EXHIBIT 4.1(b)

                    MORTGAGE LOAN PURCHASE AND SALE AGREEMENT

This Mortgage Loan Purchase and Sale Agreement, dated as of -, 20- (the
"Agreement"), is between GE Commercial Mortgage Corporation, a Delaware
corporation (the "Company") and General Electric Capital Corporation, a Delaware
corporation (the "Mortgage Loan Seller"). The Mortgage Loan Seller agrees to
sell, and the Company agrees to purchase the mortgage loans (the "Mortgage
Loans") described and set forth in the Mortgage Loan Schedule attached as
Exhibit A to this Agreement (the "Mortgage Loan Schedule"). The Company intends
to deposit the Mortgage Loans and other assets into a trust (the "Trust") and
cause the creation of a series of certificates to be known as GE Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series
20--- (the "Certificates"), evidencing beneficial ownership interests in the
Mortgage Loans and other assets (including, without limitation, other mortgage
loans (the "Other Mortgage Loans")), under a Pooling and Servicing Agreement, to
be dated as of -, 20- (the "Pooling and Servicing Agreement"), among the
Company, as depositor, -, as servicer ("the "Servicer") and -, as special
servicer (the "Special Servicer") with respect to the Mortgage Loans and the
Other Mortgage Loans -, and -, a national banking association, as trustee (the
"Trustee"). The Offered Certificates (as hereinafter defined) will be offered
pursuant to a Prospectus Supplement dated -, 20- (the "Final Prospectus
Supplement"), to a Prospectus, dated -, 20- (the "Base Prospectus" and, together
with the Final Prospectus Supplement, the "Final Prospectus"), and the
Non-Offered Certificates (as hereinafter defined) will be offered pursuant to
one or more Private Placement Memoranda (the "Private Placement Memoranda").

At or prior to the time when sales to investors of the Offered Certificates were
first made (the "Time of Sale"), the Company had prepared the following
information: (i) a [Preliminary] {Free Writing] Prospectus dated -, 20- (the
"Preliminary Prospectus"), (ii) a Term Sheet dated as of -, 20- (the "Term
Sheet") and (iii) written materials prepared by the Underwriters and provided to
the Company for filing with the Securities and Exchange Commission (the "SEC")
prior to the Time of Sale (the "Company Filed Information" and, together with
the Preliminary Prospectus and the Term Sheet, the "Time of Sale Information").
A list of the Company Filed Information is included in Schedule I hereto. If
subsequent to the date of the Underwriting Agreement, the Company and the
Underwriters have determined that such information included an untrue statement
of a material fact or omitted to state a material fact necessary in order to
make the statement therein, in the light of the circumstances in which they were
made, not misleading and have terminated their old purchase contract and entered
into new purchase contracts with purchasers of the Offered Certificates, then
"Time of Sale Information" will refer to the information provided by the Company
or the Underwriters to purchasers at the time of entry into the first such new
purchase contract, including any information that corrects such material
misstatements or omissions ("Corrective Information")

Capitalized terms used but not otherwise defined herein shall have the
respective meanings given to them in the Pooling and Servicing Agreement.

            1. Purchase Price; Purchase and Sale. In consideration of the sale
of the Mortgage Loans from the Mortgage Loan Seller to the Company on -, 20-
(the "Closing Date"), the Company agrees to pay to the Mortgage Loan Seller on
the Closing Date by transfer of immediately available funds, after the
allocation of deal expenses, credits and accrued interest,




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an amount equal to $. The closing for the purchase and sale of the Mortgage
Loans shall take place [at the offices of Cadwalader, Wickersham & Taft LLP, New
York, New York, at 10:00 a.m. (New York time)], on the Closing Date.

            On the Closing Date, the Mortgage Loan Seller shall sell, transfer,
assign, set over and convey to the Company, and the Company shall purchase, all
the right, title and interest of the Mortgage Loan Seller in and to the Mortgage
Loans, including all payments of interest and principal due on each Mortgage
Loan after the related Cut-off Date, together with all of the Mortgage Loan
Seller's right, title and interest in and to the proceeds of any related title,
hazard, primary mortgage or other insurance policies but subject to the sale of
the servicing rights pursuant to the Servicing Rights Purchase Agreement (as
defined herein). The Company hereby directs the Mortgage Loan Seller, and the
Mortgage Loan Seller hereby agrees, to (1) promptly after the Closing Date, but
in all events within three Business Days after the Closing Date, transfer all
funds on deposit in escrow accounts maintained with respect to the Mortgage
Loans in the name of the Mortgage Loan Seller or any other name to the Servicer
(or a Sub-Servicer) for deposit into Servicing Accounts and (2) deliver to the
Trustee on or prior to the Closing Date or, within [45] days following the
Closing Date, as specified in the Pooling and Servicing Agreement, the
documents, instruments and agreements required to be delivered by the Company to
the Trustee under Section 2.01 of the Pooling and Servicing Agreement, and
meeting all the requirements of such Section 2.01, and such other documents,
instruments and agreements as the Company or the Trustee shall reasonably
request.

            2. Representations and Warranties. (a) The Mortgage Loan Seller
hereby represents and warrants to the Company as of the date hereof and as of
Closing Date that:

                  (i) The Mortgage Loan Seller is a corporation duly organized,
            validly existing and in good standing under the laws of the State of
            Delaware, with full power and authority to own its assets and
            conduct its business, 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 ability of the Mortgage Loan
            Seller to perform its obligations hereunder, and the Mortgage Loan
            Seller has taken all necessary 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, transfer, set over and
            convey the Mortgage Loans in accordance with this Agreement;

                  (ii) This Agreement has been duly authorized, executed and
            delivered by the Mortgage Loan Seller and assuming its due
            authorization, execution and delivery by the Company, will
            constitute a legal, valid and binding obligation of the Mortgage
            Loan Seller, enforceable against the Mortgage Loan Seller in
            accordance with the terms of this Agreement, except as such
            enforcement may be limited by bankruptcy, insolvency,
            reorganization, moratorium or other similar laws affecting the

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            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), and except that the
            enforcement of rights with respect to indemnification and
            contribution obligations may be limited by applicable law;

                  (iii) The execution and delivery of this Agreement by the
            Mortgage Loan Seller and the performance of its obligations
            hereunder will not conflict with any provision of any law or
            regulation to which the Mortgage Loan Seller is subject, or conflict
            with, result in a breach of or constitute a default under any of the
            terms, conditions or provisions of any of the Mortgage Loan Seller's
            organizational documents or any agreement or instrument to which the
            Mortgage Loan Seller is a party or by which it is bound, or any
            order or decree applicable to the Mortgage Loan Seller, or result in
            the creation or imposition of any lien on any of the Mortgage Loan
            Seller's assets or property, in each case which would materially and
            adversely affect the ability of the Mortgage Loan Seller to carry
            out the transactions contemplated by this Agreement;

                  (iv) There is no action, suit, proceeding or investigation
            pending or, to the knowledge of the Mortgage Loan Seller, threatened
            against the Mortgage Loan Seller in any court or by or before any
            other governmental agency or instrumentality which would materially
            and adversely affect the validity of the Mortgage Loans or the
            ability of the Mortgage Loan Seller to carry out the transactions
            contemplated by this Agreement;

                  (v) The Mortgage Loan Seller is not in default with respect to
            any order or decree of any court or any order, regulation or demand
            of any federal, state, municipal or governmental agency, which
            default might have consequences that would materially and adversely
            affect the condition (financial or other) or operations of the
            Mortgage Loan Seller or its properties or might have consequences
            that would materially and adversely affect its performance
            hereunder;

                  (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 Mortgage Loan Seller of or
            compliance by the Mortgage Loan Seller with this Agreement or the
            consummation by the Mortgage Loan Seller of the transactions
            contemplated by this Agreement, other than those which have been
            obtained by the Mortgage Loan Seller; and

                  (vii) The transfer, assignment and conveyance of the Mortgage
            Loans by the Mortgage Loan Seller to the Company is not subject to
            bulk transfer laws or any similar statutory provisions in effect in
            any applicable jurisdiction.


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            (b) The Mortgage Loan Seller hereby makes each of the
representations and warranties set forth on Exhibit D hereto with respect to
each Mortgage Loan, as of the date specified therein or, if no such date is
specified, as of the Closing Date, except as set forth on the Exhibit E hereto.

            3. Notice of Breach; Cure and Repurchase or Substitution; Other
Mortgage Loan Costs.

            (a) The Mortgage Loan Seller and the Company shall be given prompt
written notice of any Breach or Document Defect, to the extent required by
Section 2.03(b) of the Pooling and Servicing Agreement.

            (b) With respect to each Mortgage Loan as to which the Mortgage Loan
Seller has received notice referred in subsection (a) above, the Mortgage Loan
Seller agrees to cure any Breach or Document Defect, as the case may be, in all
material respects, repurchase the affected Mortgage Loan or substitute a
Qualified Substitute Mortgage Loan for such affected Mortgage Loan in accordance
with the terms of Section 2.03(b) of the Pooling and Servicing Agreement.

            (c) Upon any repurchase or substitution of a Mortgage Loan
contemplated by Section 3(b) above, the Trustee, the Servicer and the Special
Servicer shall each tender to the Mortgage Loan Seller, all portions of the
Mortgage File and other documents pertaining to such 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 the Mortgage Loan Seller.

