Exhibit 10.2

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             J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,

                                   PURCHASER,

                                    CIBC INC.

                                     SELLER

                        MORTGAGE LOAN PURCHASE AGREEMENT

                           Dated as of March 16, 2006

                                 $967,110,847.13

                            Fixed Rate Mortgage Loans

                               Series 2006-CIBC14










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            This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of March 16, 2006, is between J.P. Morgan Chase Commercial Mortgage Securities
Corp., as purchaser (the "Purchaser"), and CIBC Inc., as seller ("CIBC" or the
"Seller").

            Capitalized terms used in this Agreement not defined herein shall
have the meanings ascribed to them in the Pooling and Servicing Agreement dated
as of March 16, 2006 (the "Pooling and Servicing Agreement") among the
Purchaser, as depositor (the "Depositor"), GMAC Commercial Mortgage Corporation,
Inc., as master servicer ("Master Servicer"), Midland Loan Services, Inc., as
special servicer ("Special Servicer"), LaSalle Bank National Association, as
trustee (the "Trustee") and as paying agent (in such capacity, the "Paying
Agent"), pursuant to which the Purchaser will sell the Mortgage Loans (as
defined herein) to a trust fund and certificates representing ownership
interests in the Mortgage Loans will be issued by the trust fund. For purposes
of this Agreement, the term "Mortgage Loans" refers to the mortgage loans listed
on Exhibit A and "Mortgaged Properties" refers to the properties securing such
Mortgage Loans.

            The Purchaser and the Seller wish to prescribe the manner of sale of
the Mortgage Loans from the Seller to the Purchaser and in consideration of the
premises and the mutual agreements hereinafter set forth, agree as follows:

            SECTION 1. Sale and Conveyance of Mortgages; Possession of Mortgage
File. Effective as of the Closing Date and upon receipt of the purchase price
set forth in the immediately succeeding paragraph, the Seller does hereby sell,
transfer, assign, set over and convey to the Purchaser, without recourse, all of
its right, title, and interest (subject to certain agreements regarding
servicing as provided in the Pooling and Servicing Agreement, subservicing
agreements permitted thereunder and that certain Servicing Rights Purchase and
Sale Agreement, dated as of the date hereof between the Master Servicer and the
Seller) in and to the Mortgage Loans described in Exhibit A, including all
interest and principal received on or with respect to the Mortgage Loans after
the Cut-off Date (other than payments of principal and interest first due on the
Mortgage Loans on or before the Cut-off Date). In addition to the sale and
conveyance of the Mortgage Loans, the Seller does hereby transfer and assign to
the Purchaser its right, title and interest under that certain Loan Sale
Agreement, dated as of March 16, 2006 ("Houston Galleria Loan Sale Agreement"),
by and between the Seller, as purchaser, and JPMorgan Chase Bank, National
Association ("JPMorgan"), as seller, including the representations and
warranties therein made by JPMorgan and the remedies for any breach of such
representations and warranties. Upon the sale of the Mortgage Loans, the
ownership of each related Mortgage Note, the Mortgage and the other contents of
the related Mortgage File will be vested in the Purchaser and immediately
thereafter the Trustee and the ownership of records and documents with respect
to the related Mortgage Loan prepared by or which come into the possession of
the Seller (other than the records and documents described in the proviso to
Section 3(a) hereof) shall immediately vest in the Purchaser and immediately
thereafter the Trustee. The Seller's records will accurately reflect the sale of
each Mortgage Loan to the Purchaser. The Depositor will sell the Class A-1,
Class A-2, Class A-3B, Class A-4, Class A-SB, Class A-1A, Class A-M, Class A-J,
Class X-2, Class B, Class C and Class D Certificates (the "Offered
Certificates") to the underwriters specified in the underwriting agreement dated
March 3, 2006 (the "Underwriting Agreement") between the Depositor and J.P.
Morgan Securities Inc. ("JPMSI") for itself and as representative of CIBC World
Markets Corp. ("CIBCWMC"), Deutsche Bank Securities Inc. ("DBSI") and Nomura
Securities International, Inc. ("Nomura" and together with JPMSI, CIBCWMC and
DBSI, the "Underwriters"), and the Depositor will sell the Class X-1, Class
A-3A, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class P and Class NR Certificates (the "Private Certificates") to
JPMSI, as the initial purchaser (together with the Underwriters, the "Dealers")
specified in the certificate purchase agreement, dated March 3, 2006 (the
"Certificate Purchase Agreement"), between the Depositor and JPMSI.

            The sale and conveyance of the Mortgage Loans is being conducted on
an arms-length basis and upon commercially reasonable terms. As the purchase
price for the Mortgage Loans, the Purchaser shall pay to the Seller or at the
Seller's direction $972,571,976.34 (which amount is inclusive of accrued
interest) in immediately available funds minus the costs set forth in Section 9
hereof. The purchase and sale of the Mortgage Loans shall take place on the
Closing Date.

            SECTION 2. Books and Records; Certain Funds Received After the
Cut-off Date. From and after the sale of the Mortgage Loans to the Purchaser,
record title to each Mortgage and the related Mortgage Note shall be transferred
to the Trustee in accordance with this Agreement. Any funds due after the
Cut-off Date in connection with a Mortgage Loan received by the Seller shall be
held in trust for the benefit of the Trustee as the owner of such Mortgage Loan
and shall be transferred promptly to the Trustee. All scheduled payments of
principal and interest due on or before the Cut-off Date but collected after the
Cut-off Date, and recoveries of principal and interest collected on or before
the Cut-off Date (only in respect of principal and interest on the Mortgage
Loans due on or before the Cut-off Date and principal prepayments thereon),
shall belong to, and shall be promptly remitted to, the Seller.

            The transfer of each Mortgage Loan shall be reflected on the
Seller's balance sheets and other financial statements as a sale of the Mortgage
Loans by the Seller to the Purchaser. The Seller intends to treat the transfer
of each Mortgage Loan to the Purchaser as a sale for tax purposes.

            The transfer of each Mortgage Loan shall be reflected on the
Purchaser's balance sheets and other financial statements as the purchase of the
Mortgage Loans by the Purchaser from the Seller. The Purchaser intends to treat
the transfer of each Mortgage Loan from the Seller as a purchase for tax
purposes.

            SECTION 3. Delivery of Mortgage Loan Documents; Additional Costs and
Expenses. (a) The Purchaser hereby directs the Seller, and the Seller hereby
agrees, upon the transfer of the Mortgage Loans contemplated herein, to deliver
on the Closing Date to the Trustee or a Custodian appointed thereby, all
documents, instruments and agreements required to be delivered by the Purchaser
to the Trustee with respect to the Mortgage Loans under Sections 2.01(b) and (c)
of the Pooling and Servicing Agreement, and meeting all the requirements of such
Sections 2.01(b) and (c), and such other documents, instruments and agreements
as the Purchaser or the Trustee shall reasonably request and which are in the
Seller's possession or under the Seller's control. In addition, the Seller
agrees to deliver or cause to be delivered to the Master Servicer, the Servicing
File for each Mortgage Loan transferred pursuant to this Agreement; provided
that the Seller shall not be required to deliver any draft documents, privileged
or internal communications or credit underwriting or due diligence analyses or
data.

            (b) With respect to the transfer described in Section 1 hereof, if
the Mortgage Loan documents do not require the related Mortgagor to pay any
costs and expenses relating to any modifications to a related letter of credit
which modifications are required to effectuate such transfer (the "Transfer
Modification Costs"), then the Seller shall pay the Transfer Modification Costs
required to transfer the letter of credit to the Purchaser as described in such
Section 1; provided that if the Mortgage Loan documents require the related
Mortgagor to pay any Transfer Modification Costs, such Transfer Modification
Costs shall be an expense of the Mortgagor unless such Mortgagor fails to pay
such Transfer Modification Costs after the Master Servicer has exercised all
remedies available under the applicable Mortgage Loan documents to collect such
Transfer Modification Costs from such Mortgagor, in which case the Master
Servicer shall give the Seller notice of such failure and the Seller shall pay
such Transfer Modification Costs.

            (c) Notwithstanding the foregoing, solely with respect to the
Houston Galleria Mortgage Loan, JPMorgan shall perform the obligations of the
Seller set forth in this Section 3 and Seller shall have no responsibility to
perform such obligations or to cause JPMorgan to perform such obligations.

            SECTION 4. Treatment as a Security Agreement. The Seller,
concurrently with the execution and delivery hereof, has conveyed to the
Purchaser, all of its right, title and interest in and to the Mortgage Loans.
The parties intend that such conveyance of the Seller's right, title and
interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a purchase and sale and not a loan. If such conveyance is deemed to
be a pledge and not a sale, then the parties also intend and agree that the
Seller shall be deemed to have granted, and in such event does hereby grant, to
the Purchaser, a first priority security interest in all of its right, title and
interest in, to and under the Mortgage Loans, all payments of principal or
interest on such Mortgage Loans due after the Cut-off Date, all other payments
made in respect of such Mortgage Loans after the Cut-off Date (except to the
extent such payments were due on or before the Cut-off Date) and all proceeds
thereof and that this Agreement shall constitute a security agreement under
applicable law. If such conveyance is deemed to be a pledge and not a sale, the
Seller consents to the Purchaser hypothecating and transferring such security
interest in favor of the Trustee and transferring the obligation secured thereby
to the Trustee.

