragraph of this
Section 3 should be deemed to have been satisfied and such non-delivered
document or instrument shall be deemed to have been included in the Mortgage
File; provided that Seller: (i) shall deliver, or cause to be delivered, to the
Trustee or its designee and the Master Servicer a duplicate original or true
copy of such document or instrument (certified by the applicable public
recording or filing office, the applicable title insurance company or Seller to
be a true and complete duplicate original or photocopy of the original thereof
submitted for recording or filing) on the Closing Date; and (ii) shall deliver,
or cause to be delivered, to the Trustee or its designee (with a copy thereof to
the Master Servicer) either the original of such non-delivered document or
instrument, or a photocopy thereof (certified by the appropriate public
recording or filing office to be a true and complete copy of the original
thereof submitted for recording or filing), with evidence of recording or filing
thereon within 120 days of the Closing Date, which period may be extended up to
two times, in each case for an additional period of 45 days provided that
Seller, as certified in writing to the Trustee prior to each such 45-day
extension, is in good faith attempting to obtain from the appropriate county
recorder's office such original or photocopy.

            Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan, Seller cannot deliver, or cause to be delivered, an original,
counterpart or certified copy, as applicable, of any of the documents and/or
instruments required to be delivered pursuant to clauses (ii) (relating to
Mortgages), (iv) (relating to Assigments of Leases), (viii) (relating to
assumption agreements, modifications, written assurance agreements and
substitution agreements), (xi) (relating to UCC Financing Statements and related
documents) (other than assignments of UCC Financing Statements to be recorded or
filed in accordance with the transfer contemplated by this Agreement) and (xii)
(relating to powers of attorney) of the last sentence of the first paragraph of
this Section 3, with evidence of recording or filing thereon for any other
reason, including without limitation, that such non-delivered document or
instrument has been lost, the delivery requirements of this Agreement shall be
deemed to have been satisfied and such non-delivered document or instrument
shall be deemed to have been included in the related Mortgage File if a
photocopy or duplicate original of such non-delivered document or instrument
(with evidence of recording or filing thereon and certified by the appropriate
recording or filing office to be a true and complete copy of the original
thereof as filed or recorded) is delivered to the Trustee or its designee on or
before the Closing Date.

            Notwithstanding the foregoing, in the event that Seller fails, as to
any Mortgage Loan, to deliver any UCC Financing Statement assignment with the
filing or recording information of the related UCC Financing Statement, solely
because such UCC Financing Statement has not been returned to Seller by the
applicable public filing or recording office where such UCC Financing Statement
has been delivered for filing or recording, Seller shall not be in breach of its
obligations with respect to such delivery, provided that Seller promptly
forwards such UCC Financing Statement to the Trustee or its designee (with a
copy to the Master Servicer) upon its return from the applicable filing or
recording office, together with the related original UCC Financing Statement
assignment in a form appropriate for filing or recording.

            Notwithstanding the foregoing, Seller may elect, at its sole cost
and expense, to engage a third-party contractor to prepare or complete in proper
form for filing or recording any and all of the assignments of Mortgage,
assignments of Assignments of Leases and assignments of UCC Financing Statements
to the Trustee to be delivered pursuant to clauses (iii), (v), and (xi) of the
last sentence of the first paragraph of this Section 3 (collectively, the
"Assignments"), to submit such Assignments for filing and recording, as the case
may be, in the applicable public filing and recording offices and to deliver
such Assignments to the Trustee or its designee (with a copy to the Master
Servicer) as such Assignments (or certified copies thereof) are received from
the applicable filing and recording offices with evidence of such filing or
recording indicated thereon. However, in the event Seller engages a third-party
contractor as contemplated in the immediately preceding sentence, the rights,
duties and obligations of Seller pursuant to this Agreement remain binding on
Seller.

            Within ten (10) Business Days after the Closing Date, Seller shall
deliver the Servicer Files with respect to each of the Mortgage Loans to the
Master Servicer (or, if applicable, to a Sub-Servicer (with a copy to the Master
Servicer) at the direction of the Master Servicer), under the Pooling and
Servicing Agreement on behalf of the Trustee in trust for the benefit of the
Certificateholders. Each such Servicer File shall contain all documents and
records in Seller's possession relating to the Mortgage Loans and constituting
the related Servicing Files (as defined in the Pooling and Servicing Agreement).

            For purposes of this Section 3, and notwithstanding any contrary
provision hereof or of the definition of "Mortgage File," if there exists with
respect to any group of Crossed Loans only one original or certified copy of any
document or instrument described in the definition of "Mortgage File" which
pertains to all of the Crossed Loans in such group of Crossed Loans, the
inclusion of the original or certified copy of such document or instrument in
the Mortgage File for any of such Crossed Loans and the inclusion of a copy of
such original or certified copy in each of the Mortgage Files for the other
Crossed Loans in such group of Crossed Loans, shall be deemed to constitute the
inclusion of such original or certified copy, as the case may be, in the
Mortgage File for each such Crossed Loan.

            Seller shall, promptly after the Closing Date, but in all events
within three (3) Business Days after the Closing Date, cause all funds on
deposit in escrow accounts maintained with respect to the Mortgage Loans in the
name of Seller or any other name, to be transferred to or at the direction of
the Master Servicer (or, if applicable, to a Sub-Servicer at the direction of
the Master Servicer).

            The Trustee, as assignee or transferee of Depositor, shall be
entitled to all scheduled principal payments due after the Cut-off Date, all
other payments of principal due and collected after the Cut-off Date, and all
payments of interest on the Mortgage Loans, minus that portion of any such
payment which is allocable to the period on or prior to the Cut-off Date. All
scheduled payments of principal due on or before the Cut-off Date and collected
after the Cut-off Date, together with the accompanying interest payments, shall
belong to Seller.

            Upon the sale of the Mortgage Loans from Seller to Depositor
pursuant hereto, the ownership of each Note, the related Mortgage and the
contents of the related Mortgage File shall be vested in Depositor and the
ownership of all records and documents that constitute the Servicer File with
respect to the related Mortgage Loan shall immediately vest in Depositor. All
Monthly Payments, Principal Prepayments and other amounts received by Seller and
not otherwise belonging to Seller pursuant to this Agreement shall be sent by
Seller within three (3) Business Days after Seller's receipt thereof to the
Master Servicer via wire transfer for deposit by the Master Servicer into the
Collection Account.

            Seller shall, under generally accepted accounting principles, report
its transfer of the Mortgage Loans to Depositor, as provided herein, as a sale
of the Mortgage Loans to Depositor in exchange for the consideration specified
in Section 2 hereof. In connection with the foregoing, Seller shall cause all of
its financial and accounting records to reflect such transfer as a sale (as
opposed to a secured loan). Seller shall at all times following the Closing Date
cause all of its records and financial statements and any relevant consolidated
financial statements of any direct or indirect parent to clearly reflect that
the Mortgage Loans have been transferred to Depositor and are no longer
available to satisfy claims of Seller's creditors.

            After Seller's transfer of the Mortgage Loans to Depositor, as
provided herein, Seller shall not take any action inconsistent with Depositor's
ownership (or the ownership by any of Depositor's assignees) of the Mortgage
Loans. Except for actions that are the express responsibility of another party
hereunder or under the Pooling and Servicing Agreement, and further except for
actions that Seller is expressly permitted to complete subsequent to the Closing
Date, Seller shall, on or before the Closing Date, take all actions required
under applicable law to effectuate the transfer of the Mortgage Loans by Seller
to Depositor.

            Section 4. Depositor's Conditions to Closing. The obligations of
Depositor to purchase the Mortgage Loans and pay the Mortgage Loan Purchase
Price at the Closing Date under the terms of this Agreement are subject to the
satisfaction of each of the following conditions at or before the Closing:

            (a) Each of the obligations of Seller required to be performed by it
on or prior to the Closing Date pursuant to the terms of this Agreement shall
have been duly performed and complied with in all material respects; all of the
representations and warranties of Seller under this Agreement (subject to the
exceptions set forth in the Exception Report) shall be true and correct in all
material respects as of the Closing Date; no event shall have occurred with
respect to Seller or any of the Mortgage Loans and related Mortgage Files which,
with notice or the passage of time, would constitute a material default under
this Agreement; and Depositor shall have received certificates to the foregoing
effect signed by authorized officers of Seller.

            (b) Depositor, or if directed by Depositor, the Trustee or
Depositor's attorneys or other designee, shall have received in escrow, all of
the following closing documents, in such forms as are agreed upon and reasonably
acceptable to Depositor and Seller, duly executed by all signatories other than
Depositor, as required pursuant to the respective terms thereof:

                  (i) the Mortgage Files, subject to the provisos of Section 1
      of this Agreement, which shall have been delivered to and held by the
      Trustee or its designee on behalf of Seller;

                  (ii) the Mortgage Loan Schedule;

                  (iii) the certificate of Seller confirming its representations
      and warranties set forth in Section 6 (subject to the exceptions set forth
      in the Exception Report) as of the Closing Date;

                  (iv) an opinion or opinions of Seller's counsel, dated the
      Closing Date, covering various corporate matters and such other matters as
      shall be reasonably required by Depositor;

                  (v) such other certificates of Seller's officers or others and
      such other documents to evidence fulfillment of the conditions set forth
      in this Agreement as Depositor or its counsel may reasonably request; and

                  (vi) all other information, documents, certificates, or
      letters with respect to the Mortgage Loans or Seller and its Affiliates as
      are reasonably requested by Depositor in order for Depositor to perform
      any of it obligations or satisfy any of the conditions on its part to be
      performed or satisfied pursuant to any sale of Mortgage Loans by Depositor
      as contemplated herein.

            (c) Seller shall have performed or complied with all other terms and
conditions of this Agreement which it is required to perform or comply with at
or before the Closing and shall have the ability to perform or comply with all
duties, obligations, provisions and terms which it is required to perform or
comply with after the Closing.

            (d) Seller shall have delivered to the Trustee, on or before the
Closing Date, five limited powers of attorney in favor of the Trustee and the
Special Servicer empowering the Trustee and, in the event of the failure or
incapacity of the Trustee, the Special Servicer, to record, at the expense of
Seller, any Mortgage Loan Documents required to be recorded and any intervening
assignments with evidence of recording thereon that are required to be included
in the Mortgage Files. Seller shall reasonably cooperate with the Trustee and
the Special Servicer in connection with any additional powers or revisions
thereto that are requested by such parties.

            Section 5. Seller's Conditions to Closing. The obligations of Seller
under this Agreement shall be subject to the satisfaction, on the Closing Date,
of the following conditions:

            (a) Each of the obligations of Depositor required to be performed by
it on or prior to the Closing Date pursuant to the terms of this Agreement shall
have been duly performed and complied with in all material respects; and all of
the representations and warranties of Depositor under this Agreement shall be
true and correct in all material respects as of the Closing Date; and no event
shall have occurred with respect to Depositor which, with notice or the passage
of time, would constitute a material default under this Agreement, and Seller
shall have received certificates to that effect signed by authorized officers of
Depositor.

            (b) Seller shall have received all of the following closing
documents, in such forms as are agreed upon and reasonably acceptable to Seller
and Depositor, duly executed by all signatories other than Seller, as required
pursuant to the respective terms thereof:

                  (i) an officer's certificate of Depositor, dated as of the
      Closing Date, with the resolutions of Depositor authorizing the
      transactions set forth therein, together with copies of the charter,
      by-laws and certificate of good standing dated as of a recent date of
      Depositor; and

                  (ii) such other certificates of its officers or others, such
      opinions of Depositor's counsel and such other documents required to
      evidence fulfillment of the conditions set forth in this Agreement as
      Seller or its counsel may reasonably request.