            (d) Without limiting the remedies of the Company, the
Certificateholders or the Trustee on behalf of the Certificateholders pursuant
to this Agreement, it is acknowledged that the representations and warranties
are being made for risk allocation purposes. Subject to Section 7 of this
Agreement, this Section 3 provides the sole remedy available to the
Certificateholders, or the Trustee on behalf of the Certificateholders,
respecting any Document Defect in a Mortgage File or any Breach of any
representation or warranty set forth in or required to be made pursuant to
Section 2 of this Agreement.

            (e) The Mortgage Loan Seller hereby acknowledges the assignment by
the Company to the Trustee, as trustee under the Pooling and Servicing
Agreement, for the benefit of the Certificateholders, of the representations and
warranties contained herein and of the obligation of the Mortgage Loan Seller to
repurchase a Mortgage Loan or substitute a Qualified Substitute Mortgage Loan
pursuant to this Section. The Trustee or its designee may enforce such
obligations as provided in Section 9 hereof.

            (f) With respect to any action taken concerning "due-on-sale" or a
"due-on-encumbrance" clause as set forth in Section [3.08(e)] of the Pooling and
Servicing Agreement or a defeasance, any fees or expenses related thereto
including any fee charged by a Rating Agency that is rendering a written
confirmation, to the extent that the related Mortgage Loan documents do not
permit the lender to require payment of such fees and expenses from the
Mortgagor, shall be paid by the Mortgage Loan Seller.


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            (g) Upon any repurchase or substitution of a Mortgage Loan
contemplated by Section 3(b) above, the Mortgage Loan Seller shall either (i)
retain the Servicer for the repurchased or substituted Mortgage Loan according
to substantially the same terms set forth in the Pooling and Servicing Agreement
or (ii) repurchase the servicing rights for the repurchased or substituted
Mortgage Loan from the Servicer at a purchase price based on the formula set
forth in Section 6 of the Servicing Rights Purchase Agreement by and between the
Mortgage Loan Seller and the Servicer dated as of -, 20- (the "Servicing Rights
Purchase Agreement") to the extent the related Mortgage Loan is subject to the
Servicing Rights Purchase Agreement.

            4. Representations, Warranties and Agreements of Company.

            (a) The Company hereby represents and warrants to the Mortgage Loan
Seller, as of the date hereof (or such other date as is specified in the related
representation or warranty), as follows:

                  (i) The Company is a corporation duly organized, validly
            existing and 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, 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 ability of the Company to
            perform its obligations hereunder, and the Company has taken all
            necessary 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;

                  (ii) This Agreement has been duly authorized, executed and
            delivered by the Company and assuming due authorization, execution
            and delivery by the Mortgage Loan Seller, will constitute a legal,
            valid and binding obligation of the Company, enforceable against the
            Company in accordance with its terms, except as such enforcement may
            be limited by bankruptcy, reorganization, insolvency, moratorium and
            other similar laws affecting the enforcement of creditors' rights
            generally and to 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 by the
            Company and the performance of its obligations hereunder will not
            conflict with any provision of any law or regulation to which the
            Company is subject, or conflict with, result in a breach of or
            constitute a default under any of the terms, conditions or
            provisions of any of the Company's organizational documents or any
            agreement or instrument to which the Company is a party or by which
            it is bound, or any order or decree applicable to the Company, or
            result in the creation or imposition of any lien on any of the
            Company's assets or property, in each case which would materially
            and


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            adversely affect the ability of the Company to carry out the
            transactions contemplated by this Agreement;

                  (iv) There is no action, suit, proceeding or investigation
            pending or to the knowledge of the Company, threatened against the
            Company in any court or by or before any other governmental agency
            or instrumentality which would materially and adversely affect the
            validity of this Agreement or any action taken in connection with
            the obligations of the Company contemplated herein, or which would
            be likely to impair materially the ability of the Company to perform
            under the terms of this Agreement;

                  (v) The Company is not in default with respect to any order or
            decree of any court or any order, regulation or demand of any
            federal, state, municipal or governmental agency, which default
            might have consequences that would materially and adversely affect
            the condition (financial or other) or operations of the Company or
            its properties or might have consequences that would materially and
            adversely affect its performance hereunder; and

                  (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 Company of or compliance by the
            Company with this Agreement or the consummation of the transactions
            contemplated by this Agreement other than those that have been
            obtained by the Company.

            5. Company's Conditions to Closing.

            The obligations of the Company under this Agreement shall be subject
to the satisfaction, on the Closing Date, or such other date specified herein,
of the following conditions:

            (a) The obligations of the Mortgage Loan Seller required to be
performed by it at or prior to the Closing Date pursuant to the terms of this
Agreement shall have been duly performed and complied with and all of the
representations and warranties of the Mortgage Loan Seller under this Agreement
shall be true and correct as of the date specified in such representation and
warranty or, if no such date is specified, as of the Closing Date, and no event
shall have occurred which, with notice or the passage of time, or both, would
constitute a default under this Agreement, and the Company shall have received a
certificate to that effect signed by an authorized officer of the Mortgage Loan
Seller, upon which the Company and the Underwriters (as defined hereinbelow) may
rely.

            (b) The Company or its designee shall have received all of the
following closing documents, in such forms as are agreed upon and acceptable to
the Company and in form and substance satisfactory to the Company, the
Underwriters and their respective counsel, duly executed by all signatories
other than the Company as required pursuant to the respective terms thereof:

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                  (i) with respect to each Mortgage Loan, the related Mortgage
            Note, which Mortgage Note shall be delivered to and held by the
            Trustee on behalf of the Company;

                  (ii) the final Mortgage Loan Schedule;

                  (iii) an officer's certificate from the Mortgage Loan Seller
            dated as of the Closing Date, in the form attached hereto as Exhibit
            B, upon which the Underwriters may rely;

                  (iv) a certificate of the Mortgage Loan Seller, dated the
            Closing Date, and upon which the Company and the Underwriters may
            rely, to the effect that representatives of the Mortgage Loan Seller
            have carefully examined the Time of Sale Information and the Final
            Prospectus and nothing has come to the attention of the Mortgage
            Loan Seller that would lead the Mortgage Loan Seller to believe that
            the Time of Sale Information, as of the Time of Sale or as of the
            Closing Date, or the Final Prospectus, as of the Closing Date,
            included or includes any untrue statement of a material fact
            relating to the Mortgage Loans or omitted or omits to state therein
            a material fact necessary in order to make the statements therein
            relating to the Mortgage Loans, in light of the circumstances under
            which they were made, not misleading;

                  (v) an opinion of Mortgage Loan Seller's counsel, subject to
            customary exceptions and carve-outs, which states in substance the
            opinions set forth on Exhibit C hereto;

                  (vi) such other documents, certificates and opinions relating
            to the Mortgage Loans or the Mortgage Loan Seller as may be
            necessary to secure for the Certificates the following ratings by
            [Standard & Poor's Rating Services ("S&P")] [and] [Moody's Investors
            Service, Inc. ("Moody's")], [Fitch, Inc.] (together, the "Rating
            Agencies"): [insert ratings for each Class and agency]; and

                  (vii) a letter from the independent accounting firm of [name
            of accountants] in form satisfactory to the Company, relating to
            certain information regarding the Mortgage Loans as set forth in the
            Prospectus.

            (c) The Mortgage Loan Seller hereby agrees to furnish such other
information, documents, certificates, letters or opinions with respect to the
Mortgage Loans or itself as may be reasonably requested by the Company in order
for the Company to perform any of its obligations or satisfy any of the
conditions on its part to be performed or satisfied pursuant to the Underwriting
Agreement, the Pooling and Servicing Agreement or this Agreement.

            6. Accountants' Letters.

            The parties hereto shall cooperate with [name of accountants] in
making available all information and taking all steps reasonably necessary to
permit such accountants to deliver the letters required by the Underwriting
Agreement.