            SECTION 5. Covenants of the Seller. The Seller covenants with the
Purchaser as follows:

            (a) it shall record or cause a third party to record in the
appropriate public recording office for real property the intermediate
assignments of the Mortgage Loans and the Assignments of Mortgage from the
Seller to the Trustee in connection with the Pooling and Servicing Agreement.
All recording fees relating to the initial recordation of such intermediate
assignments and Assignments of Mortgage shall be paid by the Seller;

            (b) it shall take any action reasonably required by the Purchaser,
the Trustee or the Master Servicer, in order to assist and facilitate in the
transfer of the servicing of the Mortgage Loans to the Master Servicer,
including effectuating the transfer of any letters of credit with respect to any
Mortgage Loan to the Master Servicer on behalf of the Trustee for the benefit of
Certificateholders. Prior to the date that a letter of credit with respect to
any Mortgage Loan is transferred to the Master Servicer, the Seller will
cooperate with the reasonable requests of the Master Servicer or Special
Servicer, as applicable, in connection with effectuating a draw under such
letter of credit as required under the terms of the related Mortgage Loan
documents; and

            (c) if, during such period of time after the first date of the
public offering of the Offered Certificates as in the opinion of counsel for the
Underwriters, a prospectus relating to the Offered Certificates is required by
applicable law to be delivered in connection with sales thereof by an
Underwriter or a dealer, any event shall occur as a result of which it is
necessary to amend or supplement the Prospectus Supplement, including Annex A-1,
A-2, A-3, B and D thereto and the Diskette included therewith, with respect to
any information relating to the Mortgage Loans or the Seller, in order to make
the statements therein, in the light of the circumstances when the Prospectus
Supplement is delivered to a purchaser, not misleading, or if it is necessary to
amend or supplement the Prospectus Supplement, including Annex A-1, A-2, A-3, B
and D thereto and the Diskette included therewith, with respect to any
information relating to the Mortgage Loans or the Seller, to comply with
applicable law, the Seller shall do all things necessary to assist the Depositor
to prepare and furnish, at the expense of the Seller (to the extent that such
amendment or supplement relates to the Seller, the Mortgage Loans listed on
Exhibit A and/or any information relating to the same, as provided by the
Seller), to the Underwriters such amendments or supplements to the Prospectus
Supplement as may be necessary, so that the statements in the Prospectus
Supplement as so amended or supplemented, including Annex A-1, A-2, A-3, B and D
thereto and the Diskette included therewith, with respect to any information
relating to the Mortgage Loans or the Seller, will not, in the light of the
circumstances when the Prospectus is delivered to a purchaser, be misleading or
so that the Prospectus Supplement, including Annex A-1, A-2, A-3, B and D
thereto and the Diskette included therewith, with respect to any information
relating to the Mortgage Loans or the Seller, will comply with applicable law.
All terms used in this clause (c) and not otherwise defined herein shall have
the meaning set forth in the Indemnification Agreement, dated as of March 3,
2006 among the Purchaser, the Seller and the Dealers (the "Indemnification
Agreement").

            (d) Notwithstanding the foregoing, solely with respect to the
Houston Galleria Mortgage Loan, JPMorgan shall perform the obligations of the
Seller set forth in this Section 5 and the Seller shall have no responsibility
to perform such obligations or to cause JPMorgan to perform such obligations.

            SECTION 6. Representations and Warranties.

            (a) The Seller represents and warrants to the Purchaser as of the
Closing Date that:

                  (i) it is a Delaware corporation duly organized, validly
      existing, and in good standing under the laws of the State of Delaware;

                  (ii) it has the power and authority to own its property and to
      carry on its business as now conducted;

                  (iii) it has the power to execute, deliver and perform this
      Agreement;

                  (iv) it is duly qualified to transact business in the State of
      New York. The Seller is in compliance with the laws of each state in which
      any Mortgaged Property is located to the extent necessary so that a
      subsequent holder of the related Mortgage Loan (including, without
      limitation, the Purchaser) that is in compliance with the laws of such
      state would not be prohibited from enforcing such Mortgage Loan solely by
      reason of any non-compliance by the Seller;

                  (v) the execution, delivery and performance of this Agreement
      by the Seller has been duly authorized by all requisite action by the
      Seller's board of directors and will not violate or breach any provision
      of its organizational documents;

                  (vi) this Agreement has been duly executed and delivered by
      the Seller and constitutes a legal, valid and binding obligation of the
      Seller, enforceable against it in accordance with its terms (except as
      enforcement thereof may be limited by bankruptcy, receivership,
      conservatorship, reorganization, insolvency, moratorium or other laws
      affecting the enforcement of creditors' rights generally and by general
      equitable principles regardless of whether enforcement is considered in a
      proceeding in equity or at law);

                  (vii) there are no legal or governmental proceedings pending
      to which the Seller is a party or of which any property of the Seller is
      the subject which, if determined adversely to the Seller, would reasonably
      be expected to adversely affect (A) the transfer of the Mortgage Loans and
      the Mortgage Loan documents, (B) the execution and delivery by the Seller
      or enforceability against the Seller of the Mortgage Loans or this
      Agreement, or (C) the performance of the Seller's obligations hereunder;

                  (viii) it has no actual knowledge that any statement, report,
      officer's certificate or other document prepared and furnished or to be
      furnished by the Seller in connection with the transactions contemplated
      hereby (including, without limitation, any financial cash flow models and
      underwriting file abstracts furnished by the Seller) contains any untrue
      statement of a material fact or omits to state a material fact necessary
      in order to make the statements contained therein, in the light of the
      circumstances under which they were made, not misleading;

                  (ix) it is not, nor with the giving of notice or lapse of time
      or both would be, in violation of or in default under any indenture,
      mortgage, deed of trust, loan agreement or other agreement or instrument
      to which it is a party or by which it or any of its properties is bound,
      except for violations and defaults which individually and in the aggregate
      would not have a material adverse effect on the transactions contemplated
      herein; the sale of the Mortgage Loans and the performance by the Seller
      of all of its obligations under this Agreement and the consummation by the
      Seller of the transactions herein contemplated will not conflict with or
      result in a breach of any of the terms or provisions of, or constitute a
      default under, any material indenture, mortgage, deed of trust, loan
      agreement or other agreement or instrument to which the Seller is a party
      or by which the Seller is bound or to which any of the property or assets
      of the Seller is subject, nor will any such action result in any violation
      of the provisions of any applicable law or statute or any order, rule or
      regulation of any court or governmental agency or body having jurisdiction
      over the Seller, or any of its properties, except for conflicts, breaches,
      defaults and violations which individually and in the aggregate would not
      have a material adverse effect on the transactions contemplated herein;
      and no consent, approval, authorization, order, license, registration or
      qualification of or with any such court or governmental agency or body is
      required for the consummation by the Seller of the transactions
      contemplated by this Agreement, other than any consent, approval,
      authorization, order, license, registration or qualification that has been
      obtained or made;

                  (x) it has either (A) not dealt with any Person (other than
      the Purchaser or the Dealers) that may be entitled to any commission or
      compensation in connection with the sale or purchase of the Mortgage Loans
      or entering into this Agreement or (B) paid in full any such commission or
      compensation;

                  (xi) it is solvent and the sale of the Mortgage Loans
      hereunder will not cause it to become insolvent; and the sale of the
      Mortgage Loans is not undertaken with the intent to hinder, delay or
      defraud any of the Seller's creditors; and

                  (xii) for so long as the Trust is subject to the reporting
      requirements of the Exchange Act, the Seller shall provide the Purchaser
      (or with respect to any Companion Loan that is deposited into an Other
      Securitization, the depositor in such Other Securitization) and the Paying
      Agent with any Additional Form 10-D Disclosure and any Additional Form
      10-K Disclosure which the Purchaser is required to provide with respect to
      the Seller in its capacity as a "sponsor" pursuant to Exhibit Y and
      Exhibit Z of the Pooling and Servicing Agreement within the time periods
      set forth in the Pooling and Servicing Agreement.

            (b) The Purchaser represents and warrants to the Seller as of the
Closing Date that:

                  (i) it is a corporation duly organized, validly existing, and
      in good standing in the State of Delaware;

                  (ii) it is duly qualified as a foreign corporation in good
      standing in all jurisdictions in which ownership or lease of its property
      or the conduct of its business requires such qualification, except where
      the failure to be so qualified would not have a material adverse effect on
      the Purchaser, and the Purchaser is conducting its business so as to
      comply in all material respects with the applicable statutes, ordinances,
      rules and regulations of each jurisdiction in which it is conducting
      business;

                  (iii) it has the power and authority to own its property and
      to carry on its business as now conducted;

                  (iv) it has the power to execute, deliver and perform this
      Agreement, and neither the execution and delivery by the Purchaser of this
      Agreement, nor the consummation by the Purchaser of the transactions
      herein contemplated, nor the compliance by the Purchaser with the
      provisions hereof, will (A) conflict with or result in a breach of, or
      constitute a default under, any of the provisions of the certificate of
      incorporation or by-laws of the Purchaser or any of the provisions of any
      law, governmental rule, regulation, judgment, decree or order binding on
      the Purchaser or any of its properties, or any indenture, mortgage,
      contract or other instrument to which the Purchaser is a party or by which
      it is bound, or (B) result in the creation or imposition of any lien,
      charge or encumbrance upon any of the Purchaser's property pursuant to the
      terms of any such indenture, mortgage, contract or other instrument;

                  (v) this Agreement constitutes a legal, valid and binding
      obligation of the Purchaser enforceable against it in accordance with its
      terms (except as enforcement thereof may be limited by (a) bankruptcy,
      receivership, conservatorship, reorganization, insolvency, moratorium or
      other laws affecting the enforcement of creditors' rights generally and
      (b) general equitable principles (regardless of whether enforcement is
      considered in a proceeding in equity or law));

                  (vi) there are no legal or governmental proceedings pending to
      which the Purchaser is a party or of which any property of the Purchaser
      is the subject which, if determined adversely to the Purchaser, might
      interfere with or adversely affect the consummation of the transactions
      contemplated herein and in the Pooling and Servicing Agreement; to the
      best of the Purchaser's knowledge, no such proceedings are threatened or
      contemplated by governmental authorities or threatened by others;

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

                  (viii) it has not dealt with any broker, investment banker,
      agent or other person, other than the Seller, the Dealers and their
      respective affiliates, that may be entitled to any commission or
      compensation in connection with the sale of the Mortgage Loans or the
      consummation of any of the transactions contemplated hereby;

                  (ix) all consents, approvals, authorizations, orders or
      filings of or with any court or governmental agency or body, if any,
      required for the execution, delivery and performance of this Agreement by
      the Purchaser have been obtained or made; and

                  (x) it has not intentionally violated any provisions of the
      United States Secrecy Act, the United States Money Laundering Control Act
      of 1986 or the United States International Money Laundering Abatement and
      Anti-Terrorism Financing Act of 2001.

            (c) The Seller further makes the representations and warranties as
to the Mortgage Loans (other than the Houston Galleria Mortgage Loan, including
without limitation, the Houston Galleria A-2b Note) set forth in Exhibit B as of
the Closing Date (or as of such other date specifically provided in the
particular representation or warranty), which representations and warranties are
subject to the exceptions thereto set forth in Exhibit C. Neither the delivery
by the Seller of the Mortgage Files, Servicing Files, or any other documents
required to be delivered under Section 2.01 of the Pooling and Servicing
Agreement, nor the review thereof or any other due diligence by the Trustee,
Master Servicer, Special Servicer, a Certificate Owner or any other Person shall
relieve the Seller of any liability or obligation with respect to any
representation or warranty or otherwise under this Agreement or constitute
notice to any Person of a Breach or Defect.