            (c) Depositor shall have performed or complied with all other terms
and conditions of this Agreement which it is required to perform or comply with
at or before the Closing and shall have the ability to perform or comply with
all duties, obligations, provisions and terms which it is required to perform or
comply with after Closing.

            Section 6. Representations and Warranties of Seller. Seller
represents and warrants to Depositor as of the date hereof, as follows:

                  (i) Seller is duly organized and is validly existing as a
      national banking association in good standing under the laws of the United
      States. Seller has conducted and is conducting its business so as to
      comply in all material respects with all applicable statutes and
      regulations of regulatory bodies or agencies having jurisdiction over it,
      except where the failure so to comply would not have a materially adverse
      effect on the performance by Seller of this Agreement, and there is no
      charge, action, suit or proceeding before or by any court, regulatory
      authority or governmental agency or body pending or, to the knowledge of
      Seller, threatened, which is reasonably likely to materially and adversely
      affect the performance by Seller of this Agreement or the consummation of
      transactions contemplated by this Agreement.

                  (ii) Seller has the full power, authority and legal right to
      hold, transfer and convey the Mortgage Loans and to execute and deliver
      this Agreement (and all agreements and documents executed and delivered by
      Seller in connection herewith) and to perform all transactions of Seller
      contemplated by this Agreement (and all agreements and documents executed
      and delivered by Seller in connection herewith). Seller has duly
      authorized the execution, delivery and performance of this Agreement (and
      all agreements and documents executed and delivered by Seller in
      connection herewith), and has duly executed and delivered this Agreement
      (and all agreements and documents executed and delivered by Seller in
      connection herewith). This Agreement (and each agreement and document
      executed and delivered by Seller in connection herewith), assuming due
      authorization, execution and delivery thereof by each other party thereto,
      constitutes the legal, valid and binding obligation of Seller enforceable
      in accordance with its terms, except as such enforcement may be limited by
      bankruptcy, fraudulent transfer, insolvency, reorganization, receivership,
      moratorium or other laws relating to or affecting the rights of creditors
      generally, by general principles of equity (regardless of whether such
      enforcement is considered in a proceeding in equity or at law) and by
      considerations of public policy.

                  (iii) Neither the execution, delivery and performance of this
      Agreement, nor the fulfillment of or compliance with the terms and
      conditions of this Agreement by Seller, will (A) conflict with or result
      in a breach of any of the terms, conditions or provisions of Seller's
      articles or certificate of incorporation and bylaws or similar type
      organizational documents, as applicable; (B) conflict with, result in a
      breach of, or constitute a default or result in an acceleration under, any
      agreement or instrument to which Seller is now a party or by which it (or
      any of its properties) is bound if compliance therewith is necessary (1)
      to ensure the enforceability of this Agreement or (2) for Seller to
      perform its duties and obligations under this Agreement (or any agreement
      or document executed and delivered by Seller in connection herewith); (C)
      conflict with or result in a breach of any legal restriction if compliance
      therewith is necessary (1) to ensure the enforceability of this Agreement
      or (2) for Seller to perform its duties and obligations under this
      Agreement (or any agreement or document executed and delivered by Seller
      in connection herewith); (D) result in the violation of any law, rule,
      regulation, order, judgment or decree to which Seller or its property is
      subject if compliance therewith is necessary (1) to ensure the
      enforceability of this Agreement or (2) for Seller to perform its duties
      and obligations under this Agreement (or any agreement or document
      executed and delivered by Seller in connection herewith); or (E) result in
      the creation or imposition of any lien, charge or encumbrance that would
      have a material adverse effect upon Seller's ability to perform its duties
      and obligations under this Agreement (or any agreement or document
      executed and delivered by Seller in connection herewith), or materially
      impair the ability of Depositor to realize on the Mortgage Loans.

                  (iv) Seller is solvent and the sale of the Mortgage Loans (1)
      will not cause Seller to become insolvent and (2) is not intended by
      Seller to hinder, delay or defraud any of its present or future creditors.
      After giving effect to its transfer of the Mortgage Loans, as provided
      herein, the value of Seller's assets, either taken at their present fair
      saleable value or at fair valuation, will exceed the amount of Seller's
      debts and obligations, including contingent and unliquidated debts and
      obligations of Seller, and Seller will not be left with unreasonably small
      assets or capital with which to engage in and conduct its business. Seller
      does not intend to, and does not believe that it will, incur debts or
      obligations beyond its ability to pay such debts and obligations as they
      mature. No proceedings looking toward liquidation, dissolution or
      bankruptcy of Seller are pending or contemplated.

                  (v) No consent, approval, authorization or order of, or
      registration or filing with, or notice to, any court or governmental
      agency or body having jurisdiction or regulatory authority over Seller is
      required for (A) Seller's execution, delivery and performance of this
      Agreement (or any agreement or document executed and delivered by Seller
      in connection herewith), (B) Seller's transfer and assignment of the
      Mortgage Loans, or (C) the consummation by Seller of the transactions
      contemplated by this Agreement (or any agreement or document executed and
      delivered by Seller in connection herewith) or, to the extent so required,
      such consent, approval, authorization, order, registration, filing or
      notice has been obtained, made or given (as applicable), except for the
      filing or recording of assignments and other Mortgage Loan Documents
      contemplated by the terms of this Agreement and except that Seller may not
      be duly qualified to transact business as a foreign corporation or
      licensed in one or more states if such qualification or licensing is not
      necessary to ensure the enforceability of this Agreement (or any agreement
      or document executed and delivered by Seller in connection herewith).

                  (vi) In connection with its sale of the Mortgage Loans, Seller
      is receiving new value. The consideration received by Seller upon the sale
      of the Mortgage Loans constitutes at least fair consideration and
      reasonably equivalent value for the Mortgage Loans.

                  (vii) Seller does not believe, nor does it have any reason or
      cause to believe, that it cannot perform each and every covenant of Seller
      contained in this Agreement (or any agreement or document executed and
      delivered by Seller in connection herewith).

                  (viii) There are no actions, suits or proceedings pending or,
      to Seller's knowledge, threatened in writing against Seller which are
      reasonably likely to draw into question the validity of this Agreement (or
      any agreement or document executed and delivered by Seller in connection
      herewith) or which, either in any one instance or in the aggregate, are
      reasonably likely to materially impair the ability of Seller to perform
      its duties and obligations under this Agreement (or any agreement or
      document executed and delivered by Seller in connection herewith).

                  (ix) Seller's performance of its duties and obligations under
      this Agreement (and each agreement or document executed and delivered by
      Seller in connection herewith) is in the ordinary course of business of
      Seller and Seller's transfer, assignment and conveyance of the Mortgage
      Loans pursuant to this Agreement are not subject to the bulk transfer or
      similar statutory provisions in effect in any applicable jurisdiction. The
      Mortgage Loans do not constitute all or substantially all of Seller's
      assets.

                  (x) Seller has not dealt with any Person that may be entitled,
      by reason of any act or omission of Seller, to any commission or
      compensation in connection with the sale of the Mortgage Loans to
      Depositor hereunder except for (A) the reimbursement of expenses as
      described herein or otherwise in connection with the transactions
      described in Section 2 hereof and (B) the commissions or compensation owed
      to the Underwriters or the Initial Purchasers.

                  (xi) Seller is not in default or breach of any agreement or
      instrument to which Seller is now a party or by which it (or any of its
      properties) is bound which breach or default would materially and
      adversely affect the ability of Seller to perform its obligations under
      this Agreement.

                  (xii) The representations and warranties contained in Exhibit
      A hereto, subject to the exceptions to such representations and warranties
      set forth on Schedule V hereto, are true and correct in all material
      respects as of the date hereof with respect to the Mortgage Loans
      identified on Schedule II.

                  (xiii) At the Time of Sale (as defined in the Indemnification
      Agreement), the information set forth in any Disclosure Information (as
      defined in the Indemnification Agreement), as last forwarded to each
      prospective investor at or prior to the date on which a contract for sale
      was entered into with such prospective investor, (i) does not contain any
      untrue statement of a material fact or omit to state any material fact
      necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading and (ii) complies with the
      requirements of and contains all of the applicable information required by
      Regulation AB (as defined in the Indemnification Agreement); but only to
      the extent that (i) such information regards the Mortgage Loans and is
      contained in the Loan Detail (as defined in the Indemnification Agreement)
      or, to the extent consistent therewith, the Diskette (as defined in the
      Indemnification Agreement) or (ii) such information regarding the Seller
      or the Mortgage Loans was contained in the Confidential Offering Circular
      or the Prospectus Supplement under the headings "Summary of Prospectus
      Supplement--Relevant Parties/Entities--Sponsors and Mortgage Loan
      Sellers," "--The Underlying Mortgage Loans" and "--Source of the
      Underlying Mortgage Loans," "Risk Factors," "Description of the Sponsors
      and Mortgage Loan Sellers" and "Description of the Underlying Mortgage
      Loans" and such information does not represent an incorrect restatement or
      an incorrect aggregation of correct information regarding the Mortgage
      Loans contained in the Loan Detail (as defined in the Indemnification
      Agreement); provided that, the Seller makes no representation or warranty
      to the extent that any such untrue statement or omission or alleged untrue
      statement or omission was made as a result of an error in the manipulation
      of, or an error in any calculations based upon, or an error in any
      aggregation (other than an aggregation made in the Loan Detail by the
      Seller) of, the numerical, financial and/or statistical information
      regarding the Mortgage Loan Seller Information (as defined in the
      Indemnification Agreement).

            Section 7. Obligations of Seller. Each of the representations and
warranties contained in or required to be made by Seller pursuant to Section 6
of this Agreement shall survive the sale of the Mortgage Loans and shall
continue in full force and effect, notwithstanding any restrictive or qualified
endorsement on the Notes and notwithstanding subsequent termination of this
Agreement or the Pooling and Servicing Agreement. The representations and
warranties contained in or required to be made by Seller pursuant to Section 6
of this Agreement shall not be impaired by any review or examination of the
Mortgage Files or other documents evidencing or relating to the Mortgage Loans
or any failure on the part of Depositor to review or examine such documents and
shall inure to the benefit of the initial transferee of the Mortgage Loans from
Depositor including, without limitation, the Trustee for the benefit of the
Holders of the Certificates, notwithstanding (1) any restrictive or qualified
endorsement on any Note, assignment of Mortgage or reassignment of Assignment of
Leases or (2) any termination of this Agreement prior to the Closing, but shall
not inure to the benefit of any subsequent transferee thereafter.

