EXHIBIT 4.2



                        MORTGAGE LOAN PURCHASE AGREEMENT

            Pursuant to this Mortgage Loan Purchase Agreement dated as of [__]
(the "Agreement"), between [_________________] (together with its successors and
permitted assigns hereunder, the "Seller") and Greenwich Capital Commercial
Funding Corp. (together with its successors and permitted assigns hereunder, the
"Purchaser"), the Seller intends to sell and the Purchaser intends to purchase
certain multifamily and commercial mortgage loans (collectively, the "Mortgage
Loans"), as identified on the schedule annexed hereto as Exhibit A (the
"Mortgage Loan Schedule").

            The Purchaser intends to deposit the Mortgage Loans, together with
other assets, into a trust fund (the "Trust Fund"), the beneficial ownership of
which will be evidenced by multiple classes (each, a "Class") of mortgage
pass-through certificates (the "Certificates") to be identified as the Greenwich
Capital Commercial Funding Corp., Commercial Mortgage Trust 200[__]-[__],
Commercial Mortgage Pass-Through Certificates, Series 200[__]-[__]. One or more
"real estate mortgage investment conduit" ("REMIC") elections will be made with
respect to the Trust Fund. The Certificates will be issued pursuant to a Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), to be dated as
of [__], among the Purchaser, as depositor, [__], as master servicer (the
"Master Servicer"), [__], as special servicer (the "Special Servicer"), and
[__], as trustee (the "Trustee"). Capitalized terms used but not defined herein
have the respective meanings set forth in the Pooling and Servicing Agreement,
as in effect on the Closing Date.

            The Purchaser has entered into an Underwriting Agreement (the
"Underwriting Agreement"), dated as of [__], with Greenwich Capital Markets,
Inc. ("GCM"), and [__] (collectively in such capacity, the "Underwriters"),
whereby the Purchaser will sell to the Underwriters all of the Certificates that
are to be registered under the Securities Act of 1933, as amended (the
"Securities Act"). The Purchaser has also entered into a Certificate Purchase
Agreement (the "Certificate Purchase Agreement"), dated as of [__] with GCM and
[__] (together, in such capacity, the "Initial Purchasers"), whereby the
Purchaser will sell to the Initial Purchasers all of the remaining Certificates
(other than the Residual Interest Certificates).

            In connection with the transactions contemplated hereby, the Seller,
the Purchaser, the Underwriters and the Initial Purchasers have entered into an
Indemnification Agreement (the "Indemnification Agreement"), dated as of the
date hereof.

            Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:

            SECTION 1. Agreement to Purchase. The Seller agrees to sell, and the
Purchaser agrees to purchase, the Mortgage Loans identified on the Mortgage Loan
Schedule. The Mortgage Loan Schedule may be amended to reflect the actual
Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The
Mortgage Loans will have an aggregate principal balance of $[__] (the "Initial
Principal Balance") as of the close of business on (i) its Due Date in [__] with
respect to each Mortgage Loan that pays in [___________], and (ii) [_________]
with respect to each Mortgage Loan (collectively, the "Cut-off Date"), after


<PAGE>

giving effect to any and all payments of principal due thereon on or before such
date, whether or not received. The purchase and sale of the Mortgage Loans shall
take place on [__], or such other date as shall be mutually acceptable to the
parties hereto (the "Closing Date"). The consideration for the Mortgage Loans
shall consist of a cash amount equal to [__]% of the Initial Principal Balance,
which cash amount shall be paid to the Seller or its designee by wire transfer
in immediately available funds (or by such other method as shall be mutually
acceptable to the parties hereto) on the Closing Date.

            SECTION 2. Conveyance of Mortgage Loans.

            (a) Effective as of the Closing Date, subject only to receipt of the
purchase price referred to in Section 1 hereof and satisfaction or waiver of the
conditions to closing set forth in Section 5 hereof, the Seller does hereby
sell, transfer, assign, set over and otherwise convey to the Purchaser, without
recourse, all the right, title and interest of the Seller in and to the Mortgage
Loans identified on the Mortgage Loan Schedule as of such date, subject to the
rights of the holders of any related Companion Loans as specified in the related
Co-Lender Agreement, as applicable, and the Purchaser hereby assumes such
Mortgage Loans, together with the rights and obligations related to such
Mortgage Loans as specified in the related Co-Lender Agreement. The Mortgage
Loan Schedule, as it may be amended, shall conform to the requirements set forth
in this Agreement and the Pooling and Servicing Agreement.

            (b) The Purchaser or its assignee shall, subject to the rights of
the holders of any related Companion Loans, as applicable, be entitled to
receive all scheduled payments of principal and interest due after the Cut-off
Date, and all other recoveries of principal and interest collected after the
Cut-off Date (other than in respect of principal and interest on the Mortgage
Loans due on or before the Cut-off Date). All scheduled payments of principal
and interest due on or before the Cut-off Date for each Mortgage Loan, but
collected after such date, shall, subject to the rights of the holders of any
related Companion Loans, as applicable, belong to, and be promptly remitted to,
the Seller.

            (c) On or before the Closing Date, the Seller shall, on behalf of
the initial Purchaser, deliver to and deposit, or cause to be delivered and
deposited, with the Trustee a Mortgage File for each Mortgage Loan in accordance
with the terms of, and conforming to the requirements set forth in, the Pooling
and Servicing Agreement; provided that, with respect to any Non-Serviced Trust
Loan, the preceding delivery requirements will be satisfied by delivery of the
original Mortgage Note (and all intervening endorsements) related to such
Non-Serviced Trust Loan and a copy of the "mortgage file" delivered under the
applicable Lead PSA. If the Seller cannot deliver or cause to be delivered the
documents and/or instruments referred to in clauses (a)(ii), (a)(iii), (a)(vi)
(if recorded) and (a)(viii) of the definition of "Mortgage File" solely because
of delay caused by the public recording office where such document or instrument
has been delivered for recordation, the Seller shall deliver to the Trustee a
copy of the original, certified by the Seller to be a true and complete copy of
the original thereof submitted for recording. Concurrently with such delivery,
the Seller shall deliver, or cause to be delivered, to the Master Servicer and
the Special Servicer copies of the Mortgage Note, Mortgage(s) and any reserve
and cash management agreements with respect to each Mortgage Loan for which a
Mortgage File is required to be delivered to the Trustee.


                                      -2-
<PAGE>

            (d) For each Mortgage Loan for which a Mortgage File is required to
be delivered to the Trustee, the Seller shall bear the out-of-pocket costs and
expenses related to recording or filing, as the case may be, in the appropriate
public office for real property records or Uniform Commercial Code financing
statements, as appropriate, each related assignment of Mortgage and assignment
of Assignment of Leases, in favor of the Trustee referred to in clause (a)(iv)
of the definition of "Mortgage File" and each related UCC-2 and UCC-3 assignment
referred to in clause (a)(viii) of the definition of "Mortgage File." If any
such document or instrument is lost or returned unrecorded or unfiled, as the
case may be, because of a defect therein, then the Seller shall prepare a
substitute therefor or cure such defect or cause such to be done, as the case
may be, and the Seller shall deliver such substitute or corrected document or
instrument to the Trustee (or, if the Mortgage Loan is then no longer subject to
the Pooling and Servicing Agreement, to the then holder of such Mortgage Loan).

            (e) The Seller shall deliver, or cause to be delivered, to the
Master Servicer within 10 business days after the Closing Date, all documents
and records that (i) relate to the servicing and administration of the Serviced
Loans, (ii) are reasonably necessary for the ongoing administration and/or
servicing of the Serviced Loans (including any asset summaries related to the
Mortgage Loans that were delivered to the Rating Agencies in connection with the
rating of the Certificates) and (iii) are in possession or control of the
Mortgage Loan Seller, together with (x) all unapplied Escrow Payments and
Reserve Funds in the possession or under control of the Seller that relate to
the Serviced Loans and (y) a statement indicating which Escrow Payments and
Reserve Funds are allocable to such Serviced Loans), provided that the Seller
shall not be required to deliver any draft documents, privileged or other
internal communications, credit underwriting, due diligence analyses or data or
internal worksheets, memoranda, communications or evaluations.

            (f) After the Seller's transfer of the Mortgage Loans to the
Purchaser, as provided herein, the Seller shall not take any action inconsistent
with the Purchaser's ownership of the Mortgage Loans. Except for actions that
are the express responsibility of another party hereunder or under the Pooling
and Servicing Agreement, and further except for actions that the Seller is
expressly permitted to complete subsequent to the Closing Date, the Seller
shall, on or before the Closing Date, take all actions required under applicable
law to effectuate the transfer of the Mortgage Loans by the Seller to the
Purchaser.

            (g) The Seller shall provide, or cause to be provided, to the Master
Servicer the initial data with respect to each Mortgage Loan for the CMSA
Financial File and the CMSA Loan Periodic Update File that are required to be
prepared by the Master Servicer pursuant to the Pooling and Servicing Agreement.

            (h) The Seller shall provide the Master Servicer with the
Supplemental Servicer Schedule.

            SECTION 3. Representations, Warranties and Covenants of Seller.