            (d) Pursuant to this Agreement or Section 2.03(b) of the Pooling and
Servicing Agreement, the Seller and the Purchaser shall be given notice of any
Breach or Defect that materially and adversely affects the value of a Mortgage
Loan, the related Mortgaged Property or the interests of the Trustee or any
Certificateholder therein (except with respect to the Houston Galleria Mortgage
Loan or the Houston Galleria Mortgaged Property).

            (e) Upon notice pursuant to Section 6(d) above, the Seller shall,
not later than 90 days from the earlier of the Seller's receipt of the notice
or, in the case of a Defect or Breach relating to a Mortgage Loan (except with
respect to the Houston Galleria Mortgage Loan or the Houston Galleria Mortgaged
Property) not being a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code, but without regard to the rule of Treasury Regulation
Section 1.860G-2(f)(2) that causes a defective mortgage loan to be treated as a
qualified mortgage, the Seller's discovery of such Breach or Defect (the
"Initial Resolution Period"), (i) cure such Defect or Breach, as the case may
be, in all material respects, (ii) repurchase the affected Mortgage Loan at the
applicable Repurchase Price (as defined below) or (iii) substitute a Qualified
Substitute Mortgage Loan (as defined below) for such affected Mortgage Loan
(provided that in no event shall any such substitution occur later than the
second anniversary of the Closing Date) and pay the Master Servicer for deposit
into the Certificate Account, any Substitution Shortfall Amount (as defined
below) in connection therewith; provided, however, that, except with respect to
a Defect resulting solely from the failure by the Mortgage Loan Seller to
deliver to the Trustee or Custodian the actual policy of lender's title
insurance required pursuant to clause (ix) of the definition of Mortgage File by
a date not later than 12 months following the Closing Date, if such Breach or
Defect is capable of being cured but not within the Initial Resolution Period,
and the Seller has commenced and is diligently proceeding with the cure of such
Breach or Defect within such the Initial Resolution Period, the Seller shall
have an additional 90 days commencing immediately upon the expiration of the
Initial Resolution Period (the "Extended Resolution Period") to complete such
cure (or, failing such cure, to repurchase the related Mortgage Loan or
substitute a Qualified Substitute Mortgage Loan as described above); and
provided, further, that with respect to the Extended Resolution Period the
Seller shall have delivered an officer's certificate to the Trustee setting
forth the reason such Breach or Defect is not capable of being cured within the
Initial Resolution Period and what actions the Seller is pursuing in connection
with the cure thereof and stating that the Seller anticipates that such Breach
or Defect will be cured within the Extended Resolution Period. Notwithstanding
the foregoing, any Defect or Breach which causes any Mortgage Loan not to be a
"qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code,
without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) which
causes a defective mortgage loan to be treated as a qualified mortgage) shall be
deemed to materially and adversely affect the interests of the holders of the
Certificates therein, and such Mortgage Loan shall be repurchased or a Qualified
Substitute Mortgage Loan substituted in lieu thereof without regard to the
extended cure period described in the preceding sentence. If the affected
Mortgage Loan is to be repurchased, the Seller shall remit the Repurchase Price
(defined below) in immediately available funds to the Trustee.

            If any Breach pertains to a representation or warranty that the
related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to bear the costs and expenses associated with
any particular action or matter under such Mortgage Loan document(s), then
Seller shall not be required to repurchase such Mortgage Loan and the sole
remedy with respect to any Breach of such representation shall be to cure such
Breach within the applicable cure period (as the same may be extended) by
reimbursing the Trust Fund (by wire transfer of immediately available funds) the
reasonable amount of any such costs and expenses incurred by the Master
Servicer, the Special Servicer, the Trustee or the Trust Fund that are the basis
of such Breach and have not been reimbursed by the related Mortgagor; provided,
however, that in the event any such costs and expenses exceed $10,000, the
Seller shall have the option to either repurchase or substitute for the related
Mortgage Loan as provided above or pay such costs and expenses. Except as
provided in the proviso to the immediately preceding sentence, the Seller shall
remit the amount of such costs and expenses and upon its making such remittance,
the Seller shall be deemed to have cured such Breach in all respects. To the
extent any fees or expenses that are the subject of a cure by the Seller are
subsequently obtained from the related Mortgagor, the portion of the cure
payment equal to such fees or expenses obtained from the Mortgagor shall be
returned to the Seller pursuant to Section 2.03(f) of the Pooling and Servicing
Agreement. Notwithstanding any provisions of this Agreement, Seller shall have
no obligation or responsibility to cure any Breach or Defect with respect to the
Houston Galleria Mortgage Loan or the Houston Galleria Mortgaged Property or to
repurchase or substitute for the Houston Galleria Mortgage Loan in connection
with a Breach or Defect with respect to the Houston Galleria Mortgage Loan.

            Any of the following will cause a document in the Mortgage File to
be deemed to have a Defect and to be conclusively presumed to materially and
adversely affect the interests of Certificateholders in a Mortgage Loan and to
be deemed to materially and adversely affect the interests of the
Certificateholders in and the value of a Mortgage Loan: (a) the absence from the
Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity with a copy of the Mortgage
Note that appears to be regular on its face; (b) the absence from the Mortgage
File of the original signed Mortgage that appears to be regular on its face,
unless there is included in the Mortgage File a certified copy of the Mortgage
and a certificate stating that the original signed Mortgage was sent for
recordation; (c) the absence from the Mortgage File of the lender's title
insurance policy (or if the policy has not yet been issued, an original copy of
a "marked up" written commitment or the pro forma or specimen title insurance
policy) called for by clause (ix) of the definition of "Mortgage File" in the
Pooling and Servicing Agreement; (d) the absence from the Mortgage File of any
required letter of credit; (e) with respect to any leasehold mortgage loan, the
absence from the related Mortgage File of a copy (or an original, if available)
of the related Ground Lease; or (f) the absence from the Mortgage File of any
intervening assignments required to create a complete chain of assignments to
the Trustee on behalf of the Trust, unless there is included in the Mortgage
File a certified copy of the intervening assignment and a certificate stating
that the original intervening assignments were sent for recordation; provided,
however, that no Defect (except a Defect previously described in clauses (a)
through (f) above) shall be considered to materially and adversely affect the
value of the related Mortgage Loan, the related Mortgaged Property or the
interests of the Trustee or Certificateholders unless the document with respect
to which the Defect exists is required in connection with an imminent
enforcement of the Mortgagee's rights or remedies under the related Mortgage
Loan, defending any claim asserted by any borrower or third party with respect
to the Mortgage Loan, establishing the validity or priority of any lien on any
collateral securing the Mortgage Loan or for any immediate significant servicing
obligation. Notwithstanding the foregoing, the delivery of executed escrow
instructions or a commitment to issue a lender's title insurance policy, as
provided in clause (ix) of the definition of "Mortgage File" in the Pooling and
Servicing Agreement, in lieu of the delivery of the actual policy of lender's
title insurance, shall not be considered a Defect or Breach with respect to any
Mortgage File if such actual policy is delivered to the Trustee or a Custodian
on its behalf not later than 12 months following the Closing Date.

            If (i) any Mortgage Loan is required to be repurchased or
substituted for in the manner described in the first paragraph of this Section
6(e), (ii) such Mortgage Loan is a Crossed Loan, and (iii) the applicable Defect
or Breach does not constitute a Defect or Breach, as the case may be, as to any
other Crossed Loan in such Crossed Group (without regard to this paragraph),
then the applicable Defect or Breach, as the case may be, will be deemed to
constitute a Defect or Breach, as the case may be, as to each other Crossed Loan
in the Crossed Group for purposes of this paragraph, and the Seller will be
required to repurchase or substitute for all of the remaining Crossed Loans in
the related Crossed Group as provided in the first paragraph of this Section
6(e) unless such other Crossed Loans in such Crossed Group satisfy the Crossed
Loan Repurchase Criteria and satisfy all other criteria for substitution and
repurchase of Mortgage Loans set forth herein. In the event that the remaining
Crossed Loans satisfy the aforementioned criteria, the Seller may elect either
to repurchase or substitute for only the affected Crossed Loan as to which the
related Breach or Defect exists or to repurchase or substitute for all of the
Crossed Loans in the related Crossed Group. The Seller shall be responsible for
the cost of any Appraisal required to be obtained to determine if the Crossed
Loan Repurchase Criteria have been satisfied, so long as the scope and cost of
such Appraisal has been approved by the Seller (such approval not to be
unreasonably withheld).

            The "Repurchase Price" with respect to any Mortgage Loan or REO Loan
to be repurchased pursuant to this Agreement and Section 2.03 of the Pooling and
Servicing Agreement, shall have the meaning given to the term "Purchase Price"
in the Pooling and Servicing Agreement.

            A "Qualified Substitute Mortgage Loan" with respect to any Mortgage
Loan or REO Loan to be substituted pursuant to this Agreement and Section 2.03
of the Pooling and Servicing Agreement, shall have the meaning given to such
term in the Pooling and Servicing Agreement.

            A "Substitution Shortfall Amount" with respect to any Mortgage Loan
or REO Loan to be substituted pursuant to this Agreement and Section 2.03 of the
Pooling and Servicing Agreement, shall have the meaning given to such term in
the Pooling and Servicing Agreement.

            In connection with any repurchase or substitution of one or more
Mortgage Loans contemplated hereby, (i) the Purchaser shall execute and deliver,
or cause the execution and delivery of, such endorsements and assignments,
without recourse to the Trust, as shall be necessary to vest in the Seller the
legal and beneficial ownership of each repurchased Mortgage Loan or replaced
Mortgage Loan, as applicable, (ii) the Purchaser shall deliver, or cause the
delivery, to the Seller of all portions of the Mortgage File and other documents
pertaining to such Mortgage Loan possessed by the Trustee, or on the Trustee's
behalf, and (iii) the Purchaser shall release, or cause to be released, to the
Seller any escrow payments and reserve funds held by the Trustee, or on the
Trustee's behalf, in respect of such repurchased or replaced Mortgage Loans.

            (f) The representations and warranties of the parties hereto shall
survive the execution and delivery and any termination of this Agreement and
shall inure to the benefit of the respective parties, notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes or Assignment of
Mortgage or the examination of the Mortgage Files.