            If any Certificateholder, the Master Servicer, the Special Servicer
or the Trustee discovers or receives notice of a breach of any of the
representations or warranties made by Seller with respect to the Mortgage Loans
(subject to the exceptions to such representations and warranties set forth in
the Exception Report), as of the date hereof in Section 6(xii) or as of the
Closing Date pursuant to Section 4(b)(iii) (in any such case, a "Breach"), or
discovers or receives notice that (a) any document required to be included in
the Mortgage File related to any Mortgage Loan is not in the Trustee's (or its
designee's) possession within the time period required herein or (b) such
document has not been properly executed or is otherwise defective on its face
(clause (a) and clause (b) each, a "Defect" (which term shall include the
"Defects" described in the immediately following paragraph) in the related
Mortgage File), such party shall give notice to the Master Servicer, the Special
Servicer, the Trustee and the Rating Agencies. If the Master Servicer or the
Special Servicer determines that such Breach or Defect materially and adversely
affects the value of any Mortgage Loan or REO Trust Mortgage Loan or the
interests of the Holders of any Class of Certificates (in which case such Breach
or Defect shall be a "Material Breach" or a "Material Defect," as applicable),
it shall give prompt written notice of such Breach or Defect to the Depositor,
the Trustee, the Master Servicer, the Special Servicer and the Seller and shall
request that the Seller not later than the earlier of 90 days from the receipt
by the Seller of such notice or discovery by the Seller of such Breach or Defect
(subject to the second succeeding paragraph, the "Initial Resolution Period"):
(i) cure such Breach or Defect in all material respects; (ii) repurchase the
affected Mortgage Loan at the applicable Purchase Price (as defined in the
Pooling and Servicing Agreement); or (iii) substitute, in accordance with the
Pooling and Servicing Agreement, one or more Qualified Substitute Trust Mortgage
Loans (as defined in the Pooling and Servicing Agreement) for such affected
Mortgage Loan (provided that in no event shall any substitution occur later than
the second anniversary of the Closing Date) and pay the Master Servicer for
deposit into the Collection Account any Substitution Shortfall Amount (as
defined in the Pooling and Servicing Agreement) in connection therewith;
provided, however, that Seller shall have an additional 90 days to cure such
Material Breach or Material Defect if all of the following conditions are
satisfied: (i) such Material Breach or Material Defect is capable of being cured
but not within the Initial Resolution Period; (ii) such Material Breach or
Material Defect does not cause the related Mortgage Loan not to be a "qualified
mortgage" (within the meaning of Section 860G(a)(3) of the Code); (iii) Seller
has commenced and is diligently proceeding with the cure of such Material Breach
or Material Defect within the Initial Resolution Period; and (iv) Seller has
delivered to the Rating Agencies, the Master Servicer, the Special Servicer and
the Trustee an Officer's Certificate that describes the reasons that the cure
was not effected within the Initial Resolution Period and the actions that it
proposes to take to effect the cure and that states that it anticipates the cure
will be effected within the additional 90-day period. If there exists a Breach
of any representation or warranty that the related Mortgage Loan Documents or
any particular Mortgage Loan Document requires the related Borrower to bear the
costs and expenses associated with any particular action or matter under such
Mortgage Loan Document(s), then Seller shall cure such Breach within the Initial
Resolution Period by reimbursing the Trust Fund (by wire transfer of immediately
available funds to the Collection Account) the reasonable amount of any such
costs and expenses incurred by the Master Servicer, the Special Servicer, the
Trustee or the Trust Fund that are the basis of such Breach and have not been
reimbursed by the related Borrower; provided, however, that in the event any
such costs and expenses exceed $10,000, Seller shall have the option to either
repurchase the related Mortgage Loan at the applicable Purchase Price, replace
such Mortgage Loan and pay any applicable Substitution Shortfall Amount or pay
such costs and expenses. Except as provided in the proviso to the immediately
preceding sentence, Seller shall remit the amount of such costs and expenses and
upon its making such remittance, Seller shall be deemed to have cured such
Breach in all respects. With respect to any repurchase of a Mortgage Loan
hereunder or any substitution of one or more Qualified Substitute Trust Mortgage
Loans for a Mortgage Loan hereunder, (A) no such substitution may be made in any
calendar month after the Determination Date for such month; (B) scheduled
payments of principal and interest due with respect to the Qualified Substitute
Trust Mortgage Loan(s) after the Due Date in the month of substitution, and
scheduled payments of principal and interest due with respect to each Mortgage
Loan being repurchased or replaced after the related Cut-off Date and received
by the Master Servicer or the Special Servicer on behalf of the Trust on or
prior to the related date of repurchase or substitution, shall be part of the
Trust Fund; and (C) scheduled payments of principal and interest due with
respect to each such Qualified Substitute Trust Mortgage Loan on or prior to the
Due Date in the month of substitution, and scheduled payments of principal and
interest due with respect to each Mortgage Loan being repurchased or replaced
and received by the Master Servicer or the Special Servicer on behalf of the
Trust after the related date of repurchase or substitution, shall not be part of
the Trust Fund, and Seller (or, if applicable, any person effecting the related
repurchase or substitution in the place of Seller) shall be entitled to receive
such payments promptly following receipt by the Master Servicer or the Special
Servicer, as applicable, under the Pooling and Servicing Agreement.

            Any of the following will cause a document in the Mortgage File to
be deemed to have a "Material Defect": (a) the absence from the Mortgage File of
the original signed Note, unless the Mortgage File contains a signed lost note
affidavit and indemnity; (b) the absence from the Mortgage File of the original
signed Mortgage, unless there is included in the Mortgage File a certified copy
of the Mortgage as recorded or as sent for recordation, together with a
certificate stating that the original signed Mortgage was sent for recordation,
or a copy of the Mortgage and the related recording information; (c) the absence
from the Mortgage File of the item called for by clause (ix) (relating to
evidence of title insurance) of the last sentence of the first paragraph of
Section 3 hereof; (d) the absence from the Mortgage File of any intervening
assignments required to create an effective assignment to the Trustee on behalf
of the Trust, unless there is included in the Mortgage File a certified copy of
the intervening assignment as recorded or as sent for recordation, together with
a certificate stating that the original intervening assignment was sent for
recordation; (e) the absence from the Mortgage File (or the Servicer File) of
any required original letter of credit (as required in the provisos of Section 1
hereof), provided that such Defect may be cured by any substitute letter of
credit or cash reserve on behalf of the related Borrower; (f) the absence from
the Mortgage File of the original or a copy of any required ground lease; or (g)
solely in the case of a Mortgage Loan secured by a Mortgaged Property operated
as a hospitality property, the absence from the Mortgage File of the related
franchise agreement and/or franchisor comfort letter. In addition, Seller shall
cure any Defect described in clause (b), (c), (e) or (f) of the immediately
preceding sentence as required in Section 2.02(b) of the Pooling and Servicing
Agreement.

            Any Defect or Breach which causes any Mortgage Loan not to be a
"qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code)
shall be deemed a "Material Defect" or "Material Breach," as applicable, and the
Initial Resolution Period for the affected Mortgage Loan shall be 90 days
following the earlier of Seller's receipt of notice (pursuant to this Section 7)
with respect to, or its discovery of, such Defect or Breach (which period shall
not be subject to extension).

            If Seller does not, as required by this Section 7, correct or cure a
Material Breach or a Material Defect in all material respects within the
applicable Initial Resolution Period (as extended pursuant to this Section 7),
or if such Material Breach or Material Defect is not capable of being so
corrected or cured within such period, then Seller shall repurchase or
substitute for the affected Mortgage Loan as provided in this Section 7. If (i)
any Mortgage Loan is required to be repurchased or substituted for as provided
above, (ii) such Mortgage Loan is a Crossed Loan that is a part of a Crossed
Group (as defined below) and (iii) the applicable Breach or Defect does not
otherwise constitute a Breach or Defect, as the case may be, as to any other
Crossed Loan in such Crossed Group (without regard to this paragraph), then the
applicable Breach or Defect, as the case may be, will be deemed to constitute a
Breach or Defect, as the case may be, as to any other Crossed Loan in the
Crossed Group for purposes of the above provisions, and Seller will be required
to repurchase or substitute for such other Crossed Loan(s) in the related
Crossed Group in accordance with the provisions of this Section 7 unless such
other Crossed Loans satisfy the Crossed Trust Mortgage Loan Repurchase Criteria
(as defined in the Pooling and Servicing Agreement) and Seller can satisfy all
other criteria for substitution or repurchase of the affected Mortgage Loan(s)
set forth in the Pooling and Servicing Agreement. In the event that one or more
of such other Crossed Loans satisfy the Crossed Trust Mortgage Loan Repurchase
Criteria, Seller may elect either to repurchase or substitute for only the
affected Crossed Loan as to which the related Breach or Defect exists or to
repurchase or substitute for all of the Crossed Loans in the related Crossed
Group. Seller shall be responsible for the cost of any Appraisal required to be
obtained by the Master Servicer to determine if the Crossed Trust Mortgage Loan
Repurchase Criteria have been satisfied, so long as the scope and cost of such
Appraisal have been approved by Seller (such approval not to be unreasonably
withheld). For purposes of this paragraph, a "Crossed Group" is any group of
Mortgage Loans identified as a Crossed Group on Schedule III to this Agreement.

            Notwithstanding the foregoing, if there is a Material Breach or
Material Defect with respect to one or more Mortgaged Properties (but not all of
the Mortgaged Properties) with respect to a Mortgage Loan, Seller will not be
obligated to repurchase or substitute for the Mortgage Loan if the affected
Mortgaged Property may be released pursuant to the terms of any partial release
provisions in the related Mortgage Loan Documents and the remaining Mortgaged
Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan
Documents and (i) Seller provides an opinion of counsel to the effect that such
partial release would not cause an Adverse REMIC Event (as defined in the
Pooling and Servicing Agreement) to occur, (ii) Seller pays (or causes to be
paid) the applicable release price required under the Mortgage Loan Documents
and, to the extent not reimbursable out of the release price pursuant to the
related Mortgage Loan Documents, any additional amounts necessary to cover all
reasonable out-of-pocket expenses reasonably incurred by the Master Servicer,
the Special Servicer, the Trustee or the Trust Fund in connection therewith,
including any unreimbursed advances and interest thereon made with respect to
the Mortgaged Property that is being released, and (iii) such cure by release of
such Mortgaged Property is effected within the time periods specified for a cure
of a Material Breach or Material Defect in this Section 7.

            The Purchase Price or Substitution Shortfall Amount for any
repurchased or substituted Mortgage Loan shall be payable to Depositor or,
subsequent to the assignment of the Mortgage Loans to the Trustee, the Trustee
as its assignee, by wire transfer of immediately available funds to the account
designated by Depositor or the Trustee, as the case may be, and Depositor or the
Trustee, as the case may be, upon receipt of such funds, shall promptly release
the related Mortgage File and Servicer File or cause them to be released, to
Seller and shall execute and deliver such instruments of transfer or assignment
as shall be necessary to vest in Seller the legal and beneficial ownership of
such Mortgage Loan (including any property acquired in respect thereof or
proceeds of any insurance policy with respect thereto) and the related Mortgage
Loan Documents.

            It is understood and agreed that the obligations of Seller set forth
in this Section 7 to cure, substitute for or repurchase a Mortgage Loan
constitute the sole remedies available to Depositor and its successors and
assigns respecting any Breach or Defect affecting a Mortgage Loan.

            Section 8. Crossed Loans. With respect to any Crossed Loan conveyed
hereunder, to the extent that Seller repurchases or substitutes for an affected
Crossed Loan in the manner prescribed above while the Trustee continues to hold
any related Crossed Loans, Seller and Depositor (on behalf of its successors and
assigns) agree to modify, upon such repurchase or substitution, the related
Mortgage Loan Documents in a manner such that such affected Crossed Loan
repurchased or substituted by Seller, on the one hand, and any related Crossed
Loans still held by the Trustee, on the other, would no longer be
cross-defaulted or cross-collateralized with one another; provided that Seller
shall have furnished the Trustee, at Seller's expense, with an Opinion of
Counsel that such modification shall not cause an Adverse REMIC Event; and
provided, further, that if such Opinion of Counsel cannot be furnished, Seller
and Depositor hereby agree that such repurchase or substitution of only the
affected Crossed Loans, notwithstanding anything to the contrary herein, shall
not be permitted. Any reserve or other cash collateral or letters of credit
securing the subject Crossed Loans shall be allocated between such Mortgage
Loans in accordance with the Mortgage Loan Documents. All other terms of such
Mortgage Loans shall remain in full force and effect, without any modification
thereof.