            (a) The Seller hereby represents and warrants to and covenants with
the Purchaser, as of the date hereof, that:


                                      -3-
<PAGE>

            (i) The Seller is a corporation duly organized, validly existing and
      in good standing under the laws of the State of Delaware, is duly
      qualified as a foreign organization in good standing in all jurisdictions
      to the extent such qualification is necessary to hold and sell the
      Mortgage Loans or otherwise comply with its obligations under this
      Agreement, except where the failure to be so qualified would not have a
      material adverse effect on its ability to perform its obligations
      hereunder, and possesses all requisite authority and power to carry on its
      business as currently conducted by it and to execute, deliver and comply
      with its obligations under the terms of this Agreement.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Seller and, assuming due authorization, execution and
      delivery hereof by the Purchaser, constitutes a legal, valid and binding
      obligation of the Seller, enforceable against the Seller in accordance
      with its terms, except as such enforcement may be limited by (A)
      bankruptcy, insolvency, reorganization, receivership, moratorium or other
      similar laws affecting the enforcement of creditors' rights in general,
      and (B) general equity principles (regardless of whether such enforcement
      is considered in a proceeding in equity or at law).

            (iii) The execution and delivery of this Agreement by the Seller and
      the Seller's performance and compliance with the terms of this Agreement
      will not (A) violate the Seller's organizational documents, (B) violate
      any law or regulation or any administrative decree or order to which the
      Seller is subject or (C) constitute a default (or an event which, with
      notice or lapse of time, or both, would constitute a default) under, or
      result in the breach of, any material contract, agreement or other
      instrument to which the Seller is a party or by which the Seller is bound.

            (iv) The 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 other governmental agency or body, which default might
      have consequences that would, in the Seller's reasonable and good faith
      judgment, materially and adversely affect the condition (financial or
      other) or operations of the Seller or its properties or have consequences
      that would, in the Seller's reasonable and good faith judgment, materially
      and adversely affect its performance hereunder.

            (v) The Seller is not a party to or bound by any agreement or
      instrument or subject to any organizational document or any other
      corporate restriction or any judgment, order, writ, injunction, decree,
      law or regulation that would, in the Seller's reasonable and good faith
      judgment, materially and adversely affect the ability of the Seller to
      perform its obligations under this Agreement or that requires the consent
      of any third person to the execution and delivery of this Agreement by the
      Seller or the performance by the Seller of its obligations under this
      Agreement.

            (vi) Except for the recordation and/or filing of assignments and
      other transfer documents with respect to the Mortgage Loans, as
      contemplated by Section 2(d), no consent, approval, authorization or order
      of, registration or filing with, or notice to, any court or governmental
      agency or body, is required for the execution, delivery and performance by
      the Seller of or compliance by the Seller with this Agreement or the


                                      -4-
<PAGE>

      consummation of the transactions contemplated by this Agreement; and no
      bulk sale law applies to such transactions.

            (vii) No litigation is pending or, to the best of the Seller's
      knowledge, threatened against the Seller that would, in the Seller's good
      faith and reasonable judgment, prohibit its entering into this Agreement
      or materially and adversely affect the performance by the Seller of its
      obligations under this Agreement.

            (viii) The Seller intends to treat the transfer of the Mortgage
      Loans to the Purchaser as a sale for accounting and tax purposes. In
      connection with the foregoing, the Seller shall cause all of its records
      to reflect such transfer as a sale (as opposed to a secured loan). The
      consideration received by the Seller upon the sale of the Mortgage Loans
      to the Purchaser will constitute at least reasonably equivalent value and
      fair consideration for the Mortgage Loans. The Seller will be solvent at
      all relevant times prior to, and will not be rendered insolvent by, the
      sale of the Mortgage Loans to the Purchaser. The Seller is not selling the
      Mortgage Loans to the Purchaser with any intent to hinder, delay or
      defraud any of the creditors of the Seller. After giving effect to its
      transfer of the Mortgage Loans to the Purchaser, as provided herein, the
      value of the Seller's assets, either taken at their present fair saleable
      value or at fair valuation, will exceed the amount of the Seller's debts
      and obligations, including contingent and unliquidated debts and
      obligations of the Seller, and the Seller will not be left with
      unreasonably small assets or capital with which to engage in and conduct
      its business. The Mortgage Loans do not constitute all or substantially
      all of the assets of the Seller. The Seller does not intend to, and does
      not believe that it will, incur debts or obligations beyond its ability to
      pay such debts and obligations as they mature.

            (ix) No proceedings looking toward merger, liquidation, dissolution
      or bankruptcy of the Seller are pending or contemplated.

            (b) The Seller hereby makes, for the benefit of the Purchaser, with
respect to each Mortgage Loan, as of the Closing Date or as of such other date
expressly set forth therein, each of the representations and warranties set
forth on Exhibit B attached hereto, except as otherwise set forth on Exhibit C
attached hereto.

            SECTION 4. Representations and Warranties of the Purchaser. In order
to induce the Seller to enter into this Agreement, the Purchaser hereby
represents and warrants for the benefit of the Seller as of the date hereof
that:

            (i) The Purchaser is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Delaware. The
      Purchaser has the full corporate power and authority and legal right to
      acquire the Mortgage Loans from the Seller and to transfer the Mortgage
      Loans to the Trustee.

            (ii) This Agreement has been duly and validly authorized, executed
      and delivered by the Purchaser and, assuming due authorization, execution
      and delivery hereof by the Seller, constitutes a legal, valid and binding
      obligation of the Purchaser, enforceable against the Purchaser in
      accordance with its terms, except as such


                                      -5-
<PAGE>

      enforcement may be limited by (A) bankruptcy, insolvency, reorganization,
      receivership, moratorium or other similar laws affecting the enforcement
      of creditors' rights in general, and (B) general equity principles
      (regardless of whether such enforcement is considered in a proceeding in
      equity or at law).

            (iii) The execution and delivery of this Agreement by the Purchaser
      and the Purchaser's performance and compliance with the terms of this
      Agreement will not (A) violate the Purchaser's organizational documents,
      (B) violate any law or regulation or any administrative decree or order to
      which the Purchaser is subject or (C) constitute a default (or an event
      which, with notice or lapse of time, or both, would constitute a default)
      under, or result in the breach of, any material contract, agreement or
      other instrument to which the Purchaser is a party or by which the
      Purchaser is bound.

            (iv) Except as may be required under federal or state securities
      laws (and which will be obtained on a timely basis), no consent, approval,
      authorization or order of, registration or filing with, or notice to, any
      governmental authority or court, is required for the execution, delivery
      and performance by the Purchaser of or compliance by the Purchaser with
      this Agreement, or the consummation by the Purchaser of any transaction
      described in this Agreement.

            (v) Under GAAP and for federal income tax purposes, the Purchaser
      will report the transfer of the Mortgage Loans by the Seller to the
      Purchaser, as provided herein, as a sale of the Mortgage Loans to the
      Purchaser in exchange for the consideration specified in Section 1 hereof.

            SECTION 5. Notice of Breach; Cure; Repurchase; Covenant of the
Seller.

            (a) If the Seller discovers or receives notice in accordance with
Section 10 hereof of a Document Defect or a breach of any of its representations
and warranties made pursuant to Section 3(b) hereof (each such breach, a
"Breach") relating to any Mortgage Loan, and such Document Defect or Breach
materially and adversely affects the value of the Mortgage Loan or the related
Mortgaged Property or the interests of the Purchaser in such Mortgage Loan (in
which case any such Document Defect or Breach would be a "Material Document
Defect" or a "Material Breach," as the case may be), then (subject to Section
5(b)) the Seller shall, within 90 days after its discovery or receipt of such
notice of such Material Document Defect or Material Breach (or, in the case of a
Material Document Defect or Material Breach that affects whether a Mortgage Loan
was, as of the Closing Date, is or will continue to be a "qualified mortgage"
within the meaning of the REMIC Provisions (a "Qualified Mortgage"), not later
than 90 days after any party discovering such Material Document Defect or
Material Breach) (such 90-day period, in either case, the "Initial Resolution
Period"), (i) cure such Material Document Defect or Material Breach, as the case
may be, in all material respects, which cure shall include payment of any
Additional Trust Fund Expenses associated therewith, or (ii) repurchase the
affected Mortgage Loan (or the related Mortgaged Property, or in the case of any
Mortgaged Property related to a Loan Group, to the extent of the Seller's
interest therein) from, and in accordance with the directions of, the Purchaser
or its designee, at a price equal to the Purchase Price; provided that if (A)
any such Material Breach or Material Document Defect, as the case may be, does
not affect whether the Mortgage Loan was, as of the Closing Date, is or will
continue to be