            7. Indemnification and Contribution. (a) The Mortgage Loan Seller
shall indemnify and hold harmless the Company, [insert names of underwriters]
(the "Underwriters"), their respective officers and directors, and each person,
if any, who controls the Company or any Underwriter within the meaning of either
Section 15 of the Securities Act of 1933, as amended (the "1933 Act") or Section
20 of the Securities Exchange Act of 1934, as amended (the "1934


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Act"), against any and all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under the 1933 Act, the
1934 Act or other federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) (i) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in (A) the Final
Prospectus or in any revision or amendment thereof or supplement thereto, (B)
the Time of Sale Information or any free writing prospectus (as defined in Rule
405 of the 1933 Act, a "Free Writing Prospectus")(or any similar item) prepared
by or on behalf of the Underwriters or the Company and that is not Time of Sale
Information but was sent to investors prior to the Time of Sale, or (C) the
Private Placement Memoranda and any items similar to a Free Writing Prospectus,
Mortgage Files or ABS Informational and Computational Materials forwarded to
prospective investors in the Non-Offered Certificates or to the Rating Agencies,
or (ii) arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; but only if and to the extent that (I) any such untrue
statement or alleged untrue statement or omission or alleged omission arises out
of or is based upon an untrue statement or omission with respect to the Mortgage
Loans, the related Mortgagors and/or the related Mortgaged Properties contained
in the Master Tape (it being herein acknowledged that the Master Tape was and
will be used to prepare the Final Prospectus including without limitation
[specify Annexes] to the Final Prospectus Supplement, the Time of Sale
Information, the Diskette, any ABS Informational and Computational Materials
with respect to the Offered Certificates and any items similar to ABS
Informational and Computational Materials forwarded to prospective investors in
the Non-Offered Certificates), (II) any such untrue statement or alleged untrue
statement or omission or alleged omission of a material fact is with respect to,
or arises out of or is based upon, an untrue statement or omission of a material
fact with respect to, the information regarding the Mortgage Loans, the related
Mortgagors, the related Mortgaged Properties, the underwriting standards of the
Mortgage Loan Seller and/or the Mortgage Loan Seller set forth (X) in the Final
Prospectus Supplement or the Preliminary Prospectus (as supplemented by the Time
of Sale Information) under the headings: ["SUMMARY OF TERMS--Relevant Parties
and Dates--Mortgage Loan Sellers," "SUMMARY OF TERMS--The Mortgage Loans," "RISK
FACTORS," "DESCRIPTION OF THE MORTGAGE POOL" and "SERVICING OF THE MORTGAGE
LOANS"] [specify any other applicable sections] or in materials provided by the
Mortgage Loan Seller to the Rating Agencies and (Y) on [specify annexes] to the
Final Prospectus Supplement or the Preliminary Prospectus (as supplemented by
the Time of Sale Information) and, to the extent consistent therewith, on a
Diskette, (III) any such untrue statement or alleged untrue statement or
omission or alleged omission arises out of or is based upon a breach of the
representations and warranties of the Mortgage Loan Seller set forth in or made
pursuant to Section 2; or (IV) any Free Writing Prospectus (or similar item)
prepared by or on behalf of the Underwriters or the Company and that is not Time
of Sale Information but was sent to investors prior to the Time of Sale has been
prepared or has been reviewed and approved by, or has been authorized (for
dissemination to prospective investors) by, the Mortgage Loan Seller or has been
prepared in reliance upon and in conformity with the information described in

            (I), (II) or (III) above; provided that the indemnification provided
by this Section 7 shall not apply to the extent that such untrue statement or
omission of a material fact was made as a result of an error in the manipulation
of, or in any calculations based upon, or in any

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aggregation of the information regarding the Mortgage Loans, the related
Mortgagors and/or the related Mortgaged Properties set forth in the Master Tape
and/or [specify Annexes] to the Final Prospectus Supplement or the Preliminary
Prospectus (as supplemented by the Time of Sale Information), including without
limitation the aggregation of such information with comparable information
relating to the Other Mortgage Loans in the Trust Fund. The information
described in clauses (I) through (IV) above is collectively referred to herein
as the "Mortgage Loan Seller Information". This indemnity agreement will be in
addition to any liability which the Mortgage Loan Seller may otherwise have.

            Notwithstanding anything contained herein, the Mortgage Loan Seller
shall have no obligation to indemnify and hold harmless any Person based on any
untrue statement or omission that is (a) contained in any Time of Sale
Information or any Free Writing Prospectus (or similar item) that was not Time
of Sale Information but was sent to investors prior to the Time of Sale, to the
extent that (x) the Underwriter or the Company distributing such information was
notified electronically or in writing of such untrue statement or omission
within a reasonable period, and in any event not less than the Business Day,
prior to the Time of Sale of any Certificates to the Person alleging such untrue
statement or omission, (y) Corrective Information was delivered to the
Underwriter or the Company distributing such information within such period and
(z) such Underwriter or the Company failed to deliver such Corrective
Information to such Person prior to the Time of Sale of any Certificates to such
Person.

            (b) The Company shall indemnify and hold harmless the Mortgage Loan
Seller, its directors, officers, employees and agents, and each person, if any,
who controls the Mortgage Loan Seller within the meaning of either the 1933 Act
or the 1934 Act, against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the 1933
Act, the 1934 Act, or other federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the Final
Prospectus, the Time of Sale Information, any Free Writing Prospectus or the
Private Placement Memoranda, or in any amendment thereof or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances under which
they were made, except to the extent that such untrue statement, alleged untrue
statement, omission or alleged omission is based upon the Mortgage Loan Seller
Information, provided that the indemnification provided by this Section 7 shall
not apply to the extent that such untrue statement or omission of a material
fact was made as a result of an error in the manipulation of, or in any
calculations based upon, or in any aggregation of the information regarding the
Mortgage Loans, the related Mortgagors and/or the related Mortgaged Properties
set forth in the Master Tape and/or [specify Annexes] to the Prospectus
Supplement, including without limitation the aggregation of such information
with comparable information relating to the Other Mortgage Loans in the Trust
Fund. The Company shall reimburse each such indemnified party, as incurred, for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action.
This indemnity agreement will be in addition to any liability which the Company
may otherwise have.

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            (c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 7, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve the indemnifying party from any liability which it may have to any
indemnified party under this Section 7, except to the extent that it has been
prejudiced in any material respect, or from any liability which it may have,
otherwise than under this Section 7. In case any such action is brought against
any indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein, and to
the extent that it may elect by written notice delivered to the indemnified
party promptly after receiving the aforesaid notice from such indemnified party,
to assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party; provided that if the defendants in any such action include
both the indemnified party and the indemnifying party and the indemnified party
or parties shall have reasonably concluded that there may be legal defenses
available to it or them and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, the indemnified
party or parties shall have the right to select separate counsel to assert such
legal defenses and to otherwise participate in the defense of such action on
behalf of such indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election so to assume the
defense of such action and approval by the indemnified party of counsel, the
indemnifying party will not be liable to such indemnified party for expenses
incurred by the indemnified party in connection with the defense thereof unless
(i) the indemnified party shall have employed separate counsel in connection
with the assertion of legal defenses in accordance with the proviso to the next
preceding sentence (it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one separate counsel (together
with one local counsel, if applicable), approved by the Company and the
Underwriters in the case of subsection (a), representing the indemnified parties
under subsection (a) who are parties to such action), (ii) the indemnifying
party shall not have employed counsel reasonably satisfactory to the indemnified
party to represent the indemnified party within a reasonable time after notice
of commencement of the action or (iii) the indemnifying party has authorized in
writing the employment of counsel for the indemnified party at the expense of
the indemnifying party; and except that, if clause (i) or (iii) is applicable,
such liability shall be only in respect of the counsel referred to in such
clause (i) or (iii).

            (d) If the indemnification provided for in this Section 7 shall for
any reason be unavailable in accordance with its terms to an indemnified party
under this Section 7, then the Mortgage Loan Seller and the Company shall
contribute to the amount paid or payable by such indemnified party as a result
of the losses, claims, damages or liabilities referred to in subsection (a) or
(b) above, in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and the indemnified party on the other in
connection with the statement or omission that resulted in such losses, claims,
damages or liabilities, as well as any other relevant equitable considerations.
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Mortgage Loan Seller or the Company and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The Mortgage Loan Seller and the Company
agree that it would not be just and equitable if


                                      B-10
<PAGE>

contribution pursuant to this subsection (d) were to be determined by per capita
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending against any action or claim
which is the subject of this subsection (d) subject to the limitations therein
provided under subsection (c). The indemnifying party shall pay such expenses as
and when incurred, at the request of the indemnified party, and to the extent
that the indemnifying party will be ultimately liable to pay such expense. If
and to the extent any expenses so paid by the indemnifying party are
subsequently determined to not be required to be borne by the indemnifying party
hereunder, the indemnified party which received such payment shall promptly
refund the amount so paid to the indemnifying party. Notwithstanding the
foregoing, the contribution obligation of the Mortgage Loan Seller or the
Company, as the case may be, under this Section 7(d) shall at all times be such
that no Underwriter shall be responsible for any amount in excess of the fees
received by such Underwriter in connection with the transaction contemplated by
the Underwriting Agreement. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not also guilty of such fraudulent
misrepresentation.

            (e) Without limiting the generality or applicability of any other
provision of this Agreement, the Underwriters shall be third-party beneficiaries
of the provisions of this Section 7.

            (f) 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 or on behalf
of any of the indemnified parties and (iii) acceptance of and payment for the
Mortgage Loans.

            (g) For purposes of this Agreement, "Registration Statement" shall
mean such registration statement No. 333-[130174] filed by the Company on Form
S-3, including without limitation exhibits thereto and information incorporated
therein by reference; "Offered Certificates" shall mean [specify
classes];"Non-Offered Certificates" shall mean the Certificates other than the
Offered Certificates; "ABS Informational and Computational Materials," shall
have the meaning assigned thereto in Regulation AB under the 1933 Act;
"Diskette" shall mean the diskette or compact disc attached to and, for purposes
of this Agreement, a part of each of the Final Prospectus, the Preliminary
Prospectus and the Private Placement Memoranda; and "Master Tape" shall mean the
compilation of information and data regarding the Mortgage Loans covered by the
Report on Applying Agreed-Upon Procedures dated _________, 20__ and rendered by
[name of accountants] (a "hard copy" of which Master Tape was produced on behalf
of the Company and the Mortgage Loan Seller).