            Section 9. Representations and Warranties of Depositor. Depositor
hereby represents and warrants to Seller as of the date hereof, as follows:

            (a) Depositor is duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with full
corporate power and authority to own its assets and conduct its business as it
is conducted, and is duly qualified as a foreign corporation in good standing in
all jurisdictions in which the ownership or lease of its property or the conduct
of its business requires such qualification (except where the failure to qualify
would not have a materially adverse effect on the consummation of any
transactions contemplated by this Agreement).

            (b) The execution and delivery by Depositor of this Agreement and
the performance of Depositor's obligations hereunder are within the corporate
power of Depositor and have been duly authorized by Depositor and neither the
execution and delivery by Depositor of this Agreement nor the compliance by
Depositor with the provisions hereof, nor the consummation by Depositor of the
transactions contemplated by this Agreement, will (i) conflict with or result in
a breach of, or constitute a default under, the certificate of incorporation or
by-laws of Depositor or, after giving effect to the consents or taking of the
actions contemplated by clause (ii) of this paragraph (b), any of the provisions
of any law, governmental rule, regulation, judgment, decree or order binding on
Depositor or its properties, or any of the provisions of any material indenture
or mortgage or any other material contract or other instrument to which
Depositor is a party or by which it is bound or result in the creation or
imposition of any lien, charge or encumbrance upon any of its properties
pursuant to the terms of any such indenture, mortgage, contract or other
instrument or (ii) require any consent of, notice to, or filing with any person,
entity or governmental body, which has not been obtained or made by Depositor,
except where, in any of the instances contemplated by clause (i) above or this
clause (ii), the failure to do so will not have a material and adverse effect on
the consummation of any transactions contemplated by this Agreement.

            (c) This Agreement has been duly executed and delivered by Depositor
and this Agreement constitutes a legal, valid and binding instrument,
enforceable against Depositor in accordance with its terms, subject, as to the
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium and other laws affecting the rights of creditors generally and to
general principles of equity and the discretion of the court (regardless of
whether enforcement of such remedies is considered in a proceeding in equity or
at law) and, as to rights of indemnification hereunder, subject to limitations
of public policy under applicable securities laws.

            (d) There is no litigation, charge, investigation, action, suit or
proceeding by or before any court, regulatory authority or governmental agency
or body pending or, to the knowledge of Depositor, threatened against Depositor
the outcome of which could be reasonably expected to materially and adversely
affect the consummation of any transactions contemplated by this Agreement.

            Section 10. Survival of Certain Representations, Warranties and
Covenants. The respective representations and warranties set forth in or made
pursuant to this Agreement, and the respective obligations of the parties hereto
under Sections 7 and 12 of this Agreement, will remain in full force and effect,
regardless of any investigation or statement as to the result thereof made by or
on behalf of any party and will survive payment for the various transfers
referred to herein and delivery of the Certificates or termination of this
Agreement.

            Section 11. Transaction Expenses. In connection with the Closing
(and unless otherwise expressly provided herein, including, without limitation,
in Section 12 of this Agreement), Seller shall be responsible for the fees and
expenses of its own counsel, and Depositor and Seller agree to pay the other
transaction expenses incurred in connection with the transactions herein
contemplated as set forth in the Closing Statement (or, if not covered thereby,
an expense shall be paid by the party incurring such expense).

            Section 12. Recording Costs and Expenses. Seller agrees to reimburse
the Trustee or its designee all recording and filing fees and expenses incurred
by the Trustee or its designee in connection with the recording or filing of the
Mortgage Loan Documents listed in Section 3 of this Agreement, including
Assignments. In the event Seller elects to engage a third-party contractor to
prepare, complete, file and record Assignments with respect to Mortgage Loans as
provided in Section 3 of this Agreement, Seller shall contract directly with
such contractor and shall be responsible for such contractor's compensation and
reimbursement of recording and filing fees and other reimbursable expenses
pursuant to their agreement.

            Section 13. Notices. All demands, notices and communications
hereunder shall be in writing and effective only upon receipt, and, (a) if sent
to Depositor, will be mailed, delivered or telecopied and confirmed to it at
Credit Suisse First Boston Mortgage Securities Corp., 11 Madison Avenue, 5th
Floor, New York, New York 10010, Attention: Edmund Taylor, Telecopy No.: (212)
743-4756 (with a copy to Casey McCutcheon, Esq., Legal & Compliance Department,
One Madison Avenue, 8th Floor, New York, New York, 10010, Telecopy No.: (917)
326-8433), or such other address or telecopy number as may be designated by
Depositor to Seller in writing, or (b) if sent to Seller, will be mailed,
delivered or telecopied and confirmed to it at National City Bank, 107 Elm
Street, 8th Floor, Stamford, Connecticut 06092, Attention: Steven Lorenz,
Telecopy No.: (203) 388-3388, or such other address or telecopy number as may be
designated by Seller to Depositor in writing.

            Section 14. Examination of Mortgage Files. Upon reasonable notice,
Seller, prior to the Closing Date, will make the Mortgage Files available to
Depositor or its agent for examination during normal business hours at Seller's
offices or such other location as shall otherwise be agreed upon by Depositor
and Seller. The fact that Depositor or its agent has conducted or has failed to
conduct any partial or complete examination of the Mortgage Files shall not
affect the rights of Depositor or the Trustee (for the benefit of the
Certificateholders) to demand cure, repurchase, or other relief as provided
herein.

            Section 15. Successors. This Agreement shall inure to the benefit of
and shall be binding upon Seller and Depositor and their respective successors
and permitted assigns, and nothing expressed in this Agreement is intended or
shall be construed to give any other Person any legal or equitable right, remedy
or claim under or in respect of this Agreement, or any provisions herein
contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of Seller and
Depositor and their respective successors and permitted assigns and for the
benefit of no other Person; it being understood that (a) the indemnities of
Seller contained in the Indemnification Agreement, relating to, among other
things, information regarding the Mortgage Loans in the Prospectus Supplement
and the Offering Circular, subject to all limitations therein contained, shall
also be for the benefit of the officers and directors of Depositor, the
Underwriters and the Initial Purchasers and any person or persons who control
Depositor, the Underwriters or the Initial Purchasers within the meaning of
Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of
1934, as amended, and (b) the rights of Depositor pursuant to this Agreement,
subject to all limitations herein contained, including those set forth in
Section 7 of this Agreement, may be assigned to the Trustee, for benefit of the
Certificateholders, as may be required to effect the purposes of the Pooling and
Servicing Agreement and, upon such assignment, the Trustee shall succeed to such
rights of Depositor hereunder; provided that the Trustee shall have no right to
further assign such rights to any other Person. No owner of a Certificate issued
pursuant to the Pooling and Servicing Agreement shall be deemed a successor or
permitted assign because of such ownership.

            Section 16. Governing Law. THIS AGREEMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT GIVING
EFFECT TO CHOICE OF LAW PRINCIPLES.

            Section 17. Severability. If any provision of this Agreement shall
be prohibited or invalid under applicable law, this Agreement shall be
ineffective only to such extent, without invalidating the remainder of this
Agreement.

            Section 18. Further Assurances. Depositor and Seller agree to
execute and deliver such instruments and take such actions as the other party
may, from time to time, reasonably request in order to effectuate the purpose
and to carry out the terms of this Agreement.

            Section 19. Counterparts. This Agreement may be executed in
counterparts (and by each of the parties hereto on different counterparts), each
of which when so executed and delivered will be an original, and all of which
together will be deemed to constitute but one and the same instrument.

            Section 20. Treatment as Security Agreement. It is the express
intent of the parties hereto that the conveyance of the Mortgage Loans by Seller
to Depositor as provided in this Agreement be, and be construed as, a sale of
the Mortgage Loans by Seller to Depositor. It is, further, not the intention of
the parties that such conveyance be deemed a pledge of the Mortgage Loans by
Seller to Depositor to secure a debt or other obligation of Seller. However, in
the event that, notwithstanding the intent of the parties, the Mortgage Loans
are held to be property of Seller or if for any reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans:

            (a) this Agreement shall hereby create a security agreement within
the meaning of Articles 8 and 9 of the Uniform Commercial Code in effect in the
applicable state;

            (b) the conveyance provided for in this Agreement shall hereby grant
from Seller to Depositor a security interest in and to all of Seller's right,
title, and interest, whether now owned or hereafter acquired, in and to:

                  (i) all accounts, contract rights (including any guarantees),
      general intangibles, chattel paper, instruments, documents, money, deposit
      accounts, certificates of deposit, goods, letters of credit, advices of
      credit and investment property consisting of, arising from or relating to
      any of the property described in the Mortgage Loans, including the related
      Notes, Mortgages and title, hazard and other insurance policies,
      identified on the Mortgage Loan Schedule, and all distributions with
      respect thereto payable after the Cut-off Date;

                  (ii) all accounts, contract rights, general intangibles,
      chattel paper, instruments, documents, money, deposit accounts,
      certificates of deposit, goods, letters of credit, advices of credit and
      investment property arising from or by virtue of the disposition of, or
      collections with respect to, or insurance proceeds payable with respect
      to, or claims against other persons with respect to, all or any part of
      the collateral described in clause (i) above (including any accrued
      discount realized on liquidation of any investment purchased at a
      discount), in each case, payable after the Cut-off Date; and

                  (iii) all cash and non-cash proceeds of the collateral
      described in clauses (i) and (ii) above payable after the Cut-off Date;

            (c) the possession by Depositor or its assignee of the Notes and
such other goods, letters of credit, advices of credit, instruments, money,
documents, chattel paper or certificated securities shall be deemed to be
possession by the secured party or possession by a purchaser or a person
designated by him or her, for purposes of perfecting the security interest
pursuant to the Uniform Commercial Code (including, without limitation, Sections
9-306, 9-313 and 9-314 thereof) as in force in the relevant jurisdiction;

            (d) notifications to persons holding such property, and
acknowledgments, receipts, confirmations from persons holding such property,
shall be deemed to be notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents of, or persons
holding for (as applicable), Depositor or its assignee for the purpose of
perfecting such security interest under applicable law; and

            (e) Seller at the direction of Depositor or its assignee, shall, to
the extent consistent with this Agreement, take such actions as may be necessary
to ensure that, if this Agreement were deemed to create a security interest in
the Mortgage Loans and the proceeds thereof, such security interest would be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. In connection
herewith, Depositor and its assignee shall have all of the rights and remedies
of a secured party and creditor under the Uniform Commercial Code as in force in
the relevant jurisdiction and may prepare and file such UCC Financing Statements
as may be necessary or appropriate to accomplish the foregoing.

            Section 21. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation following the Closing
Date in all appropriate public offices for real property records in all the
counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by Seller at
Seller's expense at the direction of Depositor accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of Depositor.