                                      -6-
<PAGE>

a Qualified Mortgage, (B) such Material Breach or Material Document Defect, as
the case may be, is capable of being cured but not within the applicable Initial
Resolution Period, (C) the Seller has commenced and is diligently proceeding
with the cure of such Material Breach or Material Document Defect, as the case
may be, within the applicable Initial Resolution Period, (D) the Seller shall
have delivered to the Purchaser a certification executed on behalf of the Seller
by an officer thereof confirming that such Material Breach or Material Document
Defect, as the case may be, is not capable of being cured within the applicable
Initial Resolution Period, setting forth what actions the Seller is pursuing in
connection with the cure thereof and stating that the Seller anticipates that
such Material Breach or Material Document Defect, as the case may be, will be
cured within an additional period not to exceed 90 days beyond the end of the
applicable Initial Resolution Period, and (E) the affected Mortgage Loan is not
then a Specially Serviced Mortgage Loan, then the Seller shall have such
additional 90-day period (the "Resolution Extension Period") to complete such
cure or, failing such, to repurchase the affected Mortgage Loan (or the related
Mortgaged Property); and provided, further, that, if any such Material Document
Defect is still not cured after the initial 90-day period and any such
additional 90-day period solely due to the failure of the Seller to have
received the recorded document, then the Seller shall be entitled to continue to
defer its cure and repurchase obligations in respect of such Document Defect so
long as the Seller certifies to the Purchaser every 30 days thereafter that the
Document Defect is still in effect solely because of its failure to have
received the recorded document and that the Seller is diligently pursuing the
cure of such defect (specifying the actions being taken), except that no such
deferral of cure or repurchase may continue beyond the second anniversary of the
Closing Date. Any such repurchase of a Mortgage Loan shall be on a whole loan,
servicing released basis. The Seller shall have no obligation to monitor the
Mortgage Loans regarding the existence of a Breach or Document Defect, but if
the Seller discovers a Material Breach or Material Document Defect with respect
to a Mortgage Loan, it will notify the Purchaser. Provided that the Master
Servicer has notice of such Material Document Defect or Material Breach, the
Master Servicer shall notify the Seller if the related Mortgage Loan becomes a
Specially Serviced Mortgage Loan during any applicable cure periods. Any of the
following document defects shall be conclusively presumed to be a Material
Document Defect: (a) the absence from the Mortgage File of the original signed
Mortgage Note, together with the endorsements referred to in clause (a)(i) of
the definition of "Mortgage File," unless the Mortgage File contains a signed
lost note affidavit and indemnity with respect to the missing Mortgage Note and
any missing endorsement that appears to be regular on its face, (b) other than
with respect to a Non-Serviced Trust Loan, the absence from the Mortgage File of
the original executed Mortgage or a copy of such Mortgage certified by the local
authority with which the Mortgage was recorded, in each case with evidence of
recording thereon, that appears to be regular on its face, unless there is
included in the Mortgage File a copy of the executed Mortgage and a certificate
stating that the original signed Mortgage was sent for recordation, (c) other
than with respect to a Non-Serviced Trust Loan, the absence from the Mortgage
File of the original or a copy of the lender's title insurance policy, together
with all endorsements or riders (or copies thereof) that were issued with or
subsequent to the issuance of such policy, or marked up insurance binder or
title commitment which is marked as a binding commitment and countersigned by
title company, insuring the priority of the Mortgage as a first lien on the
Mortgaged Property, (d) other than with respect to a Non-Serviced Trust Loan,
the absence from the Mortgage File of any intervening assignments required to
create a complete chain of assignment to the Trustee on behalf of the Trust and
a certificate stating that the original


                                      -7-
<PAGE>

intervening assignments were sent for recordation, unless there is included in
the Mortgage File a certified copy of the intervening assignment or (e) other
than with respect to a Non-Serviced Trust Loan, the absence from the Servicing
File of any original letter of credit.

            (b) If (x) any Mortgage Loan is subject to a Material Breach or
Material Document Defect and would otherwise be required to be repurchased as
contemplated by Section 5(a), (y) such Mortgage Loan is a Cross-Collateralized
Mortgage Loan or is secured by a portfolio of Mortgaged Properties, and (z) the
applicable Material Breach of Material Document Defect does not constitute a
Material Breach or Material Document Defect, as the case may be, as to any
related Cross-Collateralized Mortgage Loan or applies to only specific Mortgaged
Properties in such portfolio, the Purchaser or its designee shall use reasonable
efforts, subject to the terms of the related Mortgage Loans, to prepare and, to
the extent necessary and appropriate, have executed by the related Mortgagor and
record, such documentation as may be necessary to (i) in the case of a
Cross-Collateralized Group, terminate the cross-collateralization between the
Mortgage Loans in such Cross-Collateralized Group that are to be repurchased, on
the one hand, and the remaining Mortgage Loans therein, on the other hand, such
that those two groups of Mortgage Loans are each secured only by the Mortgaged
Properties identified in the Mortgage Loan Schedule as directly corresponding
thereto or (ii) in the case of Mortgage Loan secured by a portfolio of Mortgaged
Properties, release the affected Mortgaged Properties from the
cross-collateralization of the Mortgage Loan; provided that, if such
Cross-Collateralized Group is still subject to the Pooling and Servicing
Agreement, then no such termination shall be effected unless and until (i) the
Purchaser or its designee has received from the Seller (A) an Opinion of Counsel
to the effect that such termination or release will not cause an Adverse REMIC
Event to occur with respect to any REMIC Pool or an Adverse Grantor Trust Event
to occur with respect to the Grantor Trust and (B) a written confirmation from
each Rating Agency that such termination or release will not cause an Adverse
Rating Event to occur with respect to any Class of Certificates, (ii) the debt
service coverage ratio for the four preceding calendar quarters for all of the
Mortgage Loans relating to such Cross-Collateralized Group remaining is not less
than 0.05x below the debt service coverage ratio for all Mortgage Loans of such
Cross-Collateralized Group or Mortgaged Properties relating to such Mortgage
Loan secured by a portfolio of Mortgaged Properties (including the affected
Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set
forth in the Prospectus Supplement, (iii) the loan-to-value ratio for all of the
Mortgage Loans of such Cross-Collateralized Group remaining is not greater than
5% more than the loan-to-value ratio for all Mortgage Loans of such
Cross-Collateralized Group or Mortgaged Properties relating to such Mortgage
Loan secured by a portfolio of Mortgaged Properties (including the affected
Mortgage Loan) or Mortgage Loan (including the affected Mortgaged Property) set
forth in the Prospectus Supplement, and (iv) the Directing Holder (if one is
acting) has consented (which consent shall not be unreasonably withheld and
shall be deemed to have been given if no written objection is received by the
Seller within 10 Business Days of the Directing Holder's receipt of a written
request for such consent); and provided, further, that the Seller may, at its
option, purchase the entire Cross-Collateralized Group or Mortgage Loan in lieu
of terminating the cross-collateralization or a release of the affected
Mortgaged Properties from the cross-collateralization of the Mortgage Loan. In
the event that the cross-collateralization of any Cross-Collateralized Group is
terminated or any Mortgaged Property related to a Mortgage Loan secured by a
portfolio of Mortgaged Properties is released pursuant to this paragraph, the
Seller may elect either to repurchase only the affected Cross-Collateralized
Mortgage Loan or Mortgaged Properties as to which the Material Breach or


                                      -8-
<PAGE>

Material Document Defect exists or to repurchase the aggregate
Cross-Collateralized Mortgage Loans or Mortgaged Properties. All costs and
expenses incurred by the Purchaser or its designee pursuant to this paragraph
shall be included in the calculation of Purchase Price for the Mortgage Loan(s)
to be repurchased. If the cross-collateralization of any Cross-Collateralized
Group is not or cannot be terminated as contemplated by this paragraph, then,
for purposes of (i) determining whether any Breach or Document Defect, as the
case may be, is a Material Breach or Material Document Defect, and (ii) the
application of remedies, such Cross-Collateralized Group shall be treated as a
single Mortgage Loan.

            It shall be a condition to any repurchase of a Mortgage Loan by the
Seller pursuant to Section 5(a) that (i) the Purchaser shall have executed and
delivered such instruments of endorsement, transfer or assignment then presented
to it by the Seller, in each case without recourse, as shall be necessary to
vest in the Seller the legal and beneficial ownership of such Mortgage Loan
(including any property acquired in respect thereof or proceeds of any insurance
policy with respect thereto), to the extent that such ownership interest was
transferred to the Purchaser hereunder; (ii) the Purchaser shall deliver to the
Seller all portions of the Mortgage File and other documents pertaining to such
Mortgage Loan; and (iii) the Purchaser shall release to the Seller any escrow
payments or reserve funds held by it, or on its behalf, in respect of such
Mortgage Loan. If any Mortgage Loan is to be repurchased as contemplated by
Section 5(a), the Seller shall amend the Mortgage Loan Schedule to reflect the
removal of such Mortgage Loan and shall forward such amended schedule to the
Purchaser.

            (c) The Seller hereby acknowledges and agrees that any modification
of the Mortgage Loan pursuant to a workout, foreclosure, sale or other
liquidation pursuant to, and in accordance with, the Pooling and Servicing
Agreement shall not constitute a defense to any repurchase claim disputed by the
Seller nor shall such modification change the Purchase Price due from the Seller
for any repurchase claim. In the event of any such modification, the Seller
hereby agrees to repurchase the Mortgage Loan as modified, if the Seller is
required to or elects to repurchase such Mortgage Loan in accordance with the
terms of this Section 5. Any sale of the related Mortgage Loan, or foreclosure
upon such Mortgage Loan and sale of the successor REO Property, shall be without
(i) recourse of any kind (either expressed or implied) by such Person against
the Seller and (ii) representation or warranty of any kind (either expressed or
implied) by the Seller to or for the benefit of such Person.