            (h) Unless it shall assume the defense of any proceeding, the
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgement for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party or parties from and against any loss or
liability by reason of such settlement or judgement. If the indemnifying party
assumes the defense of any


                                      B-11
<PAGE>

proceeding, it shall be entitled to settle such proceeding with the consent of
the indemnified party or parties in connection with all claims which have been
asserted against the indemnified party or parties in such proceeding by the
other parties to such settlement, and it shall be entitled to settle such
proceeding without the consent of the indemnified party or parties so long as
such settlement (i) includes an unconditional release of each indemnified party
from all liability arising out of such litigation, investigation, proceeding or
claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.

            8. Notices. All communications hereunder shall be in writing and
effective only upon receipt and, if sent to the Company, will be mailed, hand
delivered, couriered or sent by facsimile transmission to it at c/o General
Electric Capital Corporation, 125 Park Avenue, 10th Floor, New York, New York
10017, Attention: [Dan Vinson/Capital Markets], fax number [(212) 716-8960],
with a copy to [Patricia A. DeLuca, Esq.], General Electric Capital Corporation,
292 Long Ridge Rd., Stamford, Connecticut, 06927, fax number [(203) 357-6768],
or, if sent to the Mortgage Loan Seller, will be mailed, hand delivered,
couriered or sent by facsimile transmission and confirmed to it at 125 Park
Avenue, 10th Floor, New York, New York 10017, Attention: [Mike Krull, Managing
Director], fax number [(212) 716-8911], with a copy to [David Martindale and
Patricia A. DeLuca, Esq.], fax number [(203) 357-6768], and if to the
Underwriters, [specify addresses].

            9. Third Party Beneficiaries.

            (a) The representations, warranties and agreements made by the
Mortgage Loan Seller in this Agreement are made for the benefit of, and, to the
extent they are assigned by the Company to the Trustee under the Pooling and
Servicing Agreement, may be enforced by or on behalf of, the Trustee, the
Servicer (as to the Mortgage Loans serviced by the Servicer) or the Special
Servicer (as to the Mortgage Loans serviced by the Special Servicer), as
provided in the Pooling and Servicing Agreement, to the same extent that the
Company has rights against the Mortgage Loan Seller under this Agreement in
respect of representations, warranties and agreements made by the Mortgage Loan
Seller herein.

            (b) Each of the Underwriters is an intended third party beneficiary
of the representations, warranties and covenants of the Mortgage Loan Seller set
forth in Sections 2(b), 6, and 7 (and, to the extent relevant to the foregoing,
in Sections 10, 11, 12, 13 and 14) of this Agreement. It is acknowledged and
agreed that such representations, warranties and covenants may be enforced by or
on behalf of any Underwriter against the Mortgage Loan Seller to the same extent
as if it was a party hereto.

            10. Miscellaneous. This Agreement will be governed by and construed
in accordance with the substantive laws of the State of New York, without regard
to conflicts of laws principles. Neither this Agreement nor any term hereof may
be changed, waived, discharged or terminated except by a writing signed by the
party against whom enforcement of such change, waiver, discharge or termination
is sought. This Agreement may not be changed or waived in any manner which would
have a material adverse effect on Certificateholders without the prior written
consent of the Trustee. This Agreement also may not be changed in any manner
which would have a material adverse effect on any other third party beneficiary
hereof without


                                      B-12
<PAGE>

the prior written consent of that person. This Agreement may be executed in any
number of counterparts, each of which shall for all purposes be deemed to be an
original and all of which shall together constitute but one and the same
instrument. This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns, and no other person
will have any right or obligation hereunder, other than as provided herein. This
Agreement is enforceable by the Underwriters and the other third party
beneficiaries hereto in all respects to the same extent as if they had been
signatories hereof.

            11. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement, or
in certificates of officers of the Mortgage Loan Seller and the Company
submitted pursuant hereto, shall remain operative and in full force and effect
and shall survive transfer and sale of the Mortgage Loans to the Company and by
the Company to the Trustee notwithstanding any language to the contrary
contained in any endorsement of any Mortgage Loan.

            12. 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.

            13. Further Assurances. The Mortgage Loan Seller and the Company
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.

            14. JURISDICTION. THE MORTGAGE LOAN SELLER HEREBY IRREVOCABLY AND
UNCONDITIONALLY:

            (A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
            PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND
            ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-
            EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW
            YORK, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN
            DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

            (B) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN
            SUCH COURTS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
            HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT
            OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT
            COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

                                      B-13
<PAGE>

            (C) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING
            MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED
            MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID,
            TO THE MORTGAGE LOAN SELLER AT ITS ADDRESS SET FORTH HEREIN FOR
            NOTICES OR AT SUCH OTHER ADDRESS OF WHICH THE COMPANY SHALL HAVE
            BEEN NOTIFIED; AND

            (D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT
            SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL
            LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.

            15. Costs. The Mortgage Loan Seller shall pay (or shall reimburse
the Company to the extent that the Company has paid) the Mortgage Loan Seller's
pro rata portion of the aggregate of the following amounts (the Mortgage Loan
Seller's pro rata portion to be determined according to the percentage that the
principal balance of the Mortgage Loans represents of the principal balance of
the Mortgage Loans and the Other Mortgage Loans): [(i) the costs and expenses of
printing (or otherwise reproducing) and delivering a preliminary and final
Prospectus relating to the Certificates; (ii) the initial fees, costs, and
expenses of the Trustee (including reasonable attorneys' fees); (iii) the filing
fee charged by the Securities and Exchange Commission for registration of the
Certificates so registered and reasonable attorney's fees and legal expenses in
connection therewith; (iv) the fees charged by the Rating Agencies to rate the
Certificates so rated and reasonable attorney's fees and legal expenses in
connection therewith; (v) the fees and expenses of counsel to the Underwriter;
(vi) the fees and expenses of counsel to the Depositor; (vii) the fees and
expenses of counsel to the Servicers; (vii) the fees and expenses of counsel to
the Mortgage Loan Seller and the sellers of the Other Mortgage Loans; (ix) the
costs and expenses of the "Bloomberg roadshow"; (x) the expense of recording any
assignment of Mortgage or assignment of Assignment of Leases as contemplated by
Article 2 of the Pooling and Servicing Agreement; (xi) the cost of obtaining a
"comfort letter" from a firm of certified public accountants selected by the
Company and the Mortgage Loan Seller with respect to numerical information in
respect of the Mortgage Loans included in the Prospectus; and (xii) other
miscellaneous costs and expenses agreed upon by the parties hereto.] All other
costs and expenses in connection with the transactions contemplated hereunder
shall be borne by the party incurring such expense.

            16. Characterization of Sale. It is the express intent of the
parties hereto that the conveyance of the Mortgage Loans by the Mortgage Loan
Seller to the Company as provided in Section 1 hereof be, and be construed as, a
sale of the Mortgage Loans by the Mortgage Loan Seller to the Company and not as
a pledge of the Mortgage Loans by the Mortgage Loan Seller to the Company to
secure a debt or other obligation of the Mortgage Loan Seller.

                            [Signature page follows]



                                      B-14

<PAGE>



            IN WITNESS WHEREOF, the Company and the Mortgage Loan Seller have
caused this Agreement to be duly executed by their respective officers as of the
day and year first above written.

                                       GE COMMERCIAL MORTGAGE CORPORATION

                                       By ____________________________________
                                          Name:_______________________________
                                          Title:______________________________

                                       GENERAL ELECTRIC CAPITAL CORPORATION

                                       By:____________________________________
                                          Name:_______________________________
                                          Title:______________________________



                                      B-15
<PAGE>



                                    EXHIBIT A

                             MORTGAGE LOAN SCHEDULE

                         [begins on the following page]

















                                      B-16
<PAGE>

ANNEX A-I

     CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

<TABLE>
<CAPTION>
                 % of                            % of
                Initial   Initial    Loan     Applicable                 Mortgage                              General    Detailed
                 Pool      Pool     Group 1   Loan Group      # of         Loan      Original     Cut-off      Property   Property
Property Name   Balance   Balance    or 2      Balance     Properties   Seller (1)   Balance    Date Balance     Type       Type
-------------   -------   -------   -------   ----------   ----------   ----------   --------   ------------   --------   --------
<S>             <C>       <C>       <C>       <C>          <C>          <C>          <C>        <C>            <C>        <C>








<CAPTION>
                                                                           Stated
                                                            Original      Remaining
                                                             Term to       Term to       Original      Remaining
                Interest    Administra-      Interest      Maturity or   Maturity or   Amortization   Amortization
Property Name     Rate     tive Fee Rate   Accrual Basis   APD (mos.)    APD (mos.)    Term (mos.)    Term (mos.)
-------------   --------   -------------   -------------   -----------   -----------   ------------   ------------
<S>             <C>        <C>             <C>             <C>           <C>           <C>            <C>








</TABLE>

<TABLE>
<CAPTION>
                                                               Remaining
First Payment  Maturity Date   Annual Debt   Monthly Debt   Interest Only                            Crossed with        DSCR
    Date          or APD         Service       Service      Period (mos.)   Lockbox   APD (Yes/No)   Other Loans    (2)(4)(6)(7)(10)
-------------  -------------   -----------   ------------   -------------   -------   ------------   ------------  ----------------
<S>            <C>             <C>           <C>            <C>             <C>       <C>            <C>           <C>