            (g) Each party hereby agrees to promptly notify the other party of
any breach of a representation or warranty contained in this Section 6. The
Seller's obligation to cure any Breach or Defect or repurchase or substitute any
affected Mortgage Loan pursuant to Section 6(e) shall constitute the sole remedy
available to the Purchaser in connection with a Breach or Defect. It is
acknowledged and agreed that the representations and warranties are being made
for risk allocation purposes; provided, however, that no limitation of remedy is
implied with respect to the Seller's breach of its obligation to cure,
repurchase or substitute in accordance with the terms and conditions of this
Agreement.

            SECTION 7. Conditions to Closing. The obligations of the Purchaser
to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior
to the Closing Date, of the following conditions:

            (a) Each of the obligations of the Seller required to be performed
by it at or prior to the Closing Date pursuant to the terms of this Agreement
shall have been duly performed and complied with and all of the representations
and warranties of the Seller under this Agreement shall be true and correct in
all material respects as of the Closing Date, and no event shall have occurred
as of the Closing Date which, with notice or passage of time, would constitute a
default under this Agreement, and the Purchaser shall have received a
certificate to the foregoing effect signed by an authorized officer of the
Seller substantially in the form of Exhibit D.

            (b) The Purchaser shall have received the following additional
closing documents:

                  (i) copies of the Seller's certificate of incorporation and
      by-laws, certified as of a recent date by the Assistant Secretary of the
      Seller;

                  (ii) a certificate as of a recent date of the Secretary of
      State of the State of Delaware to the effect that the Seller is duly
      organized, existing and in good standing in the State of Delaware;

                  (iii) an opinion of counsel of the Seller, in form and
      substance satisfactory to the Purchaser and its counsel, substantially to
      the effect that:

                  (A) the Seller is a corporation duly organized, validly
            existing and in good standing under the laws of the State of
            Delaware;

                  (B) the Seller has the corporate power to conduct its business
            as now conducted and to incur and perform its obligations under this
            Agreement and the Indemnification Agreement;

                  (C) all necessary corporate or other action has been taken by
            the Seller to authorize the execution, delivery and performance of
            this Agreement and the Indemnification Agreement by the Seller and
            this Agreement is a legal, valid and binding agreement of the Seller
            enforceable against the Seller, whether such enforcement is sought
            in a procedure at law or in equity, except to the extent such
            enforcement may be limited by bankruptcy or other similar creditors'
            laws or principles of equity and public policy considerations
            underlying the securities laws, to the extent that such public
            policy considerations limit the enforceability of the provisions of
            the Agreement which purport to provide indemnification with respect
            to securities law violations;

                  (D) the Seller's execution and delivery of, and the Seller's
            performance of its obligations under, each of this Agreement and the
            Indemnification Agreement do not and will not conflict with the
            Seller's certificate of incorporation or by-laws or conflict with or
            result in the breach of any of the terms or provisions of, or
            constitute a default under, any indenture, mortgage, deed of trust,
            loan agreement or other material agreement or instrument to which
            the Seller is a party or by which the Seller is bound, or to which
            any of the property or assets of the Seller is subject or violate
            any provisions of law or conflict with or result in the breach of
            any order of any court or any governmental body binding on the
            Seller;

                  (E) there is no litigation, arbitration or mediation pending
            before any court, arbitrator, mediator or administrative body, or to
            such counsel's actual knowledge, threatened, against the Seller
            which (i) questions, directly or indirectly, the validity or
            enforceability of this Agreement or the Indemnification Agreement or
            (ii) would, if decided adversely to the Seller, either individually
            or in the aggregate, reasonably be expected to have a material
            adverse effect on the ability of the Seller to perform its
            obligations under this Agreement or the Indemnification Agreement;
            and

                  (F) no consent, approval, authorization, order, license,
            registration or qualification of or with the State of Delaware or
            federal court or governmental agency or body is required for the
            consummation by the Seller of the transactions contemplated by this
            Agreement and the Indemnification Agreement, except such consents,
            approvals, authorizations, orders, licenses, registrations or
            qualifications as have been obtained; and

                  (iv) a letter from counsel of the Seller 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.

            (c) The Offered Certificates shall have been concurrently issued and
sold pursuant to the terms of the Underwriting Agreement. The Private
Certificates shall have been concurrently issued and sold pursuant to the terms
of the Certificate Purchase Agreement.

            (d) The Seller shall have executed and delivered concurrently
herewith the Indemnification Agreement.

            (e) The Seller shall furnish the Purchaser with such other
certificates of its officers or others and such other documents and opinions to
evidence fulfillment of the conditions set forth in this Agreement as the
Purchaser and its counsel may reasonably request.

            SECTION 8. Closing. The closing for the purchase and sale of the
Mortgage Loans shall take place at the office of Cadwalader, Wickersham & Taft
LLP, New York, New York, at 10:00 a.m., on the Closing Date or such other place
and time as the parties shall agree. The parties hereto agree that time is of
the essence with respect to this Agreement.

            SECTION 9. Expenses. The Seller will pay its pro rata share (the
Seller's pro rata portion to be determined according to the percentage that the
aggregate principal balance as of the Cut-off Date of all the Mortgage Loans
represents in proportion to the aggregate principal balance as of the Cut-off
Date of all the mortgage loans to be included in the Trust Fund) of all costs
and expenses of the Purchaser in connection with the transactions contemplated
herein, including, but not limited to: (i) the costs and expenses of the
Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs
and expenses of reproducing and delivering the Pooling and Servicing Agreement
and this Agreement and printing (or otherwise reproducing,) and delivering the
Certificates; (iii) the reasonable and documented fees, costs and expenses of
the Trustee and its counsel incurred in connection with the Trustee entering
into the Pooling and Servicing Agreement; (iv) the fees and disbursements of a
firm of certified public accountants selected by the Purchaser and the Seller
with respect to numerical information in respect of the Mortgage Loans and the
Certificates included in the Prospectus, any Free Writing Prospectus (as defined
in the Indemnification Agreement), the Memoranda (as defined in the
Indemnification Agreement) and any related 8-K Information (as defined in the
Underwriting Agreement), or items similar to the 8-K Information, including the
cost of obtaining any "comfort letters" with respect to such items; (v) the
costs and expenses in connection with the qualification or exemption of the
Certificates under state securities or blue sky laws, including filing fees and
reasonable fees and disbursements of counsel in connection therewith; (vi) the
costs and expenses in connection with any determination of the eligibility of
the Certificates for investment by institutional investors in any jurisdiction
and the preparation of any legal investment survey, including reasonable fees
and disbursements of counsel in connection therewith; (vii) the costs and
expenses in connection with printing (or otherwise reproducing) and delivering
the Registration Statement, the Prospectus, the Memoranda and any Free Writing
Prospectus, and the reproduction and delivery of this Agreement and the
furnishing to the Underwriters of such copies of the Registration Statement, the
Prospectus, the Memoranda, any Free Writing Prospectus and this Agreement as the
Underwriters may reasonably request; (viii) the fees of the rating agency or
agencies requested to rate the Certificates and (ix) the reasonable fees and
expenses of Thacher Proffitt & Wood, LLP, counsel to the Underwriters and
Cadwalader, Wickersham & Taft LLP, counsel to the Depositor.

            SECTION 10. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement. Furthermore, the
parties shall in good faith endeavor to replace any provision held to be invalid
or unenforceable with a valid and enforceable provision which most closely
resembles, and which has the same economic effect as, the provision held to be
invalid or unenforceable.

            SECTION 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of New York without regard to conflicts of
law principles and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.

            SECTION 12. No Third-Party Beneficiaries. The parties do not intend
the benefits of this Agreement to inure to any third party except as expressly
set forth in Section 13.

            SECTION 13. Assignment. The Seller hereby acknowledges that the
Purchaser has, concurrently with the execution hereof, executed and delivered
the Pooling and Servicing Agreement and that, in connection therewith, it has
assigned its rights hereunder to the Trustee for the benefit of the
Certificateholders to the extent set forth in the Pooling and Servicing
Agreement. The Seller hereby acknowledges its obligations, including that of
expense reimbursement, pursuant to Sections 2.01, 2.02 and 2.03 of the Pooling
and Servicing Agreement. This Agreement shall bind and inure to the benefit of,
and be enforceable by, the Seller, the Purchaser and their permitted successors
and permitted assigns. The warranties and representations and the agreements
made by the Seller herein shall survive delivery of the Mortgage Loans to the
Trustee until the termination of the Pooling and Servicing Agreement.

            SECTION 14. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given upon
receipt by the intended recipient if personally delivered at or couriered, sent
by facsimile transmission or mailed by first class or registered mail, postage
prepaid, to (i) in the case of the Purchaser, J.P. Morgan Chase Commercial
Mortgage Securities Corp., 270 Park Avenue, New York, New York 10017, Attention:
Dennis Schuh, Vice President, telecopy number (212) 834-6593, (ii) in the case
of the Seller, CIBC Inc., 300 Madison Avenue, 8th Floor, New York, New York
10017, Attention: Real Estate Finance Group, telecopy number: (212) 667-5676 and
(iii) in the case of any of the preceding parties, such other address as may
hereafter be furnished to the other party in writing by such parties.

            SECTION 15. Amendment. This Agreement may be amended only by a
written instrument which specifically refers to this Agreement and is executed
by the Purchaser and the Seller; provided, however, that unless such amendment
is to cure an ambiguity, mistake or inconsistency in this Agreement, no
amendment shall be permitted unless each Rating Agency has delivered a written
confirmation that such amendment will not result in a downgrade, withdrawal or
qualification of the then current ratings of the Certificates and the cost of
obtaining any Rating Agency confirmation shall be borne by the party requesting
such amendment. This Agreement shall not be deemed to be amended orally or by
virtue of any continuing custom or practice. No amendment to the Pooling and
Servicing Agreement which relates to defined terms contained therein or any
obligations of the Seller whatsoever shall be effective against the Seller
unless the Seller shall have agreed to such amendment in writing.

            SECTION 16. Counterparts. This Agreement may be executed in any
number of counterparts, and by the parties hereto in separate counterparts, each
of which when executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same instrument.

            SECTION 17. Exercise of Rights. No failure or delay on the part of
any party to exercise any right, power or privilege under this Agreement and no
course of dealing between the Seller and the Purchaser shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege under this Agreement preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. Except as set forth in
Section 6 herein, the rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which any party would
otherwise have pursuant to law or equity. No notice to or demand on any party in
any case shall entitle such party to any other or further notice or demand in
similar or other circumstances, or constitute a waiver of the right of either
party to any other or further action in any circumstances without notice or
demand.