            (d) The fact that a Material Document Defect or Material Breach is
not discovered until after foreclosure (but in all instances prior to the sale
of the successor REO Property or Mortgage Loan) shall not prejudice any claim
against the Seller for repurchase of the REO Mortgage Loan or successor REO
Property, which claim shall be made in accordance with this Section 5. If a
court of competent jurisdiction issues a final order that the Seller is or was
obligated to repurchase the related Mortgage Loan or the successor REO Loan or
the Seller otherwise accepts liability, then, after the expiration of any
applicable appeal period, but in no event later than the termination of the
Trust pursuant to Section 9.01 of the Pooling and Servicing Agreement, the
Seller will be obligated to pay to the Trust the difference between (i) any
Liquidation Proceeds received upon such liquidation net of Liquidation Expenses
and (ii) the Purchase Price; provided that the prevailing party in such action
shall be entitled to recover from the other party all costs, fees and expenses
(including reasonable attorneys fees) related thereto.


                                      -9-
<PAGE>

            (e) [Reserved].

            (f) It is understood and agreed that the obligations of the Seller
set forth in Section 5(a) to cure any Material Breach or Material Document
Defect or to repurchase such Mortgage Loan constitute the sole remedies
available to the Purchaser with respect to any Breach or Document Defect.

            (g) Notwithstanding the foregoing, if there exists a Breach of that
portion of the representation or warranty on the part of the Seller set forth
in, or made pursuant to, paragraph 23 or paragraph 43 of Exhibit B to this
Agreement, specifically relating to whether or not the Mortgage Loan documents
or any particular Mortgage Loan document for any Mortgage Loan requires the
related Mortgagor to bear the Rating Agency fees reflected in paragraph 23 or
reasonable costs and expenses associated with a defeasance, as set forth in
paragraph 43 (any such fees, costs or expenses, referred to herein as "Covered
Costs"), then the Purchaser or its designee will direct the Seller in writing to
wire transfer to the Custodial Account, within 90 days of receipt of such
direction, the amount of any such reasonable costs and expenses incurred by the
Trust that (i) otherwise would have been required to be paid by the Mortgagor if
such representation or warranty with respect to such costs and expenses had in
fact been true, as set forth in the related representation or warranty, (ii)
have not been paid by the Mortgagor, (iii) are the basis of such Breach and (iv)
constitute "Covered Costs." Upon payment of such costs, the Seller shall be
deemed to have cured such Breach in all respects. Provided that such payment is
made, this paragraph describes the sole remedy available to the Purchaser
regarding any such Breach, regardless of whether it constitutes a Material
Breach, and the Seller shall not be obligated to otherwise cure such Breach or
repurchase the affected Mortgage Loan under any circumstances.

            (h) For so long as the Trust Fund is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the Purchaser (or
with respect to any Serviced Companion Loan that is deposited into another
securitization, the depositor of such securitization) and the Trustee with any
Additional Form 10-D Disclosure and any Additional Form 10-K Disclosure set
forth next the Purchaser's name on Exhibit P and Exhibit Q of the Pooling and
Servicing Agreement within the time periods set forth in the Pooling and
Servicing Agreement.

            SECTION 6. Closing. The closing of the sale of the Mortgage Loans
(the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft
LLP, One World Financial Center, New York, NY 10281 at 10:00 A.M., New York City
time, on the Closing Date.

            The Closing shall be subject to each of the following conditions:

            (a) All of the representations and warranties of the Seller set
forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement, and all
of the representations and warranties of the Purchaser set forth in Section 4 of
this Agreement, shall be true and correct in all material respects as of the
Closing Date;


                                      -10-
<PAGE>

            (b) Insofar as it affects the obligations of the Seller hereunder,
the Pooling and Servicing Agreement shall be in a form mutually acceptable to
the Purchaser and the Seller;

            (c) All documents specified in Section 7 of this Agreement (the
"Closing Documents"), in such forms as are reasonably acceptable to the
Purchaser, shall be duly executed and delivered by all signatories as required
pursuant to the respective terms thereof;

            (d) The Seller shall have delivered and released to the Trustee (or
a Custodian on its behalf), the Master Servicer and the Special Servicer all
documents and funds required to be delivered to the Trustee, the Master Servicer
and the Special Servicer, respectively, pursuant to Section 2 of this Agreement;

            (e) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with in all
material respects, and the Seller shall have the ability to comply with all
terms and conditions and perform all duties and obligations required to be
complied with or performed after the Closing Date;

            (f) The Seller shall have paid all fees and expenses payable by it
to the Purchaser or otherwise pursuant to this Agreement; and

            (g) Neither the Underwriting Agreement nor the Certificate Purchase
Agreement shall have been terminated in accordance with its terms.

            Both parties agree to use their best efforts to perform their
respective obligations hereunder in a manner that will enable the Purchaser to
purchase the Mortgage Loans on the Closing Date.

            SECTION 7. Closing Documents. The Closing Documents shall consist of
the following:

            (a) This Agreement duly executed by the Purchaser and the Seller;

            (b) The Pooling and Servicing Agreement duly executed by the parties
thereto;

            (c) The Indemnification Agreement duly executed by the parties
thereto;

            (d) A Certificate of the Seller, executed by a duly authorized
officer of the Seller and dated the Closing Date, and upon which the Purchaser,
the Underwriters and the Initial Purchasers may rely, to the effect that the
Seller has, in all material respects, complied with all the agreements and
satisfied all the conditions on its part that are required under this Agreement
to be performed or satisfied at or prior to the Closing Date;

            (e) An Officer's Certificate from an officer of the Seller, dated
the Closing Date, and upon which the Purchaser, the Underwriters and the Initial
Purchasers may rely, to the effect that each individual who, as an officer or
representative of the Seller, signed this Agreement, the Indemnification
Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein or in the


                                      -11-
<PAGE>

Indemnification Agreement, was at the respective times of such signing and
delivery, and is as of the Closing Date, duly elected or appointed, qualified
and acting as such officer or representative, and the signatures of such persons
appearing on such documents or certificates are their genuine signatures, or
such other statement relating to incumbency that is acceptable to the Purchaser,
the Underwriters and the Initial Purchasers;

            (f) As certified by an officer of the Seller, true and correct
copies of (i) the resolutions of the board of directors authorizing the Seller's
entering into the transactions contemplated by this Agreement and the
Indemnification Agreement, (ii) the organizational documents of the Seller, and
(iii) a certificate of good standing of the Seller issued by the Secretary of
State of the State of Delaware as of a recent date;

            (g) A favorable opinion of counsel to the Seller, subject to
customary exceptions and carveouts, dated the Closing Date and addressed to the
Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and,
upon request, the other parties to the Pooling and Servicing Agreement, together
with such other opinions of such counsel as may be required by the Rating
Agencies in connection with the transactions contemplated hereby;

            (h) A favorable opinion of in-house counsel to the Seller, subject
to customary exceptions and carveouts, dated the Closing Date and addressed to
the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies
and, upon request, the other parties to the Pooling and Servicing Agreement;

            (i) A letter of counsel of the Seller, subject to customary
exceptions and carveouts, dated the Closing Date and addressed to the
Underwriters, to the effect that nothing has come to such counsel's attention
that would lead such counsel to believe that the Prospectus Supplement as of the
date thereof or as of the Closing Date contains, with respect to the Seller or
the Mortgage Loans, any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements therein relating to the
Seller or the Mortgage Loans, in the light of the circumstances under which they
were made, not misleading; and

            (j) Such further certificates, opinions and documents as the
Purchaser may reasonably request.

            SECTION 8. Costs. The reasonable out-of-pocket costs and expenses
incurred by the Seller, each other mortgage loan seller, the Purchaser, the
Underwriters and the Initial Purchasers in connection with the securitization of
the Mortgage Loans and the other transactions contemplated by this Agreement,
the Underwriting Agreement and the Certificate Purchase Agreement shall be
payable as set forth in a separate writing among such parties on the Closing
Date.

            SECTION 9. Grant of a Security Interest. The parties hereto agree
that it is their express intent that the conveyance of the Mortgage Loans by the
Seller to the Purchaser as provided in Section 2 hereof be, and be construed as,
a sale of the Mortgage Loans by the Seller to the Purchaser and not as a pledge
of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller. However, if, notwithstanding the aforementioned intent
of the parties, the Mortgage Loans are held to be property of the Seller, then
it is the


                                      -12-
<PAGE>

express intent of the parties that: (i) such conveyance shall be deemed to be a
pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or
other obligation of the Seller; (ii) this Agreement shall be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the applicable
Uniform Commercial Code; (iii) the conveyance provided for in Section 2 hereof
shall be deemed to be a grant by the Seller to the Purchaser of a security
interest in all of the Seller's right, title and interest in and to the Mortgage
Loans, and all amounts payable to the holder of the Mortgage Loans in accordance
with the terms thereof, and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property; (iv) the assignment to the Trustee of the interest of the Purchaser in
and to the Mortgage Loans shall be deemed to be an assignment of any security
interest created hereunder; (v) the possession by the Trustee or any of its
agents, including, without limitation, the Custodian, of the Mortgage Notes for
the Mortgage Loans, and such other items of property as constitute instruments,
money, negotiable documents or chattel paper shall be deemed to be "possession
by the secured party" for purposes of perfecting the security interest pursuant
to Section 9-313 of the applicable Uniform Commercial Code; and (vi)
notifications to persons (other than the Trustee) holding such property, and
acknowledgments, receipts or confirmations from such persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the secured party for the purpose of perfecting such security interest under
applicable law. The Seller and the Purchaser shall, to the extent consistent
with this Agreement, take such actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the Mortgage Loans,
such security interest would be deemed to be a perfected security interest of
first priority under applicable law and will be maintained as such throughout
the term of this Agreement and the Pooling and Servicing Agreement.