<CAPTION>
                                                          Cut-off Date
First Payment                                 Appraised    LTV Ratio     LTV Ratio at
    Date        Grace Period   Payment Date     Value      (4)(6)(10)    Maturity/APD   Address   City
-------------   ------------   ------------   ---------   ------------   ------------   -------   ----
<S>             <C>            <C>            <C>         <C>            <C>            <C>       <C>






</TABLE>

<TABLE>
<CAPTION>
                                                                                Loan per
                                                                                  Net      Prepayment
                                                                                Rentable   Provisions                Third Most
                                           Year      Net Rentable    Units of     Area       (# of      Third Most   Recent MOI
County   State   Zip Code   Year Built   Renovated   Area SF/Units   Measure    SF/Units   payments)    Recent NOI      Date
------   -----   --------   ----------   ---------   -------------   --------   --------   ----------   ----------   ----------
<S>      <C>     <C>        <C>          <C>         <C>             <C>        <C>        <C>          <C>          <C>








<CAPTION>


            Second     Second Most
             Most      Recent NOI       Most      Most Recent                      Underwritten
County    Recent NOI      Date       Recent NOI    NOI Date     Underwritten NOI     Revenue      Underwritten EGI
------    ----------   -----------   ----------   -----------   ----------------   ------------   ----------------
<S>       <C>          <C>           <C>          <C>           <C>                <C>            <C>








</TABLE>

<TABLE>
<CAPTION>
             Upfront Actual   Ongoing Actual
Occupancy     Replacement      Replacement                                                          Monthly Insurance
as-of-Date      Reserves         Reserves      Upfront TI/LC   Monthly TI/LC   Monthly Tax Escrow        Escrow
----------   --------------   --------------   -------------   -------------   ------------------   -----------------
<S>          <C>              <C>              <C>             <C>             <C>                  <C>









<CAPTION>

Occupancy          Upfront         Environmental   Engineering Report   Appraisal as of
as-of-Date   Engineering Reserve    Report Date           Date               Date         Sponsor of Borrower
----------   -------------------   -------------   ------------------   ---------------   -------------------
<S>          <C>                   <C>             <C>                  <C>               <C>









</TABLE>


<PAGE>

ANNEX A-1

<TABLE>
<CAPTION>
Underwritten   Underwritten   Underwritten   Underwritten Net   Largest          Lease      2nd Largest
  Expenses       Reserves        TI/LC          Cash Flow       Tenant    SF   Expiration     Tenant      SF   Lease Expiration
------------   ------------   ------------   ----------------   -------   --   ----------   -----------   --   ----------------
<S>            <C>            <C>            <C>                <C>       <C>  <C>          <C>           <C>  <C>









<CAPTION>
Underwritten   3rd Largest
  Expenses       Tenant      SF   Lease Expiration   Occupancy Rate
------------   -----------   --   ----------------   --------------
<S>            <C>           <C>  <C>                <C>










</TABLE>

<TABLE>
<CAPTION>
Underwritten   Underwritten   Underwritten   Underwritten Net   Largest          Lease      2nd Largest
  Expenses       Reserves        TI/LC          Cash Flow       Tenant    SF   Expiration     Tenant      SF   Lease Expiration
------------   ------------   ------------   ----------------   -------   --   ----------   -----------   --   ----------------
<S>            <C>            <C>            <C>                <C>       <C>  <C>          <C>           <C>  <C>








</TABLE>

<TABLE>
<CAPTION>
Underwritten    3rd Largest
  Expenses        Tenant      SF   Lease Expiration   Occupancy Rate
------------    -----------   --   ----------------   --------------
<S>             <C>           <C>  <C>                <C>








</TABLE>


<PAGE>


                                    EXHIBIT B

                          FORM OF OFFICER'S CERTIFICATE

            I, ________________, hereby certify that I am a duly elected and
acting ____________________ of [Seller]" (the "Company"), in connection with the
sale of certain mortgage loans to GE Commercial Mortgage Corporation (the
"Depositor") pursuant to that certain Mortgage Loan Purchase and Sale Agreement,
dated as of ____ __, 20-- (the "Mortgage Loan Purchase and Sale Agreement"),
between the Company and the Depositor, and hereby certify further as follows:

            1.    The Company is a [corporation]" duly incorporated and existing
                  under the laws of the State of [Delaware].

            2.    Attached hereto as Attachment A is a true and correct copy of
                  the [certificate of incorporation]" of the Company, certified
                  as of ___________, 20-- by the Secretary of State of
                  [Delaware]" (the "Certificate of [Incorporation]").

            3.    Since __________, 20--, the Company has not filed with the
                  Secretary of State of [Delaware]" any amendment or other
                  document relating to or affecting, the Certificate of
                  Incorporation.

            4.    Attached hereto as Attachment B is a true and correct copy of
                  the [By-Laws]" of the Company, as in effect at all times on
                  and after ________, [20--]" through the date hereof.

            5.    The resolutions attached hereto as Attachment C (the
                  "Resolutions") were adopted by the unanimous written consent
                  of the board of [directors]" of the Company as of
                  ____________, [20--].

            6.    The Resolutions (a) represent the only resolutions of the
                  board of [directors]" or [shareholders]" of the Company
                  relating to the sale of the mortgage loans referred to in the
                  Mortgage Loan Purchase and Sale Agreement; (b) have not been
                  amended, modified, rescinded or repealed by any subsequent
                  action of the Company's board of [directors]" or
                  [shareholders]; and (c) were in full force and effect at all
                  times on __________, 20-- and thereafter through the date
                  hereof.

            7.    Attached hereto as Attachment D is the certificate of the
                  Secretary of State of [Delaware]" dated ___________, 20--,
                  with respect to the good standing of the Company in
                  [Delaware].

            8.    Since _________, 20--, the Company has not received any
                  notification from the Secretary of State of [Delaware], or any
                  other source affecting the good standing of the Company in
                  [Delaware].

                                      B-17
<PAGE>

            9.    The representations and warranties of the Company in the
                  Mortgage Loan Purchase and Sale Agreement are true and correct
                  in all material respects on and as of the date hereof.

            10.   On or prior to the date hereof, the Company has complied with
                  all agreements and performed or satisfied all conditions on
                  its part to be performed or satisfied at or prior to the date
                  hereof.

            11.   Each person who, as an officer or representative of the
                  Company, signed the Mortgage Loan Purchase and Sale Agreement
                  or any other document or certificate delivered on or before
                  the date hereof in connection with the transactions
                  contemplated by the Mortgage Loan Purchase and Sale Agreement
                  was, at the respective times of such signing and delivery, and
                  is now, duly elected or appointed, qualified and acting as
                  such officer or representative, and the signature of such
                  persons appearing on such documents are their genuine
                  signatures.

                            [SIGNATURE PAGE FOLLOWS]



                                      B-18
<PAGE>




            IN WITNESS WHEREOF, I have hereunto signed my name as of this __ day
of ____ 20--.

                                       By:____________________________________
                                          Name:
                                          Title:


















                                      B-19
<PAGE>



                                    EXHIBIT C

                              FORM OF LEGAL OPINION

            1. The Mortgage Loan Seller is a [corporation] duly
[incorporated][organized], validly existing and 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, and the Mortgage Loan Seller has taken all
necessary action to authorize the execution, delivery and performance of the
Mortgage Loan Purchase and Sale Agreement by it, and has the power and authority
to execute, deliver and perform the Mortgage Loan Purchase and Sale Agreement
and all the transactions contemplated hereby, including, but not limited to, the
power and authority to sell, assign and transfer the Mortgage Loans in
accordance with the Mortgage Loan Purchase and Sale Agreement.

            2. The Mortgage Loan Purchase and Sale Agreement has been duly
authorized, executed and delivered by the Mortgage Loan Seller and constitutes
the legal, valid and binding obligations of the Mortgage Loan Seller,
enforceable against the Mortgage Loan Seller in accordance with the terms of the
Mortgage Loan Purchase and Sale Agreement, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium 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), and except to the extent rights to indemnity
and contribution may be limited by applicable law.

            3. The execution and delivery of the Mortgage Loan Purchase and Sale
Agreement by the Mortgage Loan Seller and the performance of its obligations
under the Mortgage Loan Purchase and Sale Agreement will not conflict with any
provision of any law or regulation to which the Mortgage Loan Seller is subject,
or conflict with, result in a breach of or constitute a default under any of the
terms, conditions or provisions of any of the Mortgage Loan Seller's
organizational documents or, to our knowledge, any agreement or instrument to
which the Mortgage Loan Seller is a party or by which it is bound, or any order
or decree applicable to the Mortgage Loan Seller, or result in the creation or
imposition of any lien on any of the Mortgage Loan Seller's assets or property,
in each case which would materially and adversely affect the ability of the
Mortgage Loan Seller to carry out the transactions contemplated by the Mortgage
Loan Purchase and Sale Agreement.

            4. To our knowledge, there is no action, suit, proceeding or
investigation pending or threatened in writing against the Mortgage Loan Seller
in any court or by or before any other governmental agency or instrumentality
which would materially and adversely affect the validity of the Mortgage Loans
or the ability of the Mortgage Loan Seller to carry out the transactions
contemplated by this Agreement.