            SECTION 18. No Partnership. Nothing herein contained shall be deemed
or construed to create a partnership or joint venture between the parties
hereto. Nothing herein contained shall be deemed or construed as creating an
agency relationship between the Purchaser and the Seller and neither party shall
take any action which could reasonably lead a third party to assume that it has
the authority to bind the other party or make commitments on such party's
behalf.

            SECTION 19. Miscellaneous. This Agreement supersedes all prior
agreements and understandings relating to the subject matter hereof. Neither
this Agreement nor any term hereof may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against whom enforcement of the change, waiver, discharge or termination is
sought.

                                 * * * * * *

<PAGE>

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

                                       J.P. MORGAN CHASE COMMERCIAL MORTGAGE
                                          SECURITIES CORP.



                                       By: /s/ Charles Y. Lee
                                          ------------------------------------
                                          Name:  Charles Y. Lee
                                          Title: Vice President




                                       CIBC INC.



                                       By: /s/ Todd H. Roth
                                          ------------------------------------
                                          Name:  Todd H. Roth
                                          Title: Authorized Signatory

<PAGE>

                                    EXHIBIT A

                             MORTGAGE LOAN SCHEDULE

JPMCC 2006-CIBC14
Mortgage Loan Schedule (CIBC)


<TABLE>
<CAPTION>
Loan #     Mortgagor Name
--------   ----------------------------------------------------------------------------------------
<S>        <C>
      16   510 Fifth Avenue LLC
      18   San Antonio CP, Ltd.
      22   St. Louis Financial Associates, LLC
      25   River Place at Rahway, LLC
      28   MK Landlord (DE) Limited Partnership
   28.01   MK Landlord (DE) Limited Partnership
   28.02   MK Landlord (DE) Limited Partnership
   28.03   MK Landlord (DE) Limited Partnership
   28.04   MK Landlord (DE) Limited Partnership
   28.05   MK Landlord (DE) Limited Partnership
      29   Green Bay Plaza LLC
      30   Granite JFK LLC
      31   Sierra Crossroads, LLC
      32   C & F Second Avenue LLC
      35   401 Church Street LLC
      36   450 ICA Partners L.P.
      37   Courtside Condominiums, L.C., Pebble Creek Place, L.C. and Remington Condominiums, L.C.
   37.01   Courtside Condominiums, L.C., Pebble Creek Place, L.C. and Remington Condominiums, L.C.
   37.02   Courtside Condominiums, L.C., Pebble Creek Place, L.C. and Remington Condominiums, L.C.
   37.03   Courtside Condominiums, L.C., Pebble Creek Place, L.C. and Remington Condominiums, L.C.
      38   DTWR LLC
      45   Daniel Island Sun, LLC
      46   Coshocton Gilchrist LLC, Johnstown Condominiums, LLC, and Keny Boulevard Apartments, LLC
   46.01   Coshocton Gilchrist LLC, Johnstown Condominiums, LLC, and Keny Boulevard Apartments, LLC
   46.02   Coshocton Gilchrist LLC, Johnstown Condominiums, LLC, and Keny Boulevard Apartments, LLC
   46.03   Coshocton Gilchrist LLC, Johnstown Condominiums, LLC, and Keny Boulevard Apartments, LLC
      47   F & S Metro Corporate Center, LLC
      48   Goldsboro Crossing LLC
      49   2850 Appleton Associates, L.P.
      50   CalMac Suites, Ltd.
      51   Beach Metro-Oregon, LLC and Nebraska Partners-Oregon, LLC
      52   Atlas Ventures, LLC
      53   Dix McBride LLC
      54   Sokolski\Kulas Ownership Group, L.L.C.
      59   Green Trails Venture, LLC
      61   32 W. 39th Midtown Properties, LLC
      63   Grant One Associates, L.P.
      66   Allendale Shopping LLC
      69   Osceola Ridge II, LLC
      71   Pheasant Run Townhouse Apartments, LLC
      72   RPD Houston Building, LP
      73   The Tallahassee Plaza L.L.C.
      74   112 Mall Road LLC
      75   Canal Holdings, L.L.C.
      76   Gerard Avenue LLC
      77   17320-90 Main St. Hesperia, LLC
      78   GCD Partners, LLC
      79   Sherwood Marketplace, LLC
      81   Beechmont Realty Associates, LLC
      90   One Eleven Tampa, LLC
      93   Chartre Oaks, LLC
   93.01   Chartre Oaks, LLC
   93.02   Chartre Oaks, LLC
      94   205 Chubb Avenue L.L.C.
      96   Prompt Realty, LLC
      97   Shinn Hospitality, Ltd.
      98   Forest Hills of Tallahassee LC
      99   Summit Finance, LLC
     100   Abington Equity Partners, LLC
     103   Ridgeway Plaza LLC
     104   RJ Dooley Realty, Inc.
     106   Wainwright Building, LLC
     108   Yacoel Investments II, LLC
     112   Yacoel Investments III, LLC
     114   Chapel Terrace, LLC
     115   HEG Kokomo, L.L.C.
     119   Realmark-Fountains, L.L.C.
     121   914 Preston LP
     122   Blackburn Properties LLC
     126   Donato at Wall 1, LLC
     130   Washco Tristate Plaza II, LLC
     131   Avalon Plaza, LLC
     133   Bernstein-Glades, LLC
     134   City Line Associates Limited Partnership
     136   Seventy Square Associates Limited Partnership
     137   MHK Jacksonville LLC
     138   Big Sky Real Properties, L.L.C.
     139   Diho Houston, L.L.C.
     140   Bridge Commercial Partners Fund III, LLC
     141   Parc Val Partners
     142   CCSG, LLC
     143   Shannon Realty Partnership a Limited Partnership
     144   Shelby Crossing Apartments, LLC
     145   Basin Street Associates, Inc.
     146   Sycamore Springs, L.L.C.
     149   Johnston Square Associates, LLC
     150   Kragen Properties, LLC
     152   ZP No. 165, LLC
     153   Cedar Retail Investment LLC
     154   MBC Realty LLC
     155   New Candlelight Apartments, LLC
     156   Frazier Partners, LLC
     159   G&L Glastonbury, LLC
     160   R&D Majestic LLC
  160.01   R&D Majestic LLC
  160.02   R&D Majestic LLC
  160.03   R&D Majestic LLC
  160.04   R&D Majestic LLC
     161   BC MHP LP
     163   Campus Crossing, LLC
  163.01   Campus Crossing, LLC
  163.02   Campus Crossing, LLC
  163.03   Campus Crossing, LLC
  163.04   Campus Crossing, LLC
     164   Dover Silver Lakes LLC
     167   Empire Ellipse, LLC
     168   400 Executive Blvd LLC
     169   165 Chubb Avenue L.L.C.
     170   Hunt Club Apartments, LLC
     171   SC Northwest Crossing I Limited Partnership
     173   10 Neptune LLC
     175   The Inland Ave 0324, LP
     180   THMB 725 Southern LLC
     182   AP-Amsterdam 209th & Hull LLC
     186   AP-Amsterdam 754 Manida LLC
     187   JAB Realty LLC
     189   Yacoel Investments, LLC
     193   Benchmark West, LLC
     195   AP-Amsterdam 3035 Wallace LLC
     198   THMB 1935 Bergen LLC