            SECTION 10. Notices. All notices, copies, requests, consents,
demands and other communications required hereunder shall be in writing and
telecopied or delivered to the intended recipient at the "Address for Notices"
specified beneath its name on the signature pages hereof or, as to either party,
at such other address as shall be designated by such party in a notice hereunder
to the other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.

            SECTION 11. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement, incorporated herein by reference or contained in the certificates of
officers of the Seller submitted pursuant hereto, shall remain operative and in
full force and effect and shall survive delivery of the Mortgage Loans by the
Seller to the Purchaser (and by the Purchaser to the Trustee) until the
termination of the Pooling and Servicing Agreement pursuant to the terms
thereof.

            SECTION 12. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any particular jurisdiction shall, as to such jurisdiction, be
ineffective to the


                                      -13-
<PAGE>

extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. To the extent permitted by applicable law,
the parties hereto waive any provision of law which prohibits or renders void or
unenforceable any provision hereof.

            SECTION 13. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but which together
shall constitute one and the same agreement.

            SECTION 14. GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT
WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, APPLICABLE TO AGREEMENTS NEGOTIATED, MADE AND TO BE PERFORMED ENTIRELY
IN SAID STATE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE SELLER
AND THE PURCHASER EACH HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY
NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY WITH RESPECT TO
MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT; (II) AGREES THAT ALL
CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN
SUCH NEW YORK STATE OR FEDERAL COURTS; (III) WAIVES, TO THE FULLEST POSSIBLE
EXTENT, THE DEFENSE OF AN INCONVENIENT FORUM; AND (IV) AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.

            SECTION 15. Further Assurances. The Seller and the Purchaser agree
to execute and deliver such instruments and take such further actions as the
other party may, from time to time, reasonably request in order to effectuate
the purposes and to carry out the terms of this Agreement.

            SECTION 16. Successors and Assigns. The rights and obligations of
the Seller under this Agreement shall not be assigned by the Seller without the
prior written consent of the Purchaser, except that any person into which the
Seller may be merged or consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Seller is a party, or any
person succeeding to all or substantially all of the business of the Seller,
shall be the successor to the Seller hereunder. The Purchaser has the right to
assign its interest under this Agreement, in whole or in part, as may be
required to effect the purposes of the Pooling and Servicing Agreement, and the
assignee shall, to the extent of such assignment, succeed to the rights and
obligations hereunder of the Purchaser. Subject to the foregoing, this Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, and their respective successors and permitted assigns.

            SECTION 17. Amendments. No term or provision of this Agreement may
be waived or modified unless such waiver or modification is in writing and
signed by a duly authorized officer of the party against whom such waiver or
modification is sought to be


                                      -14-
<PAGE>

enforced. The Seller's obligations hereunder shall
in no way be expanded, changed or otherwise affected by any amendment of or
modification to the Pooling and Servicing Agreement, unless the Seller has
consented to such amendment or modification in writing.


                                      -15-
<PAGE>

            IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.


                                       SELLER


                                       [___________________________________]


                                       By:____________________________________
                                       Name:
                                       Title:


                                       Address for Notices:


                                       [__________________________]
                                       [__________________________]
                                       Attention:  [_________________]
                                       Facsimile No.:  [______________]
                                       and
                                       Attention:  [_________________]
                                       Facsimile No.:  [______________]


                                       PURCHASER


                                       GREENWICH CAPITAL COMMERCIAL
                                         FUNDING CORP.


                                       By:____________________________________
                                       Name:
                                       Title:

                                       Address for Notices:

                                       600 Steamboat Road
                                       Greenwich, CT
                                       Attention: Andrew Snow
                                       Facsimile No.: (203) 618-2134
                                       and
                                       Attention: Paul Stevelman, Esq.
                                       Facsimile No.: (203) 618-2132

<PAGE>

                                    EXHIBIT A

                             Mortgage Loan Schedule




                                       A-1
<PAGE>

                                    EXHIBIT B

                  Mortgage Loan Representations and Warranties

1.    Mortgage Loan Schedule. The information pertaining to each Mortgage Loan
      set forth in the Mortgage Loan Schedule is true and accurate in all
      material respects as of the Cut-off Date and contains all information
      required by the Pooling and Servicing Agreement to be contained therein.

2.    Legal Compliance - Origination. 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; provided that such representation and
      warranty does not address or otherwise cover any matters with respect to
      federal, state or local law otherwise covered in this Exhibit B.

3.    Good Title; Conveyance. Immediately prior to the sale, transfer and
      assignment to the Purchaser, the Seller had good and marketable title to,
      and was the sole owner of, each Mortgage Loan, and the Seller is
      transferring such Mortgage Loan free and clear of any and all liens,
      pledges, charges or security interests of any nature encumbering such
      Mortgage Loan, other than the rights of the holder of a related Companion
      Loan pursuant to a Co-Lender Agreement or a pooling and servicing
      agreement. Upon consummation of the transactions contemplated by the
      Mortgage Loan Purchase Agreement, the Seller will have validly and
      effectively conveyed to the Purchaser all legal and beneficial interest in
      and to such Mortgage Loan free and clear of any pledge, lien or security
      interest, other than the rights of a holder of a Companion Loan pursuant
      to a Co-Lender Agreement or pooling and servicing agreement.

4.    Future Advances. The proceeds of such Mortgage Loan have been fully
      disbursed (except in those cases where the full amount of the Mortgage
      Loan has been disbursed but a portion thereof is being held in escrow or
      reserve accounts pending the satisfaction of certain conditions relating
      to leasing, repairs or other matters with respect to the Mortgaged
      Property), and there is no requirement for future advances thereunder by
      the mortgagee.

5.    Legal, Valid and Binding Obligation; Assignment of Leases. Each related
      Mortgage Note, Mortgage, Assignment of Leases (if contained in a document
      separate from the Mortgage) and other agreement that evidences or secures
      such Mortgage Loan and was executed in connection with such Mortgage Loan
      by or on behalf of the related Mortgagor is the legal, valid and binding
      obligation of the related Mortgagor (subject to any non-recourse
      provisions therein and any state anti-deficiency or market value limit
      deficiency legislation), enforceable in accordance with its terms, except
      (i) that certain provisions contained in such Mortgage Loan documents are
      or may be unenforceable in whole or in part under applicable state or
      federal laws, but neither the application of any such laws to any such
      provision nor the inclusion of any such provisions renders any of the
      Mortgage Loan documents invalid as a whole and such Mortgage Loan
      documents taken as a whole are enforceable to the extent necessary and
      customary for the practical


                                       1
<PAGE>

      realization of the rights and benefits afforded thereby and (ii) as such
      enforcement may be limited by bankruptcy, insolvency, receivership,
      reorganization, moratorium, redemption, liquidation 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). The Assignment of Leases (as set
      forth in the Mortgage or in a document separate from the related Mortgage
      and related to and delivered in connection with each Mortgage Loan)
      establishes and creates a valid and enforceable first priority assignment
      of, or a valid first priority security interest in, the related
      Mortgagor's right to receive payments due under all leases, subleases,
      licenses or other agreements pursuant to which any Person is entitled to
      occupy, use or possess all or any portion of the Mortgaged Property,
      subject to any license granted to the related Mortgagor to exercise
      certain rights and to perform certain obligations of the lessor under such
      leases, and subject to the limitations set forth above. The related
      Mortgage Note, Mortgage and Assignment of Leases (if contained in a
      document separate from the Mortgage) contain no provision limiting the
      right or ability of the Seller to assign, transfer and convey the related
      Mortgage Loan to any other Person.

6.    No Offset or Defense. Subject to the limitations set forth in paragraph
      (5), as of the date of its origination there was, and as of the Cut-off
      Date there is, no valid right of offset and no valid defense,
      counterclaim, abatement or right to rescission with respect to any of the
      related Mortgage Notes, Mortgage(s) or other agreements executed in
      connection therewith, except in each case, with respect to the
      enforceability of any provisions requiring the payment of default
      interest, late fees, additional interest, prepayment premiums or yield
      maintenance charges.

7.    Assignment of Mortgage and Assignment of Assignment of Leases. Subject to
      the limitations set forth in paragraph (5), each assignment of Mortgage
      and assignment of Assignment of Leases from the Seller to the Trustee (or
      in the case of a Non-Serviced Trust Loan, the assignment in favor of the
      current holder of the mortgage) constitutes the legal, valid and binding
      assignment from the Seller. Any assignment of a Mortgage and assignment of
      Assignment of Leases are recorded (or have been submitted for recording)
      in the applicable jurisdiction.