            5. To our knowledge, the Mortgage Loan Seller is not in default with
respect to any order or decree of any court or any order, regulation or demand
of any federal, state, municipal or governmental agency, which default might
have consequences that would materially and adversely affect the condition
(financial or other) or operations of the Mortgage



<PAGE>

Loan Seller or its properties or might have consequences that would materially
and adversely affect its performance under the Mortgage Loan Purchase and Sale
Agreement.

            6. No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Mortgage Loan Seller of or compliance by the Mortgage Loan
Seller with the Mortgage Loan Purchase and Sale Agreement or the consummation of
the transactions contemplated by the Mortgage Loan Purchase and Sale Agreement,
other than those which have been obtained by the Mortgage Loan Seller.

            In addition, counsel shall state (which statement shall be in form
and substance reasonably acceptable to the Company and counsel to the
Underwriters) their view as to the accuracy of the information regarding the
Mortgage Loans in the Preliminary Prospectus (together with the Time of Sale
Information) as of the Time of Sale and the Final Prospectus Supplement.















                                        2
<PAGE>



                                   EXHIBIT D

                  MORTGAGE LOAN REPRESENTATIONS NAD WARRANTIES

      The Mortgage Loan Seller represents and warrants with respect to each
Mortgage Loan that, as of the date specified below or, if no such date is
specified, as of the Closing Date, except as set forth on Exhibit E hereto:

      I. Mortgage Loan Schedule. The information pertaining to each Mortgage
      Loan set forth in the Mortgage Loan Schedule was true and correct in all
      material respects as of the Cut-off Date.

      II. Legal Compliance. As of the date of its origination, such Mortgage
      Loan complied in all material respects with, or was exempt from, all
      requirements of federal, state or local law relating to the origination of
      such Mortgage Loan.

      III. Good Title; Conveyance. Immediately prior to the sale, transfer and
      assignment to the Company, the Mortgage Loan Seller had good title to, and
      was the sole owner of, each Mortgage Loan, and the Mortgage Loan 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 (other than the rights to servicing and related compensation
      as reflected in the Agreement to Appointment of Servicer).

      IV. Future Advances. The proceeds of such Mortgage Loan have been fully
      disbursed and there is no requirement for future advances thereunder.

      V. Legal, Valid and Binding Obligations. Each related Mortgage Note,
      Mortgage, Assignment of Leases (if any) and other agreements executed in
      connection with such Mortgage Loan are legal, valid and binding
      obligations of the related mortgagor (subject to any non-recourse
      provisions therein and any state anti-deficiency legislation), enforceable
      in accordance with their terms, except with respect to provisions relating
      to default interest, late fees, additional interest, yield maintenance
      charges or prepayment premiums and except as such enforcement may be
      limited by bankruptcy, insolvency, receivership, reorganization,
      moratorium, or other laws affecting the enforcement of creditors' rights
      generally, or by general principles of equity (regardless of whether such
      enforcement is considered in a proceeding in equity or at law).

      VI. Offsets or Defenses. As of the date of its origination, there was no
      valid offset, defense, counterclaim or right to rescission with respect to
      any of the related Mortgage Note, Mortgage(s) or other agreements executed
      in connection therewith, and, as of the Cut-off Date, there is no valid
      offset, defense, counterclaim or right to rescission with respect to such
      Mortgage Note, Mortgage(s) or other agreements.

<PAGE>

      VII. Assignments of Mortgage and Assignment of Leases. Each related
      assignment of Mortgage and assignment of Assignment of Leases from the
      Mortgage Loan Seller to the Trustee constitutes the legal, valid and
      binding assignment of the Mortgage to the Trustee, except as such
      enforcement may be limited by bankruptcy, insolvency, receivership,
      redemption, reorganization, moratorium, redemption, liquidation or other
      laws relating to or affecting creditors' rights generally or by general
      principles of equity (regardless of whether such enforcement is considered
      in a proceeding in equity or at law). Each related Mortgage and Assignment
      of Leases is freely assignable upon notice to the Mortgagor.

      VIII. Mortgage Lien; Title Exceptions. Each related Mortgage is a legal,
      valid and enforceable first lien on the related Mortgaged Property or
      Ground Lease, as applicable, including all buildings and improvements
      thereon, subject only to the following title exceptions (each such
      exception, a "Title Exception", and collectively, the "Title Exceptions"):
      (a) the lien of current real property taxes, ground rents, water charges,
      sewer rents and assessments not yet due and payable, (b) covenants,
      conditions and restrictions, rights of way, easements and other matters of
      public record, none of which, individually or in the aggregate, materially
      and adversely interferes with the current use or operation of the
      Mortgaged Property or the security intended to be provided by such
      Mortgage or with the Mortgagor's ability to pay its obligations when they
      become due or materially and adversely affects the value of the Mortgaged
      Property and (c) the exceptions (general and specific) and exclusions set
      forth in the mortgage policy of title insurance issued with respect to the
      Mortgage Loan or appearing of record, none of which, individually or in
      the aggregate, materially interferes with the current use or operation of
      the Mortgaged Property or the security intended to be provided by such
      Mortgage or with the Mortgagor's ability to pay its obligations when they
      become due or materially and adversely affects the value of the Mortgaged
      Property, and the Mortgaged Property is free and clear of any mechanics
      and materialmen's liens which are prior to or equal to the lien of the
      related Mortgage, except those which are insured against by a lender's
      title insurance policy.

      IX. Taxes and Assessments. All real estate taxes and governmental
      assessments, fees, environmental charges or water or sewer bills that
      prior to the Cut-off Date have become delinquent in respect of each
      related Mortgaged Property have been paid as of the Cut-off Date, or an
      escrow of funds in an amount sufficient to cover such payments has been
      established. [Such taxes and assessments shall not be considered
      delinquent or unpaid until the date on which interest or penalties may
      first be payable thereon.]

      X. Property Condition; Condemnation Proceedings. To the Mortgage Loan
      Seller's knowledge as of the Cut-Off Date, after conducting due diligence
      consistent with the practice of institutional lenders generally for
      properties of the same type as the related Mortgaged Property, each
      related Mortgaged Property was free and clear of any material damage
      (other than deferred maintenance for

                                      -2-
<PAGE>

      which escrows were established at origination) that would affect
      materially and adversely the value, use or operation of such Mortgaged
      Property as security for the Mortgage Loan; and there was no proceeding
      pending for the total or partial condemnation of such Mortgaged Property.

      XI. Title Insurance. The Mortgage Loan Seller has received an ALTA
      lender's title insurance policy or a comparable form of lender's title
      insurance policy (or a commitment "marked up" at the closing of the
      related Mortgage Loan) as adopted in the applicable jurisdiction (the
      "Title Insurance Policy"), insuring the portion of each Mortgaged Property
      comprised of real estate and insuring that the related Mortgage is a valid
      first lien in the original principal amount of the related Mortgage Loan
      on the Mortgagor's fee simple interest (or, if applicable, leasehold
      interest) in such Mortgaged Property comprised of real estate, subject
      only to Title Exceptions. No claims have been made under such Title
      Insurance Policy. Such Title Insurance Policy is in full force and effect,
      provides that the insured includes the owner of the Mortgage Loan and all
      premiums thereon have been paid. The Mortgage Loan Seller has not done, by
      act or omission, anything that would impair the coverage under such Title
      Insurance Policy. The insurer issuing such policy is either (x) a
      nationally-recognized title insurance company or (y) qualified to do
      business in the jurisdiction in which the related Mortgaged Property is
      located to the extent required; such policy contains no material
      exclusions for, or affirmatively insures (except for any Mortgaged
      Property located in a jurisdiction where such insurance is not available)
      (a) access to public roads or (b) against any loss due to encroachments of
      any material portion of the improvements thereon.

      XII. Insurance. As of the date of the origination of each Mortgage Loan,
      the related Mortgaged Property was insured by all insurance coverage
      required under each related Mortgage, which insurance covered such risks
      as were customarily acceptable to prudent commercial and multifamily
      mortgage lending institutions lending on the security of property
      comparable to the related Mortgaged Property in the jurisdiction in which
      such Mortgaged Property is located; each Mortgaged Property was covered by
      a fire and extended perils insurance policy in an amount (subject to a
      customary deductible) at least equal to the lesser of (i) replacement cost
      of improvements located on such Mortgaged Property, or (ii) the initial
      principal balance of the Mortgage Loan, and in any event, the amount
      necessary to avoid the operation of any co-insurance provisions; except as
      set forth on Exhibit E, each Mortgaged Property was covered by business
      interruption or rental loss insurance in an amount at least equal to 12
      months of operations of the related Mortgaged Property; each Mortgaged
      Property and all improvements thereon are also covered by comprehensive
      general liability insurance in such amounts as are generally required by
      reasonably prudent lenders for similar properties; such insurance was in
      full force and effect with respect to each related Mortgaged Property at
      origination; and, as of the Cut-off Date, to the actual knowledge of the
      Mortgage Loan Seller, all insurance coverage required under each Mortgage,
      was in full force and effect with respect to each related Mortgaged
      Property; and no notice of

                                      -3-
<PAGE>

      termination or cancellation with respect to any such insurance policy has
      been received by the Mortgage Loan Seller; and except for certain amounts
      not greater than amounts which would be considered prudent by an
      institutional commercial mortgage lender with respect to a similar
      mortgage loan and which are set forth in the related Mortgage, any
      insurance proceeds in respect of a casualty loss will be applied either to
      (1) the repair or restoration of the related Mortgaged Property, or (2)
      the reduction of the outstanding principal balance of the Mortgage Loan,
      subject in either case to requirements with respect to leases at the
      related Mortgaged Property and to other exceptions customarily provided
      for by prudent institutional lenders for similar loans. The insurer with
      respect to each policy is qualified to write insurance in the relevant
      jurisdiction to the extent required. The insurance policies contain a
      standard mortgagee clause naming mortgagee, its successors and assigns as
      loss payees in the case of property insurance policies and additional
      insureds in the case of liability insurance policies and provide that they
      are not terminable and may not be reduced below replacement cost, if
      applicable, without 30 days prior written notice to the mortgagee (or,
      with respect to non-payment, 10 days prior written notice to the
      mortgagee) or such lesser period as prescribed by applicable law. Each
      Mortgage requires that the Mortgagor maintain insurance as described
      above.