<CAPTION>
Loan #   Property Address                                                City                State     Zip Code
------   -------------------------------------------------------------   -----------------   -------   --------
<S>      <C>                                                             <C>                 <C>       <C>
    16   510 Fifth Avenue                                                New York            NY           10036
    18   3233 NW Loop 410                                                San Antonio         TX           78213
    22   100 South 4th Street                                            St. Louis           MO           63102
    25   190-200 Lewis Street                                            Rahway              NJ           07065
    28   Various                                                         Various             Various   Various
 28.01   1340 Neubrecht Road                                             Lima                OH           45801
 28.02   5477 Evergreen Parkway                                          Sheffield Village   OH           44054
 28.03   8040 Center Point 70 Boulevard                                  Huber Heights       OH           45424
 28.04   5750 State Route 251                                            Peru                IL           61354
 28.05   1540 Cainsville Road                                            Lebanon             TN           37090
    29   1481-1535 West Mason Street and 713-831 South Military Avenue   Green Bay           WI           54304
    30   145-11 North Conduit Avenue                                     Jamaica             NY           11436
    31   11201 - 11285 Sierra Avenue                                     Fontana             CA           92337
    32   58 2nd Avenue                                                   Brooklyn            NY           11215
    35   401 Church Street                                               Nashville           TN           37219
    36   450 Winks Lane                                                  Bensalem            PA           19020
    37   Various                                                         Various             UT        Various
 37.01   517 South 1230 West and 540 South 1200 West                     Orem                UT           84058
 37.02   1219 South 580 West                                             Orem                UT           84057
 37.03   850 North Highway 89                                            North Salt Lake     UT           84054
    38   65 Cadillac Square                                              Detroit             MI           48226
    45   185 Fairchild Street                                            Daniel Island       SC           29492
    46   Various                                                         Various             OH        Various
 46.01   801 Randy Drive                                                 Mt. Vernon          OH           43050
 46.02   815 Cole Drive                                                  Johnstown           OH           43031
 46.03   1090 Claudia Drive                                              London              OH           43140
    47   1840 Gateway Drive                                              San Mateo           CA           94404
    48   1205 - 1301 North Berkeley Boulevard                            Goldsboro           NC           27534
    49   2850 Appleton Street                                            Camp Hill           PA           17011
    50   1800 South Second Street                                        McAllen             TX           78503
    51   12725 SW Millikan Way                                           Beaverton           OR           97005
    52   700 Greenlawn Drive                                             Columbia            SC           29209
    53   2229-2259 Dixs Avenue                                           Far Rockaway        NY           11691
    54   One Main Street                                                 Champaign           IL           61820
    59   2701-2799 Maple Avenue                                          Lisle               IL           60532
    61   32 West 39th Street                                             New York            NY           10018
    63   9475 Roosevelt Boulevard                                        Philadelphia        PA           19114
    66   5 Cheshire Road and 898 Crane Avenue                            Pittsfield          MA           01201
    69   1001 Ocala Road                                                 Tallahassee         FL           32304
    71   1101 Grebe Court                                                Martinsburg         WV           25401
    72   1001-1015 Texas Avenue                                          Houston             TX           77002
    73   982 West Brevard Street                                         Tallahassee         FL           32304
    74   112 Burlington Mall Road                                        Burlington          MA           01803
    75   155 Canal Street                                                New York            NY           10013
    76   586 River Avenue                                                Bronx               NY           10451
    77   17320-17398 Main Street                                         Hesperia            CA           92345
    78   901-997 Golf Course Drive                                       Rohnert Park        CA           94928
    79   16555 NW 12th Street                                            Sherwood            OR           97140
    81   8080, 8104 and 8170 Beechmont Avenue                            Cincinnati          OH           45255
    90   5610 West LaSalle Street                                        Tampa               FL           33607
    93   Various                                                         Tallahassee         FL           32304
 93.01   2001 Belle Vue Way                                              Tallahassee         FL           32304
 93.02   250 Ocala Road South                                            Tallahassee         FL           32304
    94   205 Chubb Avenue                                                Lyndhurst           NJ           07071
    96   101-01 Foster Avenue                                            Brooklyn            NY           11236
    97   2601 East President George Bush Turnpike                        Plano               TX           75074
    98   1817 West Call Street                                           Tallahassee         FL           32304
    99   8555 16th Street                                                Silver Springs      MD           20910
   100   4656 Edwardian Circle                                           Indianapolis        IN           46254
   103   158-180 Route 25A                                               East Setauket       NY           11733
   104   35 Main Street                                                  Poughkeepsie        NY           12601
   106   229 West Bute Street                                            Norfolk             VA           23510
   108   1850 and 1840 Main Court                                        Chula Vista         CA           91911
   112   1830 and 1860 Main Court                                        Chula Vista         CA           91911
   114   114 Chapel Drive and 1828 West Pensacola Street                 Tallahassee         FL           32304
   115   208 East Southway Boulevard                                     Kokomo              IN           46902
   119   6615 Fountains Boulevard                                        West Chester        OH           45069
   121   402 Main Street                                                 Houston             TX           77002
   122   2007 Beech Grove Place                                          Utica               NY           13501
   126   1800 Route 34                                                   Wall Township       NJ           07866
   130   1741 Dual Highway                                               Haggerstown         MD           21740
   131   8245 Dickerson Lane                                             Salisbury           MD           21801
   133   9181-9183 Glades Road                                           Boca Raton          FL           33434
   134   155A Mytilene Drive                                             Newport News        VA           23605
   136   701 Route 70 West                                               Marlton             NJ           08053
   137   5800 Ramona Boulevard                                           Jacksonville        FL           32205
   138   7585 East Redfield Road, 7580 & 7590 East Gray Road             Scottsdale          AZ           85260
   139   9250-9288 Bellaire Boulevard                                    Houston             TX           77036
   140   7960 Niwot Road                                                 Niwot               CO           80503
   141   7009 Weil Avenue                                                St. Louis           MO           63119
   142   2813 Spring Garden Street                                       Greensboro          NC           27403
   143   9000-9040 Royal Palm Boulevard                                  Coral Springs       FL           33065
   144   500 La Fontenay Court                                           Louisville          KY           40223
   145   201 Basin Street                                                Williamsport        PA           17701
   146   5001 - 5142 Sycamore Springs Drive                              House Springs       MO           63051
   149   1408 South Pollock Street                                       Selma               NC           27576
   150   2701-2739 and 2801-2837 Whitson Street                          Selma               CA           93662
   152   3500 Martin Luther King Boulevard                               New Bern            NC           28562
   153   580 South Main Street                                           Cedar City          UT           84720
   154   180-186 Gardner Street                                          Arlington           MA           02474
   155   1006 Harvard Drive SE                                           Warren              OH           44484
   156   330 Frazier Avenue                                              Chattanooga         TN           37405
   159   148 Eastern Boulevard                                           Glastonbury         CT           06033
   160   Various                                                         Bronx               NY        Various
160.01   2698 Creston Avenue                                             Bronx               NY           10468
160.02   276 East 199th Street                                           Bronx               NY           10458
160.03   2650 Briggs Avenue                                              Bronx               NY           10458
160.04   3477 Fort Independence Street                                   Bronx               NY           10463
   161   8336 Oak Ridge Highway                                          Knoxville           TN           37931
   163   Various                                                         Greensboro          NC           27403
163.01   1714 Brice Street                                               Greensboro          NC           27403
163.02   906 Howard Street                                               Greensboro          NC           27403
163.03   1722 Brice Street                                               Greensboro          NC           27403
163.04   920 Highland Avenue                                             Greensboro          NC           27403
   164   860 Silver Lake Boulevard                                       Dover               DE           19904
   167   4201 Church Road                                                Mt. Laurel          NJ           08054
   168   400 Executive Boulevard                                         Ossining            NY           10562
   169   165 Chubb Avenue                                                Lyndhurst           NJ           07071
   170   5421 Calder Way                                                 Indianapolis        IN           46226
   171   1250 Northwest Highway                                          Garland             TX           75041
   173   10 Neptune Boulevard                                            Neptune             NJ           07753
   175   11300 Inland Avenue                                             Mira Loma           CA           91752
   180   725 Southern Boulevard                                          Bronx               NY           10455
   182   308 East 209th Street and 3291 Hull Avenue                      Bronx               NY           10467
   186   754 Manida Street                                               Bronx               NY           10474
   187   980 Main Street                                                 Woburn              MA           01801
   189   1810 & 1820 Main Court                                          Chula Vista         CA           91911
   193   2202 West Pensacola Street                                      Tallahassee         FL           32304
   195   3035 Wallace Avenue                                             Bronx               NY           10467
   198   1935 Bergen Street                                              Brooklyn            NY           11233

<CAPTION>
Loan #   County              Property Name                          Size     Measure       Interest Rate (%)
------   -----------------   ------------------------------------   ------   -----------   -----------------
<S>      <C>                 <C>                                    <C>      <C>           <C>
    16   New York            510 Fifth Avenue                        61159   Square Feet             5.60000
    18   Bexar               San Antonio Marriott Northwest            296   Rooms                   5.87000
    22   Saint Louis City    Deloitte Building                      248651   Square Feet             5.72000
    25   Union               River Place at Rahway                     136   Units                   5.38000
    28   Various             MetoKote - US Portfolio                624010   Square Feet             5.70000
 28.01   Allen               MetoKote Lima Facility                 264010   Square Feet             5.70000
 28.02   Loraine             MetoKote E38 Village Facility          105000   Square Feet             5.70000
 28.03   Montgomery          MetoKote Huber Heights Facility         96000   Square Feet             5.70000
 28.04   LaSalle             MetoKote Peru Facility                  87000   Square Feet             5.70000
 28.05   Wilson              MetoKote Lebanon Facility               72000   Square Feet             5.70000
    29   Brown               Green Bay Plaza                        234801   Square Feet             5.39000
    30   Queens              Courtyard by Marriott - JFK Airport       166   Rooms                   6.00000
    31   San Bernardino      Sierra Crossroads                       81529   Square Feet             5.76000
    32   Kings               The Kentile Building                   393480   Square Feet             5.82000
    35   Davidson            L&C Tower                              276818   Square Feet             5.83000
    36   Bucks               450 Winks Lane                         491577   Square Feet             5.52000
    37   Various             Brinton Portfolio                         805   Various                 5.77000
 37.01   Utah                Courtside Place and Greenbriar Place      373   Beds                    5.77000
 37.02   Utah                Remington Place                           336   Beds                    5.77000
 37.03   Davis               Pebble Creek Apartments                    96   Units                   5.77000
    38   Wayne               Cadillac Tower                         347632   Square Feet             5.75000
    45   Berkeley            Suncom Center                           90334   Square Feet             5.88000
    46   Various             Ohio Multifamily Portfolio                284   Units                   5.55000
 46.01   Knox                Park Hill Apartments                      110   Units                   5.55000
 46.02   Licking             Leafy Dell Apartments                      94   Units                   5.55000
 46.03   Madison             Liberty Park Apartments                    80   Units                   5.55000
    47   San Mateo           Metro Corporate Center                  70590   Square Feet             6.06000
    48   Wayne               Berkeley Commons                       136827   Square Feet             5.35000
    49   Cumberland          The Appleton Building                  592406   Square Feet             5.22000
    50   Hidalgo             Embassy Suites Hotel                      252   Rooms                   6.23000
    51   Washington          The Round at Beaverton - Phase I       100222   Square Feet             5.64000
    52   Richland            Wellington Farms Apartments               236   Units                   5.82000
    53   Queens              Dix McBride Apartments                    130   Units                   6.07000
    54   Champaign           One Main Street                         68999   Square Feet             6.01000
    59   DuPage              Green Trails Shopping Center            90040   Square Feet             5.64000
    61   New York            32 West 39th Street                     89700   Square Feet             5.75000
    63   Philadelphia        Grant at One                            77602   Square Feet             5.12000
    66   Berkshire           Allendale Shopping Center              199641   Square Feet             5.71000
    69   Leon                Osceola Ridge II                          276   Beds                    5.66000
    71   Berkeley            Pheasant Run                              132   Units                   5.73000
    72   Harris              Binz Law Center                        118370   Square Feet             5.87000
    73   Leon                Plaza Apartments                          359   Beds                    5.62000
    74   Middlesex           Vinebrook Plaza                         31725   Square Feet             5.63000
    75   New York            155 Canal Street                        23914   Square Feet             5.50000
    76   Bronx               586 River Avenue/Gerard                   832   Units                   5.73000
    77   San Bernardino      Hesperia Square                        106778   Square Feet             5.41000
    78   Sonoma              Mountain Shadows Plaza                  73051   Square Feet             5.47000
    79   Washington          Sherwood Marketplace                    79622   Square Feet             5.80000
    81   Hamilton            Beechmont Retail                        77873   Square Feet             5.55000
    90   Hillsborough        Labcorp Building                        94686   Square Feet             5.60000
    93   Leon                Chartre Portfolio                         160   Units                   5.62000
 93.01   Leon                Chartre Oaks                              140   Units                   5.62000
 93.02   Leon                Chartre Ridge                              20   Units                   5.62000
    94   Bergen              205 Chubb Avenue                       151705   Square Feet             5.59000
    96   Kings               101-01 Foster Avenue                   314375   Square Feet             5.95000
    97   Collin              Homewood Suites                           108   Rooms                   5.82000
    98   Leon                Forest Hills                              217   Beds                    5.62000
    99   Montgomery          The Summit Building                     80884   Square Feet             5.67000
   100   Marion              Abington Apartments                       328   Units                   5.49000
   103   Suffolk             Ridgeway Plaza                          56712   Square Feet             5.40000
   104   Dutchess            Dooley Square                           50001   Square Feet             5.96000
   106   Norfolk             Wainwright Building                     82318   Square Feet             5.60000
   108   San Diego           Staples and PetSmart                    37260   Square Feet             5.55000
   112   San Diego           Babies and Pier One                     48120   Square Feet             5.48000
   114   Leon                Chapel Terrace                            184   Beds                    6.08000
   115   Howard              Marsh Supermarkets                      55264   Square Feet             5.48000
   119   Butler              Fountains Apartments                      215   Units                   5.61000
   121   Harris              402 Main Street                         43480   Square Feet             5.68000
   122   Oneida              2007 Beech Grove Place                 346245   Square Feet             5.73000
   126   Monmouth            Donato Corporate Park #1                41101   Square Feet             5.64000
   130   Washington          Tristate Plaza                          82664   Square Feet             5.70000
   131   Wicomico            Avalon Plaza                            33700   Square Feet             5.59000
   133   Palm Beach          9181-9183 Glades Road                   34848   Square Feet             5.49000
   134   Newport News City   City Line Apartments                      200   Units                   5.91000
   136   Burlington          Marlton Square Shopping Center          39879   Square Feet             5.86000
   137   Duval               Westside Plaza                         175029   Square Feet             6.04000
   138   Maricopa            Thunderbird Executive Office Park       48566   Square Feet             5.75000
   139   Harris              Diho Plaza Shopping Center              39100   Square Feet             5.65000
   140   Boulder             Cottonwood Square                       41258   Square Feet             5.53000
   141   St. Louis           Park Val Apartments                       189   Units                   5.55000
   142   Guilford            Campus Crossing at Spring Garden          181   Beds                    5.71000
   143   Broward             Royal Palm Towers                         120   Units                   5.67000
   144   Jefferson           Shelby Crossing Apartment                  90   Units                   5.52000
   145   Lycoming            Basin Street Shopping                   71614   Square Feet             5.59000
   146   Jefferson           Sycamore Springs MHC                      189   Pads                    5.58000
   149   Johnston            Johnston Square Shopping Center        109231   Square Feet             5.74000
   150   Fresno              Selma Plaza Shopping Center             42045   Square Feet             5.63000
   152   Craven              Eckerds - New Bern                      13813   Square Feet             5.95000
   153   Iron                Renaissance Square                      74859   Square Feet             5.98000
   154   Middlesex           180-186 Gardner Street                     74   Units                   5.72000
   155   Trumble             Candlelight Apartments                    156   Units                   5.53000
   156   Hamilton            Frazier Place                              30   Units                   5.93000
   159   Hartford            148 Eastern Boulevard                   45904   Square Feet             5.65000
   160   Bronx               Majestic Portfolio                         35   Units                   5.19000
160.01   Bronx               2698 Creston Avenue                         9   Units                   5.19000
160.02   Bronx               276 East 199th Street                      11   Units                   5.19000
160.03   Bronx               2650 Briggs Avenue                          6   Units                   5.19000
160.04   Bronx               3477 Fort Independence Street               9   Units                   5.19000
   161   Knox                Beaver Creek MHC                          247   Pads                    5.93000
   163   Guilford            Campus Crossing Portfolio                 180   Beds                    5.61000
163.01   Guilford            Campus Crossing at Brice                   96   Beds                    5.61000
163.02   Guilford            Campus Crossing on Howard                  36   Beds                    5.61000
163.03   Guilford            Campus Crossing I                          24   Beds                    5.61000
163.04   Guilford            Campus Crossing II                         24   Beds                    5.61000
   164   Kent                McArdle Building                       27,697   Square Feet             5.71000
   167   Burlington          Ellipse Shopping Center                 32676   Square Feet             5.73000
   168   West Chester        400 Executive Boulevard                 25865   Square Feet             5.46000
   169   Bergen              165 Chubb Avenue                       120750   Square Feet             5.54000
   170   Marion              Hunt Club Apartments                      200   Units                   5.49000
   171   Dallas              Northwest Crossing Shopping Center      33366   Square Feet             5.80000
   173   Monmouth            10 Neptune Boulevard                    25163   Square Feet             5.76000
   175   Riverside           Valley Power Industrial                 50688   Square Feet             5.65000
   180   Bronx               725 Southern Boulevard                     58   Units                   5.10000
   182   Bronx               308 East 209th Street                      52   Units                   5.28000
   186   Bronx               754 Manida Street                          37   Units                   5.19000
   187   Middlesex           980 Main Street                            48   Units                   5.72000
   189   San Diego           Panda and Souplantation                 10400   Square Feet             5.58000
   193   Leon                Benchmark                                  70   Beds                    5.62000
   195   Bronx               3035 Wallace Avenue                        26   Units                   5.24000
   198   Kings               1935 Bergen Street                         16   Units                   5.19000