8.    Mortgage Lien. Each related Mortgage is a valid and enforceable first lien
      on the related Mortgaged Property (and/or Ground Lease, if applicable),
      subject to the limitations set forth in paragraph (5) and the following
      title exceptions (each such title 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, (c) the
      exceptions (general and specific) and exclusions set forth in the
      applicable Title Policy (described in paragraph (12) below) or appearing
      of record, (d) other matters to which like properties are commonly
      subject, (e) the right of tenants (whether under ground leases, space
      leases or operating leases) pertaining to the related Mortgaged Property
      and condominium declarations, (f) if such Mortgage Loan is
      cross-collateralized and cross-defaulted with any other Mortgage Loan, the
      lien of the Mortgage for such other Mortgage Loan and (g) if such Mortgage
      Loan is part of a Loan Group, the rights of the holder of the related
      Companion Loan pursuant to a Co-Lender


                                       2
<PAGE>

      Agreement or pooling and servicing agreement, none of which exceptions
      described in clauses (a) - (f) above, individually or in the aggregate,
      materially and adversely interferes with (1) the current use of the
      Mortgaged Property, (2) the security intended to be provided by such
      Mortgage, (3) the Mortgagor's ability to pay its obligations under the
      Mortgage Loan when they become due or (4) the value of the Mortgaged
      Property. The Mortgaged Property is free and clear of any mechanics' or
      other similar liens or claims which are prior to or equal with the lien of
      the related Mortgage, except those which are insured against by a lender's
      title insurance policy. To the Seller's actual knowledge no rights are
      outstanding that under applicable law could give rise to any such lien
      that would be prior or equal to the lien of the related Mortgage, unless
      such lien is bonded over, escrowed for or covered by insurance.

9.    UCC Filings. If the related Mortgaged Property is operated as a
      hospitality property, the Seller has filed or caused to be filed and/or
      recorded (or, if not filed and/or recorded, have been submitted in proper
      form for filing and recording), UCC Financing Statements in the
      appropriate public filing and/or recording offices necessary at the time
      of the origination of the Mortgage Loan to perfect a valid security
      interest in all items of personal property reasonably necessary to operate
      such Mortgaged Property owned by such Mortgagor and located on the related
      Mortgaged Property (other than any personal property subject to a purchase
      money security interest or a sale and leaseback financing arrangement as
      permitted under the terms of the related Mortgage Loan documents or any
      other personal property leases applicable to such personal property), to
      the extent perfection may be effected pursuant to applicable law by
      recording or filing, as the case may be. Subject to the limitations set
      forth in paragraph (5), each related Mortgage (or equivalent document)
      creates a valid and enforceable lien and security interest on the items of
      personalty described above. No representation is made as to the perfection
      of any security interest in rents or other personal property to the extent
      that possession or control of such items or actions other than the filing
      of UCC Financing Statements are required in order to effect such
      perfection.

10.   Taxes and Assessments. All real estate taxes and governmental assessments,
      or installments thereof, which could be a lien on the related Mortgaged
      Property and that prior to the Cut-off Date have become delinquent in
      respect of each related Mortgaged Property have been paid, or an escrow of
      funds in an amount sufficient to cover such payments has been established.
      For purposes of this representation and warranty, real estate taxes and
      governmental assessments and installments thereof shall not be considered
      delinquent until the earlier of (a) the date on which interest and/or
      penalties would first be payable thereon and (b) the date on which
      enforcement action is entitled to be taken by the related taxing
      authority.

11.   Condition of Mortgaged Property; No Condemnation. To the Seller's actual
      knowledge, based solely upon due diligence customarily performed in
      connection with the origination of comparable mortgage loans, as of the
      Cut-off Date, (a) each related Mortgaged Property was free and clear of
      any material damage (other than deferred maintenance for which escrows
      were established at origination) that would affect materially and
      adversely the value of such Mortgaged Property as security for the
      Mortgage Loan and (b) there was no proceeding pending for the total or
      partial condemnation of such Mortgaged


                                       3
<PAGE>

      Property. With respect to the mortgaged properties that are located in
      counties in Alabama, Louisiana or Texas that, as of the Cut-off Date, are
      listed on the FEMA website as having been designated by FEMA for
      Individual Assistance or Public Assistance following Hurricane Katrina or
      Hurricane Rita, as of the Cut-off Date, there is no material damage.

12.   Title Insurance. The lien of each related Mortgage as a first priority
      lien in the original principal amount of such Mortgage Loan (or in the
      case of a Mortgage Loan secured by multiple Mortgaged Properties, an
      allocable portion thereof) is insured by an ALTA lender's title insurance
      policy (or a binding commitment therefor), or its equivalent as adopted in
      the applicable jurisdiction (the "Title Policy"), insuring the originator
      of the Mortgage Loan, its successors and assigns, subject only to the
      Title Exceptions; such originator or its successors or assigns is the
      named insured of such policy; such policy is assignable without consent of
      the insurer and will inure to the benefit of the Trustee as mortgagee of
      record (or, with respect to a Non-Serviced Trust Loan, the holder of the
      Mortgage); such policy, if issued, is in full force and effect and all
      premiums thereon have been paid; no claims have been made under such
      policy and the Seller has not done anything, by act or omission, and the
      Seller has no actual knowledge of any matter, which would impair or
      diminish the coverage of such 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. The Title Policy
      contains no material exclusion for, or alternatively it insures (unless
      such coverage is unavailable in the relevant jurisdiction) (a) access to a
      public road or (b) against any loss due to encroachment of any material
      portion of the improvements thereon.

13.   Insurance. As of the Mortgage Loan origination date, and to the actual
      knowledge of the Seller, as of the Cut-off Date, all insurance coverage
      required under the related Mortgage Loan documents was in full force and
      effect. Each Mortgage Loan requires insurance in such amounts and covering
      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, including requirements for
      (a) a fire and extended perils insurance policy, in an amount (subject to
      a customary deductible) at least equal to the lesser of (i) the
      replacement cost of improvements located on such Mortgaged Property, or
      (ii) the initial principal balance of the Mortgage Loan (or in the case of
      a Loan Group, the outstanding principal balance of the Loan Group), and in
      any event, the amount necessary to prevent operation of any co-insurance
      provisions, (b) except if such Mortgaged Property is operated as a mobile
      home park, business interruption or rental loss insurance, in an amount at
      least equal to 12 months of operations of the related Mortgaged Property
      (or in the case of a Mortgaged Property without any elevator, 6 months)
      and (c) comprehensive general liability insurance against claims for
      personal and bodily injury, death or property damage occurring on, in or
      about the related Mortgaged Property, in an amount customarily required by
      prudent institutional lenders. To the actual knowledge of the Seller, as
      of the Cut-off Date, all premiums due and payable through the Closing Date
      have been paid and no notice of termination or cancellation with respect
      to any such insurance policy has been received by the Seller.


                                       4
<PAGE>

      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, the related Mortgage Loan documents require that any insurance
      proceeds in respect of a casualty loss, will be applied either (i) to the
      repair or restoration of all or part of the related Mortgaged Property or
      (ii) 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 insurance
      policies each contain a standard mortgagee clause naming the Seller and
      its successors and assigns as loss payee or additional insured, as
      applicable, and each insurance policy provides that they are not
      terminable 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. The loan documents for
      each Mortgage Loan (a) require that the Mortgagor maintain insurance as
      described above or permit the mortgagee to require that the Mortgagor
      maintain insurance as described above, and (b) permit the mortgagee to
      purchase such insurance at the Mortgagor's expense if the Mortgagor fails
      to do so. The insurer with respect to each policy is qualified to write
      insurance in the relevant jurisdiction to the extent required.

14.   No Material Default. (A) Other than payments due but not yet 30 days or
      more delinquent, to the Seller's actual knowledge, based upon due
      diligence customarily performed in connection with the servicing of
      comparable mortgage loans by prudent institutional lenders, (i) there is
      no material default, breach, violation or event of acceleration existing
      under the related Mortgage or Mortgage Note(s), and (ii) there is no event
      (other than payments due but not yet delinquent) which, with the passage
      of time or with notice and the expiration of any grace or cure period,
      would constitute a material default, breach, violation or event of
      acceleration under the related Mortgage or Mortgage Note(s), (B) the
      Seller has not waived any material default, breach, violation or event of
      acceleration under such Mortgage or Mortgage Note(s), unless a written
      waiver to that effect is contained in the related Mortgage File being
      delivered pursuant to the Pooling and Servicing Agreement, and (C)
      pursuant to the terms of the related Mortgage Loan documents, no Person or
      party other than the holder of such Mortgage Note(s) (or with respect to a
      Non-Serviced Trust Loan, the applicable servicer as permitted by the
      applicable Lead PSA) may declare any event of default or accelerate the
      related indebtedness under either of such Mortgage or Mortgage Note(s);
      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 Seller elsewhere in this Exhibit B
      (including any schedule or exhibit hereto).

15.   Payment Record. As of the Closing 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.


                                       5
<PAGE>

16.   Servicing. The servicing and collection practices used by the Seller with
      respect to the Mortgage Loan have been, in all respects, legal and have
      met customary industry standards for servicing of commercial loans for
      conduit loan programs.

17.   Reserved.

18.   Qualified Mortgage. Each Mortgage Loan constitutes a "qualified mortgage"
      within the meaning of Section 860G(a)(3) of the Code (but without regard
      to Treasury Regulations Section 1.860G-2(f)(2) that treats a defective
      obligation as a qualified mortgage, or any substantially similar successor
      provision). 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 a "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. Each yield maintenance payment and
      prepayment premium payable under the Mortgage Loans is a "customary
      prepayment penalty" within the meaning of Treasury Regulations Section
      1.860G-1(b)(2).