            Section 22. Notice of Exchange Act Reportable Events. The Seller
hereby agrees to deliver to the Depositor and the Trustee any disclosure
information relating to any event reasonably determined in good faith by the
Depositor as required to be reported on Form 8-K, Form 10-D or Form 10-K by the
Trust Fund (in formatting reasonably appropriate for inclusion in such form),
including, without limitation, the disclosure required under Items 1117 and 1119
of Regulation AB and Item 1.03 to Form 8-K. The Seller shall use commercially
reasonable efforts to deliver proposed disclosure language relating to any event
described under Items 1117 and 1119 of Regulation AB and Item 1.03 to Form 8-K
to the Trustee and the Depositor within one (1) Business Day of become aware of
such event giving rise to such disclosure and in any event no later than two (2)
Business Days of the Seller becoming aware of such event, and shall provide
disclosure relating to any other event reasonably determined by the Depositor as
required to be disclosed on Form 8-K, Form 10-D or Form 10-K within two (2)
Business Days following the Depositor's request for such disclosure language.
The obligation of the Seller to provide the above-referenced disclosure
materials will terminate upon the filing of the Form 15 with respect to the
Trust Fund as to that fiscal year in accordance with Section 12.10(a) of the
Pooling and Servicing Agreement. The Seller hereby acknowledges that the
information to be provided by it pursuant to this Section will be used in the
preparation of reports meeting the reporting requirements of the Trust under
Section 13(a) and/or Section 15(d) of the Exchange Act.

                                    * * *



            IN WITNESS WHEREOF, the parties hereto have caused this Mortgage
Loan Purchase Agreement to be duly executed and delivered as the date first
above written.

                              NATIONAL CITY BANK,
                              as Seller


                              By: /s/ Steve Lorenz
                                  -------------------------------------------
                                  Name: Steve Lorenz
                                  Title: Managing Director



                               CREDIT SUISSE FIRST BOSTON MORTGAGE
                               SECURITIES CORP.,
                               as Depositor


                               By: /s/ Jeffrey Altabef
                                  -------------------------------------------
                                  Name: Jeffrey Altabef
                                  Title: Vice President




                                                                      SCHEDULE I

                          SCHEDULE OF TRANSACTION TERMS

            This Schedule of Transaction Terms is appended to and incorporated
by reference in the Mortgage Loan Purchase Agreement (the "Agreement"), dated as
of April 1, 2008, between National City Bank and Credit Suisse First Boston
Mortgage Securities Corp. Capitalized terms used herein without definition have
the meanings given them in or by reference in the Agreement or, if not defined
in the Agreement, in the Pooling and Servicing Agreement.

            "Affiliate" means with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person.

            "Assignments" shall have the meaning given such term in Section 3 of
this Agreement.

            "Borrower" means the borrower under a Mortgage Loan.

            "Breach" shall have the meaning given such term in Section 7 of this
Agreement.

            "Certificate Purchase Agreement" means the Certificate Purchase
Agreement, dated March 28, 2008, among Column Financial, Inc. (solely with
respect to its obligations under Section 12 thereof), Depositor and the Initial
Purchasers.

            "Certificates" means the Credit Suisse First Boston Mortgage
            Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2008-C1.

            "Closing" shall have the meaning given that term in Section 2 of
this Agreement.

            "Closing Date" means April 18, 2008.

            "Closing Statement" means the closing statement dated as of the
Closing Date and signed by, among others, the parties to this Agreement.

            "Code" means the Internal Revenue Code of 1986, as amended.

            "Crossed Loan" means any Mortgage Loan which is cross-defaulted and
cross-collateralized with any other Mortgage Loan.

            "Crossed Group" shall have the meaning given such term in Section 7
of this Agreement.

            "Cut-off Date" means, individually and collectively, the applicable
Due Dates for the respective Mortgage Loans occurring in April 2008.

            "Defect" shall have the meaning given such term in Section 7 of this
Agreement.

            "Depositor" shall have the meaning given such term in the first
sentence of this Agreement.

            "Exception Report" means the exceptions with respect to the
representations and warranties made by Seller as to the Mortgage Loans in
Section 6(xii) and under the written certificate described in Section 4(b)(iii)
of this Agreement, which exceptions are set forth in Schedule V attached hereto
and made a part hereof.

            "Indemnification Agreement" means that certain indemnification
agreement, dated as of March 28, 2008, among the Underwriters, the Initial
Purchasers, National City and the Depositor.

            "Initial Purchasers" means Credit Suisse Securities (USA) LLC and
Morgan Stanley & Co. Incorporated.


            "Initial Resolution Period" shall have the meaning given such term
in Section 7 of this Agreement.

            "Loan Agreement" means, with respect to any Mortgage Loan, the loan
agreement, if any, between the related Mortgage Loan Originator and the related
Borrower, pursuant to which such Mortgage Loan was made.

            "Material Breach" shall have the meaning given such term in Section
7 of this Agreement.

            "Material Defect" shall have the meaning given such term in Section
7 of this Agreement.

            "Mortgage File" means, collectively, the documents and instruments
pertaining to a Mortgage Loan required to be included in the related Mortgage
File pursuant to Section 3 of this Agreement (subject to the first proviso in
Section 1 of this Agreement).

            "Mortgage Loan" and "Mortgage Loans" shall have the respective
meanings given such terms in Recital II of this Agreement.

            "Mortgage Loan Documents" means, collectively, the documents and
instruments pertaining to a Mortgage Loan to be included in either the related
Mortgage File or the related Servicer File.

            "Mortgage Loan Originator" means any institution which originated a
Mortgage Loan for a related Borrower.

            "Mortgage Loan Purchase Price" means the amount described in Section
2 of this Agreement.

            "Mortgage Loan Schedule" shall have the meaning given such term in
Recital II of this Agreement.

            "Offering Circular" means the confidential offering circular dated
March 28, 2008, describing certain classes of the Private Certificates.

            "Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement creating the Trust Fund and the interests therein, dated as of April
1, 2008, among Depositor, the Master Servicer, the Special Servicer and the
Trustee, including, without limitation, the exhibits and schedules annexed
thereto.

            "Private Certificates" means the Certificates that are not Publicly
Offered Certificates.

            "Prospectus" means the Prospectus dated March 18, 2008, that is a
part of Depositor's registration statement on Form S-3 (File No. 333-141613).

            "Prospectus Supplement" means the Prospectus Supplement, dated March
28, 2008, relating to the Publicly Offered Certificates.

            "Publicly Offered Certificates" means the Class A-1, Class A-2,
Class A-AB, Class A-3 and Class A-1-A Certificates.

            "Seller" shall have the meaning given such term in the first
sentence of this Agreement.

            "Servicer File" means, collectively, all documents, records and
copies pertaining to a Mortgage Loan that are required to be included in the
related Servicer File pursuant to Section 3 (subject to the first proviso in
Section 1).

            "Trust Fund" shall have the meaning given such term in Recital II of
this Agreement.

            "Trustee" shall have the meaning given such term in Section 1 of
this Agreement.

            "Underwriters" means Credit Suisse Securities (USA) LLC, Morgan
Stanley & Co. Incorporated and Deutsche Bank Securities Inc.; provided that
Deutsche Bank will not act as an Underwriter with respect to the Class A-2
Certificates).

            "Underwriting Agreement" means the Underwriting Agreement, dated
March 28, 2008, among Depositor, Column Financial, Inc. (solely with respect to
its obligations under Section 12 thereof) and the Underwriters.




                                                                     SCHEDULE II

                             MORTGAGE LOAN SCHEDULE

                                 [See Attached]



Commercial Mortgage Pass-Through Certificates Series 2008-C1
Schedule II




                                                                                                               Mortgage
#          Property Name                              Address                             City         State     Rate
- --   --------------------------   ------------------------------------------------   ---------------   -----   --------
                                                                                                
8    Southside Works              415 & 424 South 27th Street and 425 Cinema Drive     Pittsburgh       PA       6.4900%
22   Embassy Suites               1701 East 12th Street                                 Cleveland       OH       6.8000%
40   Hillcrest Manor Apartments   260 Oxford Drive                                     Winchester       KY       7.0450%
41   Premier Medical Center       2039 - 2055 Little Road                            New Port Richey    FL       7.0940%
51   Hillcrest Green Apartments   3317 SW 74th Street                                 Oklahoma City     OK       6.5330%


                     Rem.                            Orig            Rem.
       Cut-off     Term to    Maturity    ARD       Amort.          Amort.         ARD Trust
#    Balance (1)   Maturity     Date      Date       Term            Term        Mortgage Loan      Loan Seller
- --   -----------   --------   ---------   ----   -------------   -------------   -------------   ------------------
                                                                         
8    $32,900,000        117   1/1/2018    N/A              360             360        No         National City Bank
22    $9,058,021        114   10/1/2017   N/A              360             354        No         National City Bank
40    $4,462,099        116   12/1/2017   N/A              360             356        No         National City Bank
41    $4,265,000         56   12/1/2012   N/A    Interest Only   Interest Only        No         National City Bank
51    $2,631,405        116   12/1/2017   N/A              360             356        No         National City Bank


END

(1)   Based on a Cut-off date in April 2008.




                                                                    SCHEDULE III

                  MORTGAGE LOANS CONSTITUTING CROSSED GROUPS

                                      None





                                                                     SCHEDULE IV

                         MORTGAGE LOANS WITH LOST NOTES

Hillcrest Green Apartments





                                                                      SCHEDULE V

                             EXCEPTIONS TO SELLER'S
                         REPRESENTATIONS AND WARRANTIES

Reference is made to the Representations and Warranties set forth in Exhibit A
attached hereto corresponding to the paragraph numbers set forth below:

Rep. 25.    Release of Mortgaged Property.

With respect to Mortgage Loan No. 8, Southside Works, the borrower may obtain
the release of certain individual parcels through a partial defeasance, provided
that certain conditions are met, including: (i) no event of default shall have
occurred and be continuing, (ii) the principal amount of the note to be defeased
is equal to 120% of the allocated amount for the release parcel, (iii) the debt
service coverage ratio with respect to the remaining properties is no less than
the greater of (A) 1.20:1.00 or (B) the debt service coverage ratio immediately
prior to the partial release, (iv) the loan-to-value ratio with respect to the
remaining properties is no greater than the lesser of (A) 80% or (B) the
loan-to-value ratio immediately prior to the partial release, and (v) rating
agency confirmation of no withdrawal, downgrade or qualification of the ratings
of the REMIC securities on account of the partial defeasance.

Rep. 36.    Recourse.

Mortgage Loan No. 41, Premier Medical Center, has a non-recourse carveout
guaranty that is granted by an entity, and not by a natural person.




                                                                       EXHIBIT A

                         REPRESENTATIONS AND WARRANTIES
                          REGARDING THE MORTGAGE LOANS

            (1) Mortgage Loan Schedule. The information set forth in the
Mortgage Loan Schedule is true and correct in all material respects as of the
date of this Agreement and as of the Cut-off Date.

            (2) Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a
whole loan and not a participation interest in a mortgage loan. Immediately
prior to the transfer to the Depositor of the Mortgage Loans, the Seller had
good title to, and was the sole owner of, each Mortgage Loan. The Seller has
full right, power and authority to transfer and assign each of the Mortgage
Loans to or at the direction of the Depositor and has validly and effectively
conveyed (or caused to be conveyed) to the Depositor or its designee all of the
Seller's legal and beneficial interest in and to the Mortgage Loans free and
clear of any and all pledges, liens, charges, security interests and/or other
encumbrances. Upon the consummation of the transactions contemplated by this
Agreement, the Seller will have validly and effectively conveyed to the
Depositor all legal and beneficial interest in and to each Mortgage Loan free
and clear of any pledge, lien, charge, security interest or other encumbrance.
The sale of the Mortgage Loans to the Depositor or its designee does not require
the Seller to obtain any governmental or regulatory approval or consent that has
not been obtained. None of the Mortgage Loan Documents restricts the Seller's
right to transfer the Mortgage Loan to the Depositor or to the Trustee.