      XIII. Material Defaults. Other than payments due but not yet 30 days or
      more delinquent there is (A) no material default, breach, violation or
      event of acceleration existing under the related Mortgage Note or each
      related Mortgage, and (B) since the date of origination of such Mortgage
      Loan, there has been no declaration by the Mortgage Loan Seller of an
      event of acceleration under the related Mortgage or Mortgage Note, and (C)
      Mortgage Loan Seller has not received notice of any event which, with the
      passage of time or with notice and the expiration of any grace or cure
      period, would constitute a material default, breach, violation or event of
      acceleration under any of such documents; the Mortgage Loan Seller has not
      waived any other material default, breach, violation or event of
      acceleration under any of such documents; and under the terms of each
      Mortgage Loan, each related Mortgage Note, each related Mortgage and the
      other loan documents in the related Mortgage File, no person or party
      other than the holder of such Mortgage Note may declare an event of
      default or accelerate the related indebtedness under such Mortgage Loan,
      Mortgage Note or Mortgage; 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 representation and warranty made by the
      Mortgage Loan Seller elsewhere in the Mortgage Loan Purchase and Sale
      Agreeement.

      XIV. Payment Record. As of the Cut-Off Date, each Mortgage Loan is not,
      and in the prior 12 months (or since the date of origination if such
      Mortgage Loan has been originated within the past 12 months) has not been,
      30 days or more past due in respect of any Scheduled Payment.

                                      -4-
<PAGE>

      XV. Qualified Mortgage. 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 Regulations 1.860G-2(f)(2) that
      treats a defective obligation as a qualified mortgage, or any
      substantially similar successor provision). Accordingly, the Mortgage Loan
      Seller represents and warrants that each Mortgage Loan is directly secured
      by a Mortgage on a commercial property or a multifamily residential
      property, and either (1) substantially all of the proceeds of such
      Mortgage Loan were used to acquire, improve or protect the portion of such
      commercial or multifamily residential property that consists of an
      interest in real property (within the meaning of Treasury Regulations
      Sections 1.856-3(c) and 1.856-3(d)) and such interest in real property was
      the only security for such Mortgage Loan as of the Testing Date (as
      defined below), or (2) the fair market value of the interest in real
      property which secures such Mortgage Loan was at least equal to 80% of the
      principal amount of the Mortgage Loan (a) as of the Testing Date, or (b)
      as of the Closing Date. For purposes of the previous sentence, (1) the
      fair market value of the referenced interest in real property shall first
      be reduced by (a) the amount of any lien on such interest in real property
      that is senior to the Mortgage Loan, and (b) a proportionate amount of any
      lien on such interest in real property that is on a parity with the
      Mortgage Loan, and (2) the "Testing Date" shall be the date on which the
      referenced Mortgage Loan was originated unless (a) such Mortgage Loan was
      modified after the date of its origination in a manner that would cause
      "significant modification" of such Mortgage Loan within the meaning of
      Treasury Regulations Section 1.1001-3(b), and (b) such "significant
      modification" did not occur at a time when such Mortgage Loan was in
      default or when default with respect to such Mortgage Loan was reasonably
      foreseeable. However, if the referenced Mortgage Loan has been subjected
      to a "significant modification" after the date of its origination and at a
      time when such Mortgage Loan was not in default or when default with
      respect to such Mortgage Loan was not reasonably foreseeable, the Testing
      Date shall be the date upon which the latest such "significant
      modification" occurred. Any prepayment premiums and yield maintenance
      charges applicable to the Mortgage Loan constitute "customary prepayment
      penalties" within the meaning of Treasury Regulations Section
      1.860G-1(b)(2).

      XVI. Environmental. One or more Phase I environmental site assessments or
      updates thereof (each a "Phase I") meeting ASTM requirements were
      performed by an environmental consulting firm experienced in environmental
      matters and properly licensed, if applicable, and independent of the
      Mortgage Loan Seller and the Mortgage Loan Seller's affiliates with
      respect to each related Mortgaged Property within the 18 months prior to
      the Closing Date and the Mortgage Loan Seller, having made no independent
      inquiry other than to review the Phase I prepared in connection with the
      assessment(s) referenced herein, has no knowledge and has received no
      notice of any material and adverse environmental condition or circumstance
      affecting such Mortgaged Property that was not disclosed in such
      report(s). With respect to any material and adverse environmental matters
      disclosed in such Phase I, then either (i) the same have been remediated
      in all material respects, (ii) sufficient funds have been escrowed

                                      -5-
<PAGE>

      for purposes of effecting such remediation, (iii) the related mortgagor or
      other responsible party is currently taking or required to take such
      actions, if any, with respect to such matters as have been recommended by
      the Phase I or required by the applicable governmental authority, (iv) an
      operations and maintenance plan has been or will be implemented, (v)
      environmental insurance has been obtained with respect to such matters,
      subject to customary limitations, or (vi) such conditions or circumstances
      were investigated further and, based upon such additional investigation, a
      qualified environmental consultant recommended no further investigation or
      remediation. Each Mortgage Loan requires the related mortgagor to comply,
      and cause the related Mortgaged Property to be in compliance, with all
      applicable federal, state and local environmental laws and regulations.

      XVII. Customary Mortgage Provisions. Each related Mortgage contains
      customary and enforceable provisions such as to render the rights and
      remedies of the holder thereof adequate for the practical realization
      against the Mortgaged Property of the benefits of the security, including
      realization by judicial or, if applicable, non-judicial foreclosure,
      subject to the effects of bankruptcy or similar law affecting the right of
      creditors and the application of principles of equity.

      XVIII. Bankruptcy. As of origination, and as of the Cut-off Date, no
      Mortgagor is a debtor in any state or federal bankruptcy or insolvency
      proceeding.

      XIX. Transfers and Subordinate Debt. Subject to certain exceptions, which
      are customarily acceptable to commercial and multifamily mortgage lending
      institutions lending on the security of property comparable to the related
      Mortgaged Property, each related Mortgage or loan agreement contains
      provisions for the acceleration of the payment of the unpaid principal
      balance of such Mortgage Loan if, without complying with the requirements
      of the Mortgage or loan agreement, the related Mortgaged Property, or any
      controlling interest in the related Mortgagor, is directly transferred or
      sold (other than by reason of family and estate planning transfers and
      transfers of less than a controlling interest in a mortgagor, or a
      substitution or release of collateral within the parameters of Paragraph
      (xxii) below), or encumbered in connection with subordinate financing by a
      lien or security interest against the related Mortgaged Property, other
      than any existing permitted additional debt.

      XX. Waivers and Modifications. The terms of the related Mortgage Note and
      Mortgage(s) have not been waived, modified, altered, satisfied, impaired,
      canceled, subordinated or rescinded in any manner which materially
      interferes with the security intended to be provided by such Mortgage.

      XXI. Inspection. Each related Mortgaged Property was inspected by or on
      behalf of the related originator or an affiliate within the 18 months
      prior to the Closing Date.

                                      -6-
<PAGE>

      XXII. Releases. Except as set forth below, since origination, no material
      portion of the related Mortgaged Property has been released from the lien
      of the related Mortgage, in any manner which materially and adversely
      affects the value, use or operation of the Mortgage Loan or materially
      interferes with the security intended to be provided by such Mortgage. The
      terms of the related Mortgage do not provide for release of any material
      portion of the Mortgaged Property from the lien of the Mortgage except (a)
      in consideration of payment therefor equal to not less than the related
      allocated loan amount of such Mortgaged Property, (b) upon payment in full
      of such Mortgage Loan, (c) for Mortgage Loans which permit defeasance by
      means of substituting for the Mortgaged Property (or, in the case of a
      Mortgage Loan secured by multiple Mortgaged Properties, one or more of
      such Mortgaged Properties) U.S. Treasury obligations (or other defeasance
      collateral permitted under the REMIC Provisions) sufficient to pay the
      Mortgage Loans in accordance with their terms, (d) for Mortgage Loans
      which permit the related Mortgagor to substitute a replacement property,
      (e) for releases not considered material for purposes of underwriting the
      Mortgage Loan, or (f) for releases that are conditional upon the
      satisfaction of certain underwriting and legal requirements and require
      payment of a release price that represents adequate consideration for such
      Mortgaged Property. The terms of the Mortgage Loan do not provide for the
      release of any portion of the Mortgaged Property that would constitute a
      "significant modification" under Section 1001 of the Code unless the
      Mortgagor is required to provide a REMIC Opinion of Counsel.