<CAPTION>
Loan #   Net Mortgage Interest Rate   Original Balance   Cutoff Balance   Term   Rem. Term   Maturity/ARD Date   Amort. Term
------   --------------------------   ----------------   --------------   ----   ---------   -----------------   -----------
<S>      <C>                          <C>                <C>              <C>    <C>         <C>                 <C>
    16                      5.57930         33,000,000       33,000,000    120         118   01/01/16                    360
    18                      5.84930         28,000,000       27,913,936    120         117   12/01/15                    360
    22                      5.69930         22,500,000       22,500,000     84          81   12/01/12                    360
    25                      5.35930         21,250,000       21,250,000    120         116   11/01/15                    360
    28                      5.67930         20,000,000       20,000,000    240         231   06/01/25                    228
 28.01                                       7,110,000        7,110,000    240         231   06/01/25                    228
 28.02                                       4,000,000        4,000,000    240         231   06/01/25                    228
 28.03                                       3,410,000        3,410,000    240         231   06/01/25                    228
 28.04                                       2,810,000        2,810,000    240         231   06/01/25                    228
 28.05                                       2,670,000        2,670,000    240         231   06/01/25                    228
    29                      5.36930         20,000,000       20,000,000    120         117   12/01/15                    360
    30                      5.97930         20,000,000       19,938,827    120         118   01/01/16                    300
    31                      5.68930         19,000,000       19,000,000     84          84   03/01/13                    360
    32                      5.79930         18,840,000       18,840,000    120         120   03/01/16                    360
    35                      5.80930         17,748,889       17,659,721    121         116   11/01/15                    360
    36                      5.49930         17,600,000       17,600,000    120         119   02/01/16                    360
    37                      5.74930         17,600,000       17,560,498    120         118   01/01/16                    360
 37.01                                       7,350,000        7,333,503    120         118   01/01/16                    360
 37.02                                       5,250,000        5,238,217    120         118   01/01/16                    360
 37.03                                       5,000,000        4,988,778    120         118   01/01/16                    360
    38                      5.72930         17,500,000       17,376,017    120         113   08/01/15                    360
    45                      5.76930         15,500,000       15,465,832    120         118   01/01/16                    360
    46                      5.52930         15,432,000       15,432,000     60          59   02/01/11                    360
 46.01                                       6,212,000        6,212,000     60          59   02/01/11                    360
 46.02                                       4,980,000        4,980,000     60          59   02/01/11                    360
 46.03                                       4,240,000        4,240,000     60          59   02/01/11                    360
    47                      5.98930         15,500,000       15,428,750    120         117   12/07/15                    360
    48                      5.32930         15,200,000       15,148,471    120         117   12/01/15                    360
    49                      5.19930         15,000,000       15,000,000    120         116   11/01/15                    360
    50                      6.11930         14,750,000       14,688,103    120         117   12/01/15                    300
    51                      5.61930         14,500,000       14,500,000    120         119   02/01/16                    360
    52                      5.79930         14,430,000       14,430,000    120         120   03/01/16                    360
    53                      6.04930         14,250,000       14,231,198    120         119   02/01/16                    360
    54                      5.98930         14,100,000       14,081,282    120         119   02/01/16                    360
    59                      5.61930         12,800,000       12,800,000    120         119   02/01/16                    360
    61                      5.67930         12,250,000       12,250,000    120         120   03/01/16                    360
    63                      5.09930         12,000,000       12,000,000    120         116   11/01/15                    360
    66                      5.63930         11,775,000       11,775,000    120         120   03/01/16                    360
    69                      5.63930         11,280,000       11,231,772    120         116   11/01/15                    360
    71                      5.65930         10,950,000       10,950,000    120         120   03/01/16                    360
    72                      5.84930         10,700,000       10,680,759    120         119   02/01/16                    300
    73                      5.59930         10,670,000       10,635,614    120         117   12/01/15                    360
    74                      5.60930         10,300,000       10,276,346    120         118   01/01/16                    360
    75                      5.42930         10,000,000       10,000,000    120         120   03/01/16                    360
    76                      5.70930         10,000,000        9,939,438    120         116   11/01/15                    300
    77                      5.38930          9,500,000        9,500,000    120         120   03/01/16                    300
    78                      5.44930          9,500,000        9,500,000    120         119   02/01/16                    360
    79                      5.77930          9,500,000        9,500,000    120         120   03/01/16                    360
    81                      5.52930          9,200,000        9,200,000    120         118   01/01/16                    360
    90                      5.57930          8,200,000        8,181,076    120         118   01/01/16                    360
    93                      5.59930          8,035,000        8,009,106    120         117   12/01/15                    360
 93.01                                       6,650,000        6,628,569    120         117   12/01/15                    360
 93.02                                       1,385,000        1,380,537    120         117   12/01/15                    360
    94                      5.56930          8,000,000        8,000,000    120         118   01/01/16                      0
    96                      5.92930          8,000,000        7,975,364    120         118   01/01/16                    300
    97                      5.79930          8,000,000        7,974,924    120         118   01/01/16                    300
    98                      5.59930          7,910,000        7,884,509    120         117   12/01/15                    360
    99                      5.64930          7,600,000        7,582,661    120         118   01/01/16                    360
   100                      5.46930          7,270,000        7,270,000    120         117   12/01/15                    360
   103                      5.37930          7,100,000        7,083,069    120         118   01/01/16                    360
   104                      5.93930          7,000,000        7,000,000    120         117   12/01/15                    360
   106                      5.57930          7,000,000        6,983,845    120         118   01/01/16                    360
   108                      5.52930          6,980,000        6,980,000    120         118   01/01/16                    360
   112                      5.45930          6,400,000        6,400,000    120         117   12/01/15                    360
   114                      6.05930          6,270,000        6,256,623    120         118   01/01/16                    360
   115                      5.45930          6,280,000        6,252,227    120         116   11/01/15                    360
   119                      5.53930          5,900,000        5,900,000    120         120   03/01/16                    360
   121                      5.65930          5,700,000        5,700,000    120         120   03/01/16                    360
   122                      5.61930          5,700,000        5,681,913    120         118   01/01/16                    300
   126                      5.61930          5,500,000        5,500,000    120         119   02/01/16                    360
   130                      5.67930          5,250,000        5,238,081    120         118   01/01/16                    360
   131                      5.56930          5,200,000        5,187,980    120         118   01/01/16                    360
   133                      5.46930          5,150,000        5,127,267    120         116   11/01/15                    360
   134                      5.88930          5,143,000        5,117,575    180         175   10/01/20                    360
   136                      5.83930          5,000,000        5,000,000    120         120   03/01/16                    360
   137                      6.01930          5,000,000        5,000,000    120         120   03/01/16                    360
   138                      5.67930          5,000,000        4,984,278    120         117   12/01/15                    360
   139                      5.62930          4,900,000        4,879,010    120         116   11/01/15                    360
   140                      5.50930          4,800,000        4,800,000    120         117   12/01/15                    360
   141                      5.52930          4,800,000        4,800,000    120         116   11/01/15                    360
   142                      5.68930          4,745,000        4,745,000    120         117   12/01/15                    360
   143                      5.64930          4,500,000        4,489,733    120         118   01/01/16                    360
   144                      5.49930          4,500,000        4,489,478    120         118   01/01/16                    360
   145                      5.56930          4,400,000        4,385,740    120         117   12/01/15                    360
   146                      5.55930          4,350,000        4,339,928     84          82   01/01/13                    360
   149                      5.66930          4,150,000        4,150,000    120         120   03/01/16                    300
   150                      5.60930          4,150,000        4,140,470    120         118   01/01/16                    360
   152                      5.87930          4,068,000        4,068,000    120         120   03/01/16                    360
   153                      5.95930          4,100,000        4,076,096    120         116   11/01/15                    300
   154                      5.69930          4,100,000        4,072,366    120         117   12/01/15                    240
   155                      5.50930          4,000,000        3,994,418    120         119   02/01/16                    360
   156                      5.90930          4,000,000        3,987,845     60          57   12/01/10                    360
   159                      5.62930          3,750,000        3,750,000    120         117   12/01/15                    360
   160                      5.16930          3,705,000        3,705,000    120         117   12/01/15                      0
160.01                                       1,042,000        1,042,000    120         117   12/01/15                      0
160.02                                         940,000          940,000    120         117   12/01/15                      0
160.03                                         880,000          880,000    120         117   12/01/15                      0
160.04                                         843,000          843,000    120         117   12/01/15                      0
   161                      5.85930          3,680,000        3,680,000     60          60   03/01/11                    360
   163                      5.58930          3,600,000        3,600,000    120         117   12/01/15                    360
163.01                                       1,729,560        1,729,560    120         117   12/01/15                    360
163.02                                         706,320          706,320    120         117   12/01/15                    360
163.03                                         614,760          614,760    120         117   12/01/15                    360
163.04                                         549,360          549,360    120         117   12/01/15                    360
   164                      5.63930          3,600,000        3,600,000    120         120   03/01/16                    360
   167                      5.70930          3,500,000        3,500,000    120         120   03/01/16                    360
   168                      5.43930          3,480,000        3,480,000    120         119   02/01/16                    360
   169                      5.51930          3,400,000        3,400,000    113         111   06/01/15                      0
   170                      5.46930          3,360,000        3,360,000    120         117   12/01/15                    360
   171                      5.77930          3,360,000        3,349,534    120         117   12/01/15                    360
   173                      5.73930          3,230,000        3,230,000    120         120   03/01/16                    360
   175                      5.62930          3,172,000        3,172,000    120         120   03/01/16                    360
   180                      5.07930          2,840,000        2,840,000    120         118   01/01/16                      0
   182                      5.25930          2,800,000        2,800,000    120         117   12/01/15                      0
   186                      5.16930          2,500,000        2,500,000    120         117   12/01/15                      0
   187                      5.69930          2,400,000        2,383,824    120         117   12/01/15                    240
   189                      5.55930          2,220,000        2,220,000    120         118   01/01/16                    360
   193                      5.59930          2,065,000        2,058,345    120         117   12/01/15                    360
   195                      5.21930          1,640,000        1,640,000    120         119   02/01/16                    360
   198                      5.16930            870,000          870,000    120         118   01/01/16                      0