            (3) Payment Record. No scheduled payment of principal and interest
under any Mortgage Loan was 30 days or more past due as of the Cut-off Date, and
no Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-off Date.

            (4) Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Mortgage Loan constitutes a valid and, subject to the
exceptions set forth in paragraph 13 below, enforceable first priority lien upon
the related Mortgaged Property, prior to all other liens and encumbrances,
except for (a) the lien for current real estate taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters that are of public record and/or are referred to in
the related lender's title insurance policy, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy, (d) other
matters to which like properties are commonly subject, none of which matters
referred to in clauses (b), (c) or (d), individually or in the aggregate,
materially interferes with the security intended to be provided by such
Mortgage, the marketability or current use or operation of the Mortgaged
Property or the current ability of the Mortgaged Property to generate operating
income sufficient to service the Mortgage Loan debt and (e) if such Mortgage
Loan is cross-collateralized with any other Mortgage Loan, the lien of the
Mortgage for such other Mortgage Loan (the foregoing items (a) through (e) being
herein referred to as the "Permitted Encumbrances"). The related assignment of
such Mortgage executed and delivered in favor of the Trustee is in recordable
form and constitutes a legal, valid and binding assignment, sufficient to convey
to the assignee named therein all of the assignor's right, title and interest
in, to and under such Mortgage. Such Mortgage, together with any separate
security agreements, chattel mortgages or equivalent instruments, establishes
and creates a valid and, subject to the exceptions set forth in paragraph 13
below, enforceable security interest in favor of the holder thereof in all of
the related Borrower's personal property used in, and reasonably necessary to
operate, the related Mortgaged Property. In the case of a Mortgaged Property
operated as a hotel or an assisted living facility, the Borrower's personal
property includes all personal property that a prudent mortgage lender making a
similar Mortgage Loan would deem reasonably necessary to operate the related
Mortgaged Property as it is currently being operated. A Uniform Commercial Code
financing statement has been filed and/or recorded in all places necessary to
perfect a valid security interest in such personal property, to the extent a
security interest may be so created therein, and such security interest is a
first priority security interest, subject to any prior purchase money security
interest in such personal property and any personal property leases applicable
to such personal property. Notwithstanding the foregoing, no representation is
made as to the perfection of any security interest in rents or other personal
property to the extent that possession or control of such items or actions other
than the filing of Uniform Commercial Code financing statements are required in
order to effect such perfection.

            (5) Assignment of Leases and Rents. The Assignment of Leases related
to and delivered in connection with each Mortgage Loan establishes and creates a
valid, subsisting and, subject to the exceptions set forth in paragraph 13
below, enforceable first priority lien and first priority security interest in
the related Borrower's interest in all leases, sub-leases, licenses or other
agreements pursuant to which any person is entitled to occupy, use or possess
all or any portion of the real property subject to the related Mortgage, and
each assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases. If an Assignment of Leases exists with
respect to any Mortgage Loan (whether as a part of the related Mortgage or
separately), then the related Mortgage or related Assignment of Leases, subject
to applicable law, provides for, upon an event of default under the Mortgage
Loan, the appointment of a receiver for the collection of rents or for the
lender to enter into possession to collect the rents or for rents to be paid
directly to the lender.

            (6) Mortgage Status; Waivers and Modifications. No Mortgage has been
satisfied, cancelled, rescinded or subordinated in whole or in part, and the
related Mortgaged Property has not been released from the lien of such Mortgage,
in whole or in part (except for partial reconveyances of real property that are
set forth on Schedule V to this Agreement), nor has any instrument been executed
that would effect any such satisfaction, cancellation, subordination, rescission
or release, in any manner that, in each case, materially adversely affects the
value of the related Mortgaged Property. None of the terms of any Note, Mortgage
or Assignment of Leases has been impaired, waived, altered or modified in any
respect, except by written instruments, all of which are included in the related
Mortgage File and none of the Mortgage Loans has been materially modified since
April 1, 2008.

            (7) Condition of Property; Condemnation. With respect to (i) the
Mortgaged Properties securing the Mortgage Loans that were the subject of an
engineering report issued after the first day of the month that is 18 months
prior to the Closing Date, each Mortgaged Property is, to the Seller's
knowledge, free and clear of any damage (or adequate reserves therefor have been
established based on the engineering report) that would materially and adversely
affect its value as security for the related Mortgage Loan and (ii) the
Mortgaged Properties securing the Mortgage Loans that were not the subject of an
engineering report 18 months prior to the Closing Date as set forth on Schedule
V to this Agreement, each Mortgaged Property is in good repair and condition and
all building systems contained therein are in good working order (or adequate
reserves therefor have been established) and each Mortgaged Property is free of
structural defects, in each case, that would materially and adversely affect its
value as security for the related Mortgage Loan as of the date hereof. The
Seller has received no notice of the commencement of any proceeding for the
condemnation of all or any material portion of any Mortgaged Property. To the
Seller's knowledge (based on surveys and/or title insurance obtained in
connection with the origination of the Mortgage Loans), as of the date of the
origination of each Mortgage Loan, all of the material improvements on the
related Mortgaged Property that were considered in determining the appraised
value of the Mortgaged Property lay wholly within the boundaries and building
restriction lines of such property, except for encroachments that are insured
against by the lender's Title Policy (as defined in paragraph (8)) referred to
herein or that do not materially and adversely affect the value or marketability
of such Mortgaged Property, and no improvements on adjoining properties
materially encroached upon such Mortgaged Property so as to materially and
adversely affect the value or marketability of such Mortgaged Property, except
those encroachments that are insured against by the Title Policy referred to
herein.

            (8) Title Insurance. Each Mortgaged Property is covered by an
American Land Title Association (or a comparable form as adopted in the
applicable jurisdiction) lender's title insurance policy, a pro forma policy or
a marked-up title insurance commitment (on which the required premium has been
paid) which evidences such title insurance policy (the "Title Policy") in the
original principal amount of the related Mortgage Loan after all advances of
principal. Each Title Policy insures that the related Mortgage is a valid first
priority lien on such Mortgaged Property, subject only to Permitted
Encumbrances. Each Title Policy (or, if it has yet to be issued, the coverage to
be provided thereby) is in full force and effect, all premiums thereon have been
paid and no material claims have been made thereunder and no claims have been
paid thereunder. No holder of the related Mortgage has done, by act or omission,
anything that would materially impair the coverage under such Title Policy.
Immediately following the transfer and assignment of the related Mortgage Loan
to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage
to be provided thereby) will inure to the benefit of the Trustee without the
consent of or notice to the insurer. To the Seller's knowledge, the insurer
issuing such Title Policy is qualified to do business in the jurisdiction in
which the related Mortgaged Property is located. Such Title Policy contains no
exclusion for, or it affirmatively insures access to a public road.

            (9) No Holdbacks. The proceeds of each Mortgage Loan have been fully
disbursed and there is no obligation for future advances with respect thereto.
With respect to each Mortgage Loan, any and all requirements as to completion of
any on-site or off-site improvement that must be satisfied as a condition to
disbursements of any funds escrowed for such purpose have been complied with on
or before the Closing Date, or any such funds so escrowed have not been
released.

            (10) Mortgage Provisions. The Note or Mortgage for each Mortgage
Loan, together with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in paragraph 13) such as to
render the rights and remedies of the holder thereof adequate for the practical
realization against the related Mortgaged Property of the principal benefits of
the security intended to be provided thereby.

            (11) Trustee under Deed of Trust. If any Mortgage is a deed of
trust, (1) a trustee, duly qualified under applicable law to serve as such, is
properly designated and serving under such Mortgage, and (2) no fees or expenses
are payable to such trustee by the Seller, the Depositor or any transferee
thereof except in connection with a trustee's sale after default by the related
Borrower or in connection with any full or partial release of the related
Mortgaged Property or related security for the related Mortgage Loan.

            (12) Environmental Conditions.

                  (i) With respect to the Mortgaged Properties securing the
      Mortgage Loans that were the subject of an environmental site assessment
      after the first day of the month that is 18 months prior to the Closing
      Date, an environmental site assessment, or an update of a previous such
      report, was performed with respect to each Mortgaged Property in
      connection with the origination or the acquisition of the related Mortgage
      Loan, a report of each such assessment (or the most recent assessment with
      respect to each Mortgaged Property) (an "Environmental Report") has been
      delivered to the Depositor, and the Seller has no knowledge of any
      material and adverse environmental condition or circumstance affecting any
      Mortgaged Property that was not disclosed in such report. Each Mortgage
      requires the related Borrower to comply with all applicable federal, state
      and local environmental laws and regulations. Where such assessment
      disclosed the existence of a material and adverse environmental condition
      or circumstance affecting any Mortgaged Property, (i) a party not related
      to the Borrower was identified as the responsible party for such condition
      or circumstance or (ii) environmental insurance covering such condition
      was obtained or must be maintained until the condition is remediated or
      (iii) the related Borrower was required either to provide additional
      security that was deemed to be sufficient by the originator in light of
      the circumstances and/or to establish an operations and maintenance plan.
      In connection with the origination of each Mortgage Loan, each
      environmental consultant has represented in such Environmental Report or
      in a supplement letter that the environmental assessment of the applicable
      Mortgaged Property was conducted utilizing generally accepted Phase I
      industry standards using the American Society for Testing and Materials
      (ASTM) Standard Practice E 1527-00.

                  (ii) With respect to the Mortgaged Properties securing the
      Mortgage Loans that were not the subject of an environmental site
      assessment meeting ASTM Standards after the first day of the month that is
      18 months prior to the Closing Date as set forth on Schedule V to this
      Agreement, (i) no Hazardous Material is present on such Mortgaged Property
      such that (1) the value, use or operation of such Mortgaged Property is
      materially and adversely affected or (2) under applicable federal, state
      or local law, (a) such Hazardous Material could be required to be
      eliminated at a cost materially and adversely affecting the value of the
      Mortgaged Property before such Mortgaged Property could be altered,
      renovated, demolished or transferred or (b) the presence of such Hazardous
      Material could (upon action by the appropriate governmental authorities)
      subject the owner of such Mortgaged Property, or the holders of a security
      interest therein, to liability for the cost of eliminating such Hazardous
      Material or the hazard created thereby at a cost materially and adversely
      affecting the value of the Mortgaged Property, and (ii) such Mortgaged
      Property is in material compliance with all applicable federal, state and
      local laws pertaining to Hazardous Materials or environmental hazards, any
      noncompliance with such laws does not have a material adverse effect on
      the value of such Mortgaged Property and neither Seller nor, to Seller's
      knowledge, the related Borrower or any current tenant thereon, has
      received any notice of violation or potential violation of any such law.

      "Hazardous Materials" means gasoline, petroleum products, explosives,
      radioactive materials, polychlorinated biphenyls or related or similar
      materials, and any other substance, material or waste as may be defined as
      a hazardous or toxic substance by any federal, state or local
      environmental law, ordinance, rule, regulation or order, including without
      limitation, the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980, as amended (42 U.S.C. ss.ss. 9601 et seq.), the
      Hazardous Materials Transportation Act as amended (42 U.S.C. ss.ss. 6901
      et seq.), the Resource Conservation and Recovery Act, as amended (42
      U.S.C. ss.ss. 6901 et seq.), the Federal Water Pollution Control Act as
      amended (33 U.S.C. ss.ss. 1251 et seq.), the Clean Air Act as amended (42
      U.S.C. ss.ss. 1251 et seq.) and any regulations promulgated pursuant
      thereto.