      XXIII. Zoning. To the Mortgage Loan Seller's knowledge, as of the date of
      origination of such Mortgage Loan, based on due diligence considered
      reasonable by prudent commercial conduit mortgage lenders in the lending
      area where the applicable Mortgaged Property is located, and, to the
      Mortgage Loan Seller's actual knowledge, as of the Cut-off Date, there are
      no violations of any applicable zoning ordinances, building codes and land
      laws applicable to the Mortgaged Property or the use and occupancy thereof
      which (i) are not insured by an ALTA lender's title insurance policy (or a
      binding commitment therefor), or its equivalent as adopted in the
      applicable jurisdiction, or a law and ordinance insurance policy, or (ii)
      would have a material adverse effect on the value, use, operation or net
      operating income of the Mortgaged Property.

      XXIV. Single Purpose Entity. Each Mortgagor with respect to a Mortgage
      Loan with a principal balance as of the Cut-off Date in excess of 5% of
      the aggregate principal balance of all of the mortgage loans included in
      the Trust Fund is an entity whose organizational documents provide that it
      is, and at least so long as the Mortgage Loan is outstanding will continue
      to be, a single purpose entity. (For this purpose, "single-purpose entity"
      shall mean a person, other than an individual, which does not engage in
      any business unrelated to the related Mortgaged Property and its
      financing, does not have any significant assets other than those related
      to its interest in such Mortgaged Property or its financing, or any
      indebtedness other than as permitted by the related Mortgage or the other
      documents in the Mortgage Loan File, has its own books and records
      separate and

                                      -7-
<PAGE>

      apart from any other person, and holds itself out as being a legal entity,
      separate and apart from any other person).

      XXV. Litigation Or Other Proceedings. As of the date of origination and,
      to the Mortgage Loan Seller's knowledge, as of the Cut-off Date, there was
      no pending action, suit or proceeding against the Mortgagor or the related
      Mortgaged Property that could reasonably be expected to materially and
      adversely affect either such Mortgagor's performance under the related
      Mortgage Loan documents or the holders of the Certificates.

      XXVI. Usury. The Mortgage Rate (exclusive of any default interest, late
      charges or prepayment premiums) of such Mortgage Loan is a fixed rate, and
      complied as of the date of origination with, or is exempt from, applicable
      state or federal laws, regulations and other requirements pertaining to
      usury.

      XXVII. Flood Insurance. The improvements located on the Mortgaged Property
      are either not located in a federally designated special flood hazard
      area, or if so located, then either (i) flood insurance is not required by
      the Federal Emergency Management Agency or (ii) the Mortgagor is required
      to maintain, and as of origination did maintain, or the Mortgagee
      maintains, flood insurance with respect to such improvements.

      XXVIII. Escrow Deposits. All escrow deposits and payments required
      pursuant to the Mortgage Loan to be deposited with the Mortgage Loan
      Seller or its agent have been so deposited, are in the possession, or
      under the control, of the Mortgage Loan Seller or its agent and there are
      no deficiencies in connection therewith.

      XXIX. Licenses and Permits. To the Mortgage Loan Seller's knowledge, based
      on due diligence customarily performed in the origination of comparable
      mortgage loans by prudent commercial and multifamily mortgage lending
      institutions with respect to the related geographic area and properties
      comparable to the related Mortgaged Property, (a) as of the date of
      origination of the Mortgage Loan, the related Mortgagor, the related
      lessee, franchisee or operator was in possession of all material licenses,
      permits and authorizations then required for use of the related Mortgaged
      Property, and in the case of a Mortgaged Property operated as a hotel, the
      franchise agreement, if any, is in full force and effect, and no default,
      or event that, with the passage of time or the giving of notice or both,
      would constitute a default, had occurred under such franchise agreement,
      and, (b) as of the Cut-Off Date, the Mortgage Loan Seller has no knowledge
      that the related Mortgagor, the related lessee, franchisee or operator was
      not in possession of such licenses, permits and authorizations.

      XXX. Origination, Servicing and Collection Practices. The origination (or
      acquisition, as the case may be), collection, and to the Mortgage Loan
      Seller's knowledge, the servicing practices used by the Mortgage Loan
      Seller with respect

                                      -8-
<PAGE>

      to the Mortgage Loan have been in all respects legal and have met
      customary industry standards.

      XXXI. Separate Tax Lots. Each Mortgaged Property constitutes one or more
      separate tax lots (or will constitute separate tax lots when the next tax
      maps are issued) or is subject to an endorsement under the related title
      insurance policy insuring for losses arising from any claim that the
      Mortgaged Property is not one or more separate tax lots.

      XXXII. Ground Leases. Each Mortgage Loan is secured by the fee interest in
      the related Mortgaged Property, except that with respect to the Mortgage
      Loans listed on Exhibit F attached hereto, which Mortgage Loans are
      secured by the interest of the related Mortgagor as a lessee under a
      ground lease of a Mortgaged Property (a "Ground Lease") (the term Ground
      Lease shall mean such ground lease, all written amendments and
      modifications, and any related estoppels or agreements from the ground
      lessor and, in the event the borrower's interest is a ground subleasehold,
      shall also include not only such ground sublease but also the related
      ground lease), but not by the related fee interest in such Mortgaged
      Property (the "Fee Interest") and:

            A. Such Ground Lease or a memorandum thereof has been or will be
            duly recorded or submitted for recording as of the Closing Date and
            such Ground Lease permits the interest of the lessee thereunder to
            be encumbered by the related Mortgage or, if consent of the lessor
            thereunder is required, it has been obtained prior to the Closing
            Date;

            B. Such Ground Lease (i) is not subject to any liens or encumbrances
            superior to, or of equal priority with, the related Mortgage, other
            than the related Fee Interest and Title Exceptions, or (ii) is
            subject to a subordination, non-disturbance and attornment agreement
            to which the mortgagee on the lessor's fee interest in the Mortgaged
            Property is subject;

            C. Upon the foreclosure of the Mortgage Loan (or acceptance of a
            deed in lieu thereof), the Mortgagor's interest in such Ground Lease
            is assignable to the mortgagee and its successors and assigns 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);

            D. Such Ground Lease is in full force and effect, and the Mortgage
            Loan Seller has not received as of the Closing Date notice (nor is
            the Mortgage Loan Seller otherwise aware) that any default has
            occurred under such Ground Lease;

                                      -9-
<PAGE>

            E. Such Ground Lease requires that if the mortgagee under such
            Mortgage Loan has provided the lessor with notice of its lien, then
            such lessor must give notice of any default by the lessee to the
            mortgagee, and such Ground Lease, or an estoppel letter received by
            the mortgagee from the lessor, further provides that no notice of
            termination given under such Ground Lease is effective against such
            mortgagee unless a copy has been delivered to such mortgagee in the
            manner described in such Ground Lease;

            F. The mortgagee under such Mortgage Loan is permitted a reasonable
            opportunity to cure any default under such Ground Lease that is
            curable after the receipt of written notice of any such default,
            before the lessor thereunder may terminate such Ground Lease;

            G. Such Ground Lease has an original term (together with any
            extension options, whether or not currently exercised, set forth
            therein all of which can be exercised by the mortgagee if the
            mortgagee acquires the lessee's rights under the Ground Lease) that
            extends not less than 20 years beyond the stated maturity date of
            the related Mortgage Loan (or, with respect to any Mortgage Loan
            with an Anticipated Prepayment Date, 10 years);

            H. Such Ground Lease requires the lessor to enter into a new lease
            with the mortgagee under such Mortgage Loan upon termination of such
            Ground Lease for any reason, including rejection of such Ground
            Lease in a bankruptcy proceeding;

            I. Under the terms of such Ground Lease and the related Mortgage,
            taken together, any related insurance proceeds or condemnation award
            that is awarded with respect to the leasehold interest will be
            applied either (i) to the repair or restoration of all or part of
            the related Mortgaged Property, with the mortgagee under such
            Mortgage Loan or a trustee appointed by it having the right to hold
            and disburse such proceeds as the repair or restoration progresses
            (except in such cases 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 (ii) to
            the payment or defeasance of the outstanding principal balance of
            such Mortgage Loan together with any accrued interest thereon
            (except 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);

                                      -10-
<PAGE>

            J. Such Ground Lease does not impose any restrictions on subletting
            which would be viewed as commercially unreasonable by a prudent
            commercial mortgage lender;

            K. Such Ground Lease may not be amended or modified without the
            prior consent of the mortgagee under such Mortgage Loan and that any
            such action without such consent is not binding on such mortgagee,
            its successors or assigns, except termination or cancellation if an
            event of default occurs under the Ground Lease and notice is
            provided to the mortgagee and such default is curable by the
            mortgagee as provided in the Ground Lease, but remains uncured
            beyond the applicable cure period.

                                      -11-

<PAGE>



                                    Exhibit E

                                   Exceptions