19.   Environmental Conditions and Compliance. One or more environmental site
      assessments or updates thereof were performed by an environmental
      consulting firm independent of the Seller or the Seller's affiliates with
      respect to each related Mortgaged Property during the 18-months preceding
      the origination of the related Mortgage Loan, and the Seller, having made
      no independent inquiry other than to review the report(s) prepared in
      connection with the assessment(s) referenced herein, has no actual
      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). If any such environmental report
      identified any Recognized Environmental Condition (REC), as that term is
      defined in the Standard Practice for Environmental Site Assessments: Phase
      I Environmental Site Assessment Process Designation: E 1527-00, as
      recommended by the


                                       6
<PAGE>

      American Society for Testing and Materials (ASTM), with respect to the
      related Mortgaged Property and the same have not been subsequently
      addressed in all material respects, then either (i) an escrow greater than
      or equal to 100% of the amount identified as necessary by the
      environmental consulting firm to address the REC is held by the Seller for
      purposes of effecting same (and the Mortgagor has covenanted in the
      Mortgage Loan documents to perform such work), (ii) the related Mortgagor
      or other responsible party having financial resources reasonably estimated
      to be adequate to address the REC is required to take such actions or is
      liable for the failure to take such actions, if any, with respect to such
      circumstances or conditions as have been required by the applicable
      governmental regulatory authority or any environmental law or regulation,
      (iii) the Mortgagor has provided an environmental insurance policy, (iv)
      an operations and maintenance plan has been or will be implemented or (v)
      such conditions or circumstances were investigated further and a qualified
      environmental consulting firm recommended no further investigation or
      remediation.

20.   Customary Mortgage Provisions. Each related Mortgage Note, Mortgage and
      Assignment of Leases (if contained in a document separate from the
      Mortgage) contain customary and enforceable provisions, subject to the
      limitations and exceptions set forth in paragraph (5) and applicable state
      law for comparable mortgaged properties similarly situated 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 intended to be provided thereby, including realization by
      judicial or, if applicable, non-judicial foreclosure.

21.   Bankruptcy. At the time of origination and, to the actual knowledge of
      Seller as of the Cut-off Date, no Mortgagor is a debtor in, and no
      Mortgaged Property is the subject of, any state or federal bankruptcy or
      insolvency proceeding.

22.   Whole Loan; No Equity Participation, Contingent Interest or Negative
      Amortization. Except with respect to a Mortgage Loan that is part of a
      Loan Group, each Mortgage Loan is a whole loan. None of the Mortgage Loans
      contain any equity participation, preferred equity component or shared
      appreciation feature by the mortgagee nor does any Mortgage Loan provide
      the mortgagee with any contingent or additional interest in the form of
      participation in the cash flow of the related Mortgaged Property.

23.   Transfers and Subordinate Debt. Subject to certain exceptions which are
      customarily acceptable to prudent commercial and multifamily mortgage
      lending institutions lending on the security of property comparable to the
      related Mortgaged Property, each Mortgage Loan contains a "due on sale" or
      other such provision for the acceleration of the payment of the unpaid
      principal balance of such Mortgage Loan if, without the consent of the
      holder of the Mortgage or complying with the requirements of the related
      Mortgage Loan documents, (a) the related Mortgaged Property, or any
      controlling or majority equity interest in the related Mortgagor, is
      directly or indirectly pledged, transferred or sold, other than as related
      to (i) family and estate planning transfers, (ii) transfers to certain
      affiliates as defined in the related Mortgage Loan documents (iii)
      transfers of less than a controlling interest in a Mortgagor, (iv) a
      substitution or release of collateral within the parameters of paragraph
      (26) below, or, (v) the enforcement of rights by a mezzanine


                                       7
<PAGE>

      lender in connection with any mezzanine debt which existed or is permitted
      under the related Mortgage Loan documents, or (b) the related Mortgaged
      Property is encumbered with a subordinate lien or security interest
      against the related Mortgaged Property, other than (i) any Companion Loan
      of any Mortgage Loan or any subordinate debt that existed at origination
      or is permitted under the related Mortgage Loan documents, (ii) debt
      secured by furniture, fixtures, equipment and other personal property in
      the ordinary course of business or (iii) any Mortgage Loan that is
      cross-collateralized and cross-defaulted with another Mortgage Loan.
      Except as related to (a)(i), (ii), (iii), (iv) or (v), above, no Mortgage
      Loan may be assigned by the Mortgagor to another entity without the
      mortgagee's consent.

24.   Waivers and Modification. Except as set forth in the related Mortgage
      File, the terms of the related Mortgage Note and Mortgage 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.

25.   Inspection. Each related Mortgaged Property was inspected by or on behalf
      of the related originator or an affiliate of the originator during the 12
      month period prior to the related origination date.

26.   Releases of Mortgaged Property. (A) 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 of the Mortgage Loan or materially interferes with the security
      intended to be provided by such Mortgage; and (B) the terms of the related
      Mortgage Loan documents do not permit the release of any portion of the
      Mortgaged Property from the lien of the Mortgage except (i) in
      consideration of payment in full therefor, (ii) in connection with the
      substitution of all or a portion of the Mortgaged Property in exchange for
      delivery of "government securities" within the meaning of Section 2(a)(16)
      of the Investment Company Act of 1940, as amended, (iii) where such
      portion to be released was not considered material for purposes of
      underwriting the Mortgage Loan and such release was contemplated at
      origination, (iv) conditioned on the satisfaction of certain underwriting
      and other requirements, including payment of a release price representing
      adequate consideration for such Mortgaged Property or the portion thereof
      to be released, or (v) in connection with the substitution of a
      replacement property in compliance with REMIC Provisions.

27.   Local Law Compliance. To the Seller's actual knowledge, based upon a
      letter from governmental authorities, a legal opinion, an endorsement to
      the related title policy, or other due diligence considered reasonable by
      prudent commercial mortgage lenders, taking into account the location of
      the Mortgaged Property, as of the date of origination of such Mortgage
      Loan and as of the Cut-off Date, there are no material 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 the Title Policy or a law and ordinance insurance policy or
      (ii) would have a material adverse effect on the value, operation or net
      operating income of the Mortgaged Property.


                                       8
<PAGE>

28.   Improvements. To the Seller's actual knowledge based on the Title Policy
      or surveys obtained in connection with the origination of each Mortgage
      Loan, none of the material improvements which were included for the
      purposes of determining the appraised value of the related Mortgaged
      Property at the time of the origination of the Mortgage Loan lies outside
      of the boundaries and building restriction lines of such property (except
      Mortgaged Properties which are legal non-conforming uses), to an extent
      which would have a material adverse affect on the value of the Mortgaged
      Property or related Mortgagor's use and operation of such Mortgaged
      Property (unless affirmatively covered by the related Title Policy) and no
      improvements on adjoining properties encroached upon such Mortgaged
      Property to any material and adverse extent (unless affirmatively covered
      by the related Title Policy). 29. Single Purpose Entity. With respect to
      each Mortgage Loan with a Cut-off Date Balance in excess of $5,000,000 the
      related Mortgagor has covenanted in its organizational documents and/or
      the Mortgage Loan documents to own no significant asset other than the
      related Mortgaged Property and assets incidental to its ownership and
      operation of such Mortgaged Property, and to hold itself out as being a
      legal entity, separate and apart from any other Person.

30.   Advance of Funds. (A) After origination, the Seller has not, directly or
      indirectly, advanced any funds to the Mortgagor, other than pursuant to
      the related Mortgage Loan documents; and (B) to the Seller's actual
      knowledge, no funds have been received from any Person other than the
      Mortgagor, for or on account of payments due on the Mortgage Note.

31.   Litigation or Other Proceedings. As of the date of origination and, to the
      Seller's actual knowledge, as of the Cut-off Date, there was no pending
      action, suit or proceeding, or governmental investigation of which it has
      received notice, against the Mortgagor or the related Mortgaged Property
      the adverse outcome of which could reasonably be expected to materially
      and adversely affect (i) such Mortgagor's ability to pay its obligations
      under the Mortgage Loan, (ii) the security intended to be provided by the
      Mortgage Loan documents or (iii) the current use of the Mortgaged
      Property.

32.   Trustee Under Deed of Trust. As of the date of origination, and, to the
      Seller's actual knowledge, as of the Cut-off Date, if the related Mortgage
      is a deed of trust, a trustee, duly qualified under applicable law to
      serve as such, has either been properly designated and serving under such
      Mortgage or may be substituted in accordance with the Mortgage and
      applicable law.

33.   Usury. The Mortgage Loan and the interest contracted for (exclusive of any
      default interest, late charges, Yield Maintenance Charge or prepayment
      premiums) complied as of the date of origination with, or is exempt from,
      applicable state or federal laws, regulations and other requirements
      pertaining to usury.

34.   Other Collateral. Except with respect to the Companion Loan of any Loan
      Group or any Mortgage Loan that is cross-collateralized and
      cross-defaulted with another Mortgage


                                       9
<PAGE>

      Loan, to the Seller's knowledge, the related Mortgage Note is not secured
      by any collateral that secures a loan that is not a Mortgage Loan.

35.   Flood Insurance. If the improvements on the Mortgaged Property are located
      in a federally designated special flood hazard area, the Mortgagor is
      required to maintain or the mortgagee maintains, flood insurance with
      respect to such improvements and such policy is in full force and effect.