            (13) Loan Document Status. Each Note, Mortgage, Assignment of Leases
and other agreement that evidences or secures such Mortgage Loan and was
executed by or on behalf of the related Borrower is the legal, valid and binding
obligation of the maker thereof (subject to any non-recourse provisions
contained in any of the foregoing agreements and any applicable state
anti-deficiency or market value limit deficiency legislation), enforceable in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally, and by general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law) and there is no valid defense, counterclaim or right of offset or
rescission available to the related Borrower with respect to such Note, Mortgage
or other agreement.

            (14) Insurance. Each Mortgaged Property is, and is required pursuant
to the related Mortgage to be, insured by (a) a fire and extended perils
insurance policy providing coverage against loss or damage sustained by reason
of fire, lightning, windstorm, hail, explosion, riot, riot attending a strike,
civil commotion, aircraft, vehicles and smoke, and, to the extent required as of
the date of origination by the originator of such Mortgage Loan consistent with
its normal commercial mortgage lending practices, against other risks insured
against with respect to similarly situated properties in the locality of the
Mortgaged Property (so-called "all risk" coverage) in an amount not less than
the lesser of the principal balance of the related Mortgage Loan and the
replacement cost of the improvements located at the Mortgaged Property, and
contains no provisions for a deduction for depreciation, and not less than the
amount necessary to avoid the operation of any co-insurance provisions with
respect to the Mortgaged Property; (b) a business interruption or rental loss
insurance policy, in an amount at least equal to six months of operations of the
Mortgaged Property; (c) a flood insurance policy (if any portion of buildings or
other structures on the Mortgaged Property are located in an area identified by
the Federal Emergency Management Agency as having special flood hazards and the
Federal Emergency Management Agency requires flood insurance to be maintained);
and (d) a comprehensive general liability insurance policy in amounts as are
generally required by commercial mortgage lenders, for properties of similar
types and in any event not less than $1 million per occurrence. Such insurance
policy contains a standard mortgagee clause that names the lender as an
additional insured in the case of liability insurance policies and as a loss
payee in the case of property insurance policies and requires prior notice to
the holder of the Mortgage of termination or cancellation. No such notice has
been received, including any notice of nonpayment of premiums, that has not been
cured. Each Mortgage obligates the related Borrower to maintain all such
insurance and, upon such Borrower's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Borrower's cost and expense and
to seek reimbursement therefor from such Borrower. Each Mortgage provides that
casualty insurance proceeds will be applied (a) to the restoration or repair of
the related Mortgaged Property, (b) to the restoration or repair of the related
Mortgaged Property, with any excess insurance proceeds after restoration or
repair being paid to the Borrower, or (c) to the reduction of the principal
amount of the Mortgage Loan. For each Mortgaged Property located in a Zone 3 or
Zone 4 seismic zone, either: (i) a seismic report which indicated a PML of less
than 20% was prepared, based on a 450- or 475-year lookback with a 10%
probability of exceedance in a 50-year period, in connection with the
origination of the Mortgage Loan secured by such Mortgaged Property or (ii) the
improvements for the Mortgaged Property are insured against earthquake damage.

            (15) Taxes and Assessments. As of the Closing Date, there are no
delinquent or unpaid taxes, assessments (including assessments payable in future
installments) or other outstanding charges affecting any Mortgaged Property that
are or may become a lien of priority equal to or higher than the lien of the
related Mortgage. For purposes of this representation and warranty, real
property taxes and assessments shall not be considered delinquent or unpaid
until the date on which interest or penalties would be first payable thereon.

            (16) Borrower Bankruptcy. No Borrower is, to the Seller's knowledge,
a debtor in any state or federal bankruptcy or insolvency proceeding.

            (17) Leasehold Estate. Each Mortgaged Property consists of a fee
simple estate in real estate or, if the related Mortgage Loan is secured in
whole or in part by the interest of a Borrower as a lessee under a ground lease
of a Mortgaged Property (a "Ground Lease"), by the related Borrower's interest
in the Ground Lease but not by the related fee interest in such Mortgaged
Property (the "Fee Interest"), and as to such Ground Leases:

            (a) Such Ground Lease or a memorandum thereof has been or will be
      duly recorded; such Ground Lease (or the related estoppel letter or lender
      protection agreement between the Seller and related lessor) does not
      prohibit the current use of the Mortgaged Property and does not prohibit
      the interest of the lessee thereunder to be encumbered by the related
      Mortgage; and there has been no material change in the payment terms of
      such Ground Lease since the origination of the related Mortgage Loan, with
      the exception of material changes reflected in written instruments that
      are a part of the related Mortgage File;

            (b) The lessee's interest in such Ground Lease is not subject to any
      liens or encumbrances superior to, or of equal priority with, the related
      Mortgage, other than Permitted Encumbrances;

            (c) The Borrower's interest in such Ground Lease is assignable to
      the Depositor and the Trustee as its assignee upon notice to, but without
      the consent of, the lessor thereunder (or, if such consent is required, it
      has been obtained prior to the Closing Date) and, in the event that it is
      so assigned, is further assignable by the Depositor and its successors and
      assigns upon notice to, but without the need to obtain the consent of,
      such lessor or if such lessor's consent is required it cannot be
      unreasonably withheld;

            (d) Such Ground Lease is in full force and effect, and the Ground
      Lease provides that no material amendment to such Ground Lease is binding
      on a lender unless the lender has consented thereto, and the Seller has
      received no notice that an event of default has occurred thereunder, and,
      to the Seller's knowledge, there exists no condition that, but for the
      passage of time or the giving of notice, or both, would result in an event
      of default under the terms of such Ground Lease;

            (e) Such Ground Lease, or an estoppel letter or other agreement, (A)
      requires the lessor under such Ground Lease to give notice of any default
      by the lessee to the holder of the Mortgage; and (B) provides that no
      notice of termination given under such Ground Lease is effective against
      the holder of the Mortgage unless a copy of such notice has been delivered
      to such holder and the lessor has offered or is required to enter into a
      new lease with such holder on terms that do not materially vary from the
      economic terms of the Ground Lease.

            (f) A lender is permitted a reasonable opportunity (including, where
      necessary, sufficient time to gain possession of the interest of the
      lessee under such Ground Lease) to cure any default under such Ground
      Lease, which is curable after the receipt of notice of any such default,
      before the lessor thereunder may terminate such Ground Lease;

            (g) Such Ground Lease has an original term (including any extension
      options set forth therein) which extends not less than twenty years beyond
      the Maturity Date of the related Mortgage Loan;

            (h) Under the terms of such Ground Lease and the related Mortgage,
      taken together, any related insurance proceeds or condemnation award
      awarded to the holder of the ground lease interest will be applied either
      (A) to the repair or restoration of all or part of the related Mortgaged
      Property, with the lender or a trustee appointed by the related Mortgage
      having the right to hold and disburse such proceeds as the repair or
      restoration progresses (except in such cases where a provision entitling a
      third party to hold and disburse such proceeds would not be viewed as
      commercially unreasonable by a prudent commercial mortgage lender), or (B)
      to the payment of the outstanding principal balance of the Mortgage Loan
      together with any accrued interest thereon;

            (i) Such Ground Lease does not impose any restrictions on subletting
      which would be viewed as commercially unreasonable by prudent commercial
      mortgage lenders lending on a similar Mortgaged Property in the lending
      area where the Mortgaged Property is located; and such Ground Lease
      contains a covenant that the lessor thereunder is not permitted, in the
      absence of an uncured default, to disturb the possession, interest or
      quiet enjoyment of the lessee thereunder for any reason, or in any manner,
      which would materially adversely affect the security provided by the
      related Mortgage;

            (j) Such Ground Lease requires the lessor to enter into a new lease
      upon termination of such Ground Lease if the Ground Lease is rejected in a
      bankruptcy proceeding; and

            (k) Such Ground Lease may not be amended or modified or any such
      amendment or modification will not be effective against the lender without
      the prior written consent of the lender under such Mortgage Loan, and any
      such action without such consent is not binding on such lender, its
      successors or assigns; provided, however, that termination or cancellation
      without such consent may be binding on the lender if (i) an event of
      default occurs under the Ground Lease, (ii) notice is provided to the
      lender and (iii) such default is curable by the lender as provided in the
      Ground Lease but remains uncured beyond the applicable cure period.

            (18) Escrow Deposits. All escrow deposits and payments relating to
each Mortgage Loan that are, as of the Closing Date, required to be deposited or
paid have been so deposited or paid.

            (19) LTV Ratio. The gross proceeds of each Mortgage Loan to the
related Borrower at origination did not exceed the non-contingent principal
amount of the Mortgage Loan and either: (a) such Mortgage Loan is secured by an
interest in real property having a fair market value (i) at the date the
Mortgage Loan was originated, at least equal to 80 percent of the original
principal balance of the Mortgage Loan or (ii) at the Closing Date, at least
equal to 80 percent of the principal balance of the Mortgage Loan on such date;
provided that for purposes hereof, the fair market value of the real property
interest must first be reduced by (x) the amount of any lien on the real
property interest that is senior to the Mortgage Loan and (y) a proportionate
amount of any lien that is in parity with the Mortgage Loan (unless such other
lien secures a Mortgage Loan that is cross-collateralized with such Mortgage
Loan, in which event the computation described in clauses (a)(i) and (a)(ii) of
this paragraph 19 shall be made on a pro rata basis in accordance with the fair
market values of the Mortgaged Properties securing such cross-collateralized
Mortgage Loans); or (b) substantially all the proceeds of such Mortgage Loan
were used to acquire, improve or protect the real property that served as the
only security for such Mortgage Loan (other than a recourse feature or other
third party credit enhancement within the meaning of Treasury Regulations
Section 1.860G-2(a)(1)(ii)).

            (20) Mortgage Loan Modifications. Any Mortgage Loan that was
"significantly modified" prior to the Closing Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default under such Mortgage Loan or under circumstances that made a default
reasonably foreseeable or (b) satisfies the provisions of either clause (a)(i)
of paragraph 19 (substituting the date of the last such modification for the
date the Mortgage Loan was originated) or clause (a)(ii) of paragraph 19,
including the proviso thereto.

            (21) Advancement of Funds by the Seller. No holder of a Mortgage
Loan has advanced funds or induced, solicited or knowingly received any advance
of funds from a party other than the owner of the related Mortgaged Property,
directly or indirectly, for the payment of any amount required by such Mortgage
Loan.

            (22) No Mechanics' Liens. Each Mortgaged Property is free and clear
of any and all mechanics' and materialmen's liens that are prior or equal to the
lien of the related Mortgage, except, in each case, for liens insured against by
the Title Policy referred to herein, and no rights are outstanding that under
law could give rise to any such lien that would be prior or equal to the lien of
the related Mortgage except, in each case, for liens insured against by the
Title Policy referred to herein.

            (23) Compliance with Laws. Except as otherwise specifically
disclosed in an exception in Schedule V to this Agreement to another
representation and warranty made by the Seller in this Exhibit A, at
origination, each Mortgage Loan complied with all applicable federal, state and
local statutes and regulations. Each Mortgage Loan complied with (or is exempt
from) all applicable usury laws in effect at its date of origination.

            (24) Cross-collateralization. No Mortgage Loan is
cross-collateralized or cross-defaulted with any loan other than one or more
other Mortgage Loans.