36.   Escrow Deposits. All escrow deposits and payments required to be deposited
      with the Seller or its agent in accordance with the Mortgage Loan
      documents have been (or by the Closing Date will be) so deposited, are in
      the possession of or under the control of the Seller or its agent (or,
      with respect to a Non-Serviced Trust Loan, in the possession of or under
      the control of the Lead Trustee or its agent under the applicable Lead
      PSA), and there are no deficiencies in connection therewith.

37.   Licenses and Permits. To the Seller's actual knowledge, based on the due
      diligence customarily performed in the origination of comparable mortgage
      loans by prudent commercial lending institutions considering the related
      geographic area and properties comparable to the related Mortgaged
      Property, (i) as of the date of origination of the Mortgage Loan, the
      related Mortgagor, the related lessee, franchisor or operator was in
      possession of all material licenses, permits and authorizations then
      required for use of the related Mortgaged Property, and, (ii) as of the
      Cut-off Date, the Seller has no actual knowledge that the related
      Mortgagor, the related lessee, franchisor or operator was not in
      possession of such licenses, permits and authorizations.

38.   Organization of Mortgagors; Affiliation with other Mortgagors. With
      respect to each Mortgage Loan, in reliance on certified copies of the
      organizational documents of the Mortgagor delivered by the Mortgagor in
      connection with the origination of such Mortgage Loan, the Mortgagor is an
      entity organized under the laws of a state of the United States of
      America, the District of Columbia or the Commonwealth of Puerto Rico.
      Except with respect to any Mortgage Loan that is cross-collateralized and
      cross defaulted with another Mortgage Loan, no Mortgage Loan has a
      Mortgagor that is an affiliate of another Mortgagor.

39.   Fee Simple Interest. Except with respect to the Mortgage Loans listed on
      Exhibit B-39, the Mortgage Loan is secured in whole or in material part by
      the fee simple interest in the related Mortgaged Property.

40.   Recourse. Each Mortgage Loan is non-recourse to the related Mortgagor
      except that the Mortgagor has agreed to be liable with respect to losses
      incurred due to (i) fraud and/or other intentional material
      misrepresentation, (ii) misapplication or misappropriation of rents
      collected in advance or received by the related Mortgagor after the
      occurrence of an event of default and not paid to the mortgagee or applied
      to the Mortgaged Property in the ordinary course of business, (iii)
      misapplication or conversion by the Mortgagor of insurance proceeds or
      condemnation awards or (iv) breach of the environmental covenants in the
      related Mortgage Loan documents.


                                       10
<PAGE>

41.   Access; Tax Parcels. Each Mortgaged Property (a) is located on or adjacent
      to a dedicated road, or has access to an irrevocable easement permitting
      ingress and egress, (b) is served by public utilities, water and sewer (or
      septic facilities) and (c) constitutes one or more separate tax parcels.

42.   Financial Statements. Each Mortgage requires the Mortgagor to provide the
      mortgagee with operating statements and rent rolls on an annual (or more
      frequent) basis or upon written request.

43.   Defeasance. If the Mortgage Loan is a Defeasance Loan, the Mortgage Loan
      documents (A) permit defeasance (1) no earlier than two years after the
      Closing Date, and (2) only with substitute collateral constituting
      "government securities" within the meaning of Treasury Regulations Section
      1.860G-2(a)(8)(i) in an amount sufficient to make all scheduled payments
      under the Mortgage Note through the related maturity date (or the first
      day of the open period) and the balloon payment that would be due on such
      date, (B) require the delivery of (or otherwise contain provisions
      pursuant to which the mortgagee can require delivery of) (i) an opinion to
      the effect that such mortgagee has a first priority perfected security
      interest in the defeasance collateral, (ii) an accountant's certification
      as to the adequacy of the defeasance collateral to make all payments
      required under the related Mortgage Loan through the related maturity date
      (or the first day of the open period) and the balloon payment that would
      be due on such date, (iii) an Opinion of Counsel that the defeasance
      complies with all applicable REMIC Provisions, and (iv) assurances from
      the Rating Agencies that the defeasance will not result in the withdrawal,
      downgrade or qualification of the ratings assigned to the Certificates and
      (C) contain provisions pursuant to which the mortgagee can require the
      Mortgagor to pay expenses associated with a defeasance (including rating
      agencies' fees, accountant's fees and attorneys' fees). Such Mortgage Loan
      was not originated with the intent to collateralize a REMIC offering with
      obligations that are not real estate mortgages.

44.   Authorization in Jurisdiction. To the extent required under applicable law
      and necessary for the enforcement of the Mortgage Loan, as of the date of
      origination and at all times it held the Mortgage Loan, the originator of
      such Mortgage Loan was authorized to do business in the jurisdiction in
      which the related Mortgaged Property is located.

45.   Capital Contributions. Neither the Seller nor any affiliate thereof has
      any obligation to make any capital contributions to the Mortgagor under
      the Mortgage Loan documents.

46.   Subordinate Debt. Except with respect to the Companion Loan of any Loan
      Group or any Mortgage Loan that is cross-collateralized and
      cross-defaulted with another Mortgage Loan, none of the Mortgaged
      Properties are encumbered and none of the Mortgage Loan documents permit
      the related Mortgaged Property to become encumbered, without the prior
      written consent of the holder of the Mortgage Loan or as described above
      in clause (23), by any lien securing the payment of money junior to, of
      equal priority with, or superior to, the lien of the related Mortgage
      (other than Title Exceptions, taxes, assessments and contested mechanics
      and materialmens liens that become payable after the Cut-off Date).


                                       11
<PAGE>

47.   Ground Lease Representations and Warranties. With respect to each Mortgage
      Loan secured by a leasehold interest (except with respect to any Mortgage
      Loan also secured by the corresponding fee interest in the related
      Mortgaged Property), the Seller represents and warrants the following with
      respect to the related Ground Lease:

            A. Such Ground Lease or a memorandum thereof has been or will be
      duly recorded 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. 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 assigns without the consent of the
      lessor thereunder (or, if any such consent is required, it has been
      obtained prior to the Closing Date).

            C. Subject to the limitations on enforceability set forth in
      Paragraph 5, such Ground Lease may not be amended, modified, canceled or
      terminated without the prior written consent of the mortgagee and any such
      action without such consent is not binding on the mortgagee, its
      successors or assigns, except that termination or cancellation without
      such consent may be binding on the mortgagee if (i) an event of default
      occurs under the Ground Lease, (ii) notice is provided to the mortgagee
      and (iii) such default is curable by the mortgagee as provided in the
      Ground Lease but remains uncured beyond the applicable cure period.

            D. To the actual knowledge of the Seller, on the Closing Date such
      Ground Lease is in full force and effect and other than payments due but
      not yet 30 days or more delinquent, (i) there is no material default, and
      (ii) there is no event which, with the passage of time or with notice and
      the expiration of any grace or cure period, would constitute a material
      default under such Ground Lease; provided, however, that this
      representation and warranty does not address or otherwise cover any
      default, breach, violation or event of acceleration that specifically
      pertains to any matter otherwise covered by any other representation and
      warranty made by the Seller elsewhere in this Exhibit B or in any of the
      exceptions to the representations and warranties in Schedule A hereto.

            E. The Ground Lease or ancillary agreement between the lessor and
      the lessee (i) requires the lessor to give notice of any default by the
      lessee to the mortgagee and (ii) provides that no notice given is
      effective against the mortgagee unless a copy has been delivered to the
      mortgagee in the manner described in the ground lease or ancillary
      agreement.

            F. Based on the Title Policy, the Ground Lease (i) is not subject to
      any liens or encumbrances superior to, or of equal priority with, the
      Mortgage, other than the ground lessor's 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.


                                       12
<PAGE>

            G. The mortgagee is permitted a reasonable opportunity (including,
      where necessary, sufficient time to gain possession of the interest of the
      lessee under the ground lease) to cure any curable default under such
      Ground Lease after receipt of notice of such default before the lessor
      thereunder may terminate such Ground Lease.

            H. 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 or if such Mortgage Loan is fully
      amortizing, extends not less than 10 years after the amortization term for
      the Mortgage Loan.

            I. Under the terms of the Ground Lease and the related Mortgage Loan
      documents (including, without limitation, any estoppel or consent letter
      received by the mortgagee from the lessor), taken together, any related
      insurance proceeds or condemnation award (other than de minimis amounts
      for minor casualties or in respect of a total or substantially total loss
      or taking) will be applied either to the repair or restoration of all or
      part of the related Mortgaged Property, with the mortgagee or a trustee
      appointed by it having the right to hold and disburse such proceeds as
      repair or restoration progresses, or to the payment or defeasance of the
      outstanding principal balance of the Mortgage Loan, together with any
      accrued interest (except in cases where a different allocation would not
      be viewed as commercially unreasonable by any commercial mortgage lender,
      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).

            J. The Ground Lease does not restrict the use of the related
      Mortgaged Property by the lessee or its successors or assigns in a manner
      that would materially adversely affect the security provided by the
      related mortgage.

            K. The Ground Lease does not impose any restrictions on subletting
      that would be viewed as commercially unreasonable by a prudent commercial
      mortgage lender.

            L. The ground lessor under such Ground Lease is required to enter
      into a new lease upon termination of the Ground Lease for any reason,
      including the rejection of the Ground Lease in bankruptcy.


                                       13