            (25) Releases of Mortgaged Property. Except as described in the next
sentence, no Note or Mortgage requires the lender to release all or any material
portion of the related Mortgaged Property that was included in the appraisal for
such Mortgaged Property, and/or generates income from the lien of the related
Mortgage except upon payment in full of all amounts due under the related
Mortgage Loan or in connection with the defeasance provisions of the related
Note and Mortgage. Except as disclosed in Schedule V to this Agreement or the
Prospectus Supplement with respect to the Crossed Loans and Mortgage Loans
secured by multiple Mortgaged Properties, no Mortgage Loan requires the lender
to grant releases of portions of the related Mortgaged Properties except upon
(a) the satisfaction of certain legal and underwriting requirements and/or (b)
the payment of a release price and prepayment consideration in connection
therewith. Except as described in the first sentence hereof and for those
Mortgage Loans identified on Schedule V to this Agreement, no Mortgage Loan
permits the full or partial release or substitution of collateral unless the
lender or servicer can require the Borrower to provide an opinion of tax counsel
to the effect that such release or substitution of collateral (a) would not
constitute a "significant modification" of such Mortgage Loan within the meaning
of Treasury Regulations Section 1.860G-2(b)(2) and (b) would not cause such
Mortgage Loan to fail to be a "qualified mortgage" within the meaning of Section
860G(a)(3)(A) of the Code. The loan documents require the related Borrower to
bear the cost of such opinion.

            (26) No Equity Participation or Contingent Interest. No Mortgage
Loan contains any equity participation by the lender or provides for negative
amortization (except that the ARD Trust Mortgage Loan may provide for the
accrual of interest at an increased rate after the Anticipated Repayment Date)
or for any contingent or additional interest in the form of participation in the
cash flow of the related Mortgaged Property.

            (27) No Material Default. To the Seller's knowledge, there exists no
material default, breach, violation or event of acceleration (and no event
which, with the passage of time or the giving of notice, or both, would
constitute any of the foregoing) under the documents evidencing or securing the
Mortgage Loan, in any such case to the extent the same materially and adversely
affects the value of the Mortgage Loan and the related Mortgaged Property;
provided, however, that this representation and warranty does not address or
otherwise cover any default, breach, violation or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Seller elsewhere in this Exhibit A or
the exceptions listed in Schedule V to this Agreement.

            (28) Inspections. The Seller (or if the Seller is not the
originator, the originator of the Mortgage Loan) has inspected or caused to be
inspected each Mortgaged Property in connection with the origination of the
related Mortgage Loan.

            (29) Local Law Compliance. Based on due diligence considered
reasonable by prudent commercial mortgage lenders in the lending area where the
Mortgaged Property is located, the improvements located on or forming part of
each Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by the Seller hereunder.

            (30) Junior Liens. None of the Mortgage Loans permits the related
Mortgaged Property to be encumbered by any lien (other than a Permitted
Encumbrance) junior to or of equal priority with the lien of the related
Mortgage without the prior written consent of the holder thereof or the
satisfaction of debt service coverage or similar criteria specified therein. The
Seller has no knowledge that any of the Mortgaged Properties is encumbered by
any lien (other than a Permitted Encumbrance) junior to the lien of the related
Mortgage.

            (31) Actions Concerning Mortgage Loans. To the knowledge of the
Seller, there are no actions, suits or proceedings before any court,
administrative agency or arbitrator concerning any Mortgage Loan, Borrower or
related Mortgaged Property that might adversely affect title to the Mortgaged
Property or the validity or enforceability of the related Mortgage or that might
materially and adversely affect the value of the Mortgaged Property as security
for the Mortgage Loan or the use for which the premises were intended.

            (32) Servicing. The servicing and collection practices used by the
Seller or any prior holder or servicer of each Mortgage Loan have been in all
material respects legal, proper and prudent and have met customary industry
standards.

            (33) Licenses and Permits. To the Seller's knowledge, based on due
diligence that it customarily performs in the origination of comparable mortgage
loans, as of the date of origination of each Mortgage Loan or as of the date of
the sale of the related Mortgage Loan by the Seller hereunder, the related
Borrower was in possession of all material licenses, permits and franchises
required by applicable law for the ownership and operation of the related
Mortgaged Property as it was then operated.

            (34) Collateral in Trust. The Note for each Mortgage Loan is not
secured by a pledge of any collateral that has not been assigned to the
Depositor.

            (35) Due on Sale. Each Mortgage Loan contains a "due on sale"
clause, which provides for the acceleration of the payment of the unpaid
principal balance of the Mortgage Loan if, without prior written consent of the
holder of the Mortgage, the property subject to the Mortgage or any material
portion thereof, or a controlling interest in the related Borrower, is
transferred, sold or encumbered by a junior mortgage or deed of trust; provided,
however, that certain Mortgage Loans provide a mechanism for the assumption of
the loan by a third party upon the Borrower's satisfaction of certain conditions
precedent, and upon payment of a transfer fee, if any, or transfer of interests
in the Borrower or constituent entities of the Borrower to a third party or
parties related to the Borrower upon the Borrower's satisfaction of certain
conditions precedent.

            (36) Non-Recourse Exceptions. The Mortgage Loan Documents for each
Mortgage Loan provide that such Mortgage Loan constitutes either (a) the
recourse obligations of at least one natural person or (b) the non-recourse
obligations of the related Borrower, provided that at least one natural person
(and the Borrower if the Borrower is not a natural person) is liable to the
holder of the Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Borrower, misappropriation of rents, insurance proceeds
or condemnation awards and breaches of the environmental covenants in the
Mortgage Loan Documents.

            (37) REMIC Eligibility. Each Mortgage Loan is a "qualified mortgage"
as such term is defined in Section 860G(a)(3) of the Code (without regard to
Treasury Regulations Section 1.860G-2(f)(2), which treats certain defective
mortgage loans as qualified mortgages).

            (38) Prepayment Premiums. As of the applicable date of origination
of each such Mortgage Loan, any prepayment premiums and yield maintenance
charges payable under the terms of the Mortgage Loans, in respect of voluntary
prepayments, constituted customary prepayment premiums and yield maintenance
charges for commercial mortgage loans of the Seller.

            (39) [Reserved].

            (40) Single Purpose Entity. The Borrower on each Mortgage Loan with
a Cut-off Date Principal Balance in excess of $10 million, was, as of the
origination of the Mortgage Loan, a Single Purpose Entity. For this purpose, a
"Single Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one or more of the
Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging
in any business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan Documents, substantially to the effect that it does not
have any assets other than those related to its interest in, and operation of,
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
Documents, that it has its own books and records and accounts separate and apart
from any other person (other than a Borrower for a Mortgage Loan that is
cross-collateralized and cross-defaulted with the related Mortgage Loan), and
that it holds itself out as a legal entity, separate and apart from any other
person.

            (41) Defeasance and Assumption Costs. The related Mortgage Loan
Documents provide that the related borrower is responsible for the payment of
all reasonable costs and expenses of the lender incurred in connection with (i)
the defeasance of such Mortgage Loan and the release of the related Mortgaged
Property, and (ii) the approval of an assumption of such Mortgage Loan.

            (42) Defeasance. No Mortgage Loan provides that it can be defeased
until a date that is more than two years after the Closing Date or provides that
it can be defeased with any property other than government securities (as
defined in Section 2(a)(16) of the Investment Company Act of 1940, as amended)
or any direct non-callable security issued or guaranteed as to principal or
interest by the United States.

            (43) Authorized To Do Business. To the extent required under
applicable law as of the date of origination, and necessary for the
enforceability or collectability of the Mortgage Loan, the originator of such
Mortgage Loan was authorized to do business in the jurisdiction in which the
related Mortgaged Property is located at all times when it originated and held
the Mortgage Loan.

            (44) Terrorism Insurance. With respect to each Mortgage Loan that
has a Stated Principal Balance as of the Cut-off Date that is greater than or
equal to $20,000,000, the related "all risk" insurance policy and business
interruption policy do not specifically exclude acts of terrorism from coverage.
With respect to each other Mortgage Loan, the related "all risk" insurance
policy and business interruption policy did not, as of the date of origination
of the Mortgage Loan, and, to the Seller's knowledge, does not as of the date
hereof, specifically exclude acts of terrorism from coverage. With respect to
each of the Mortgage Loans, the related Mortgage Loan Documents do not expressly
waive or prohibit the lender from requiring coverage for acts of terrorism or
damages related thereto, except to the extent that any right to require such
coverage may be limited by commercially reasonable availability, or as otherwise
indicated on Schedule V to this Agreement.

            (45) Operating Statements and Rent Rolls. In the case of each
Mortgage Loan, the related Mortgage Loan Documents require the related Borrower,
in some cases at the request of the lender, to provide to the holder of such
Mortgage Loan operating statements and rent rolls not less frequently than
annually (except if the Mortgage Loan has an outstanding principal balance of
less than or equal to $3,500,000 as of the Cut-off Date or the related Mortgaged
Property has only one tenant, in either of which cases, the Mortgage Loan
Documents require the Borrower, in some cases at the request of the lender, to
provide to the holder of such Mortgage Loan operating statements and (if there
is more than one tenant) rent rolls and/or financial statements of the Borrower
annually), and such other information as may be required therein.

            (46) Appraisals. An appraisal of the related Mortgaged Property was
conducted in connection with the origination of such Mortgage Loan, and such
appraisal satisfied the guidelines in Title XI of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989, as in effect on the date such
Mortgage Loan was originated.




                                                                       EXHIBIT B

                             AFFIDAVIT OF LOST NOTE

STATE OF NEW YORK       )
                        ) ss.:
COUNTY OF NEW YORK      )



            ____________________________, being duly sworn, deposes and says:

            1. that he is an authorized signatory of National City Bank
("National City");

            2. that _______________ is the owner and holder of a mortgage loan
in the original principal amount of $______________ secured by a mortgage (the
"Mortgage") on the premises known as ______________ ______________ located in
______________;

            3. that _______________, after having conducted a diligent
investigation of its records and files, has been unable to locate the following
original note and believes that said original note has been lost, misfiled,
misplaced or destroyed due to a clerical error:

            a note in the original sum of $______________ made by
            ______________, to _______________, under date of ______________
            (the "Note");

            4. that the Note is now owned and held by _______________;

            5. that the copy of the Note attached hereto is a true and correct
copy thereof;

            6. that the Note has not been paid off, satisfied, assigned,
transferred, encumbered, endorsed, pledged, hypothecated, or otherwise disposed
of and that the original Note has been either lost, misfiled, misplaced or
destroyed;

            7. that no other person, firm, corporation or other entity has any
right, title, interest or claim in the Note except _______________; and

            8. upon assignment of the Note by _______________ to Credit Suisse
First Boston Mortgage Securities Corp. (the "Depositor") and subsequent
assignment by Depositor to the trustee for the benefit of the holders of the
Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage
Pass-Through Certificates, Series 2008-C1 (the "Trustee") (which assignment may,
at the discretion of Depositor, be made directly by _______________ to the
Trustee), _______________ covenants and agrees (a) promptly to deliver to the
Trustee the original Note if it is subsequently found, and (b) to indemnify and
hold harmless the Trustee and its successors and assigns from and against any
and all costs, expenses and monetary losses arising as a result of
_______________'s failure to deliver said original Note to the Trustee.

                                    NATIONAL CITY BANK

                                    By: _____________________________________
                                    Name:
                                    Title:

Sworn to before me this _____
day of __________, 2008