<CAPTION>
Loan #   Rem. Amort.   Monthly Debt Service   Servicing Fee Rate   Accrual Type   ARD (Y/N)   ARD Step Up (%)
------   -----------   --------------------   ------------------   ------------   ---------   ---------------
<S>      <C>           <C>                    <C>                  <C>            <C>         <C>
    16           360                189,446              0.02000   Actual/360     No
    18           357                165,541              0.02000   Actual/360     No
    22           360                130,875              0.02000   Actual/360     No
    25           360                119,060              0.02000   Actual/360     No
    28           228                143,819              0.02000   Actual/360     No
 28.01           228                 51,128                        Actual/360     No
 28.02           228                 28,764                        Actual/360     No
 28.03           228                 24,521                        Actual/360     No
 28.04           228                 20,207                        Actual/360     No
 28.05           228                 19,200                        Actual/360     No
    29           360                112,181              0.02000   Actual/360     No
    30           298                128,860              0.02000   Actual/360     No
    31           360                111,000              0.07000   Actual/360     No
    32           360                110,784              0.02000   Actual/360     No
    35           355                104,481              0.02000   Actual/360     No
    36           360                100,152              0.02000   Actual/360     No
    37           358                102,933              0.02000   Actual/360     No
 37.01           358                 42,986                        Actual/360     No
 37.02           358                 30,704                        Actual/360     No
 37.03           358                 29,242                        Actual/360     No
    38           353                102,125              0.02000   Actual/360     No
    45           358                 91,738              0.11000   Actual/360     No
    46           360                 88,106              0.02000   Actual/360     No
 46.01           360                 35,466                        Actual/360     No
 46.02           360                 28,432                        Actual/360     No
 46.03           360                 24,207                        Actual/360     No
    47           357                104,262              0.07000   Actual/360     No
    48           357                 84,879              0.02000   Actual/360     No
    49           360                 82,552              0.02000   Actual/360     No
    50           297                 97,119              0.11000   Actual/360     No
    51           360                 83,608              0.02000   Actual/360     No
    52           360                 84,852              0.02000   Actual/360     No
    53           359                 86,078              0.02000   Actual/360     No
    54           359                 84,627              0.02000   Actual/360     No
    59           360                 73,805              0.02000   Actual/360     No
    61           360                 71,488              0.07000   Actual/360     No
    63           360                 65,302              0.02000   Actual/360     No
    66           360                 68,417              0.07000   Actual/360     No
    69           356                 65,184              0.02000   Actual/360     No
    71           360                 63,762              0.07000   Actual/360     No
    72           299                 68,092              0.02000   Actual/360     No
    73           357                 61,389              0.02000   Actual/360     No
    74           358                 59,325              0.02000   Actual/360     No
    75           360                 56,779              0.07000   Actual/360     No
    76           296                 62,790              0.02000   Actual/360     No
    77           300                 57,829              0.02000   Actual/360     No
    78           360                 53,761              0.02000   Actual/360     No
    79           360                 55,742              0.02000   Actual/360     No
    81           360                 52,526              0.02000   Actual/360     No
    90           358                 47,074              0.02000   Actual/360     No
    93           357                 46,229              0.02000   Actual/360     No
 93.01           357                 38,260                        Actual/360     No
 93.02           357                  7,968                        Actual/360     No
    94             0                 37,784              0.02000   Actual/360     No
    96           298                 51,300              0.02000   Actual/360     No
    97           298                 50,667              0.02000   Actual/360     No
    98           357                 45,509              0.02000   Actual/360     No
    99           358                 43,966              0.02000   Actual/360     No
   100           360                 41,233              0.02000   Actual/360     No
   103           358                 39,869              0.02000   Actual/360     No
   104           360                 41,789              0.02000   Actual/360     No
   106           358                 40,186              0.02000   Actual/360     No
   108           360                 39,851              0.02000   Actual/360     No
   112           360                 36,258              0.02000   Actual/360     No
   114           358                 37,915              0.02000   Actual/360     No
   115           356                 35,578              0.02000   Actual/360     No
   119           360                 33,908              0.07000   Actual/360     No
   121           360                 33,011              0.02000   Actual/360     No
   122           298                 35,790              0.11000   Actual/360     No
   126           360                 31,713              0.02000   Actual/360     No
   130           358                 30,471              0.02000   Actual/360     No
   131           358                 29,819              0.02000   Actual/360     No
   133           356                 29,209              0.02000   Actual/360     No
   134           355                 30,538              0.02000   Actual/360     No
   136           360                 29,529              0.02000   Actual/360     No
   137           360                 30,106              0.02000   Actual/360     No
   138           357                 29,179              0.07000   Actual/360     No
   139           356                 28,285              0.02000   Actual/360     No
   140           360                 27,344              0.02000   Actual/360     No
   141           360                 27,405              0.02000   Actual/360     No
   142           360                 27,570              0.02000   Actual/360     No
   143           358                 26,033              0.02000   Actual/360     No
   144           358                 25,607              0.02000   Actual/360     No
   145           357                 25,232              0.02000   Actual/360     No
   146           358                 24,918              0.02000   Actual/360     No
   149           300                 26,083              0.07000   Actual/360     No
   150           358                 23,903              0.02000   Actual/360     No
   152           360                 24,259              0.07000   Actual/360     No
   153           296                 26,366              0.02000   Actual/360     No
   154           237                 28,715              0.02000   Actual/360     No
   155           359                 22,787              0.02000   Actual/360     No
   156           357                 23,802              0.02000   Actual/360     No
   159           360                 21,646              0.02000   Actual/360     No
   160             0                 16,247              0.02000   Actual/360     No
160.01             0                  4,569                        Actual/360     No
160.02             0                  4,122                        Actual/360     No
160.03             0                  3,859                        Actual/360     No
160.04             0                  3,697                        Actual/360     No
   161           360                 21,898              0.07000   Actual/360     No
   163           360                 20,690              0.02000   Actual/360     No
163.01           360                  9,940                        Actual/360     No
163.02           360                  4,059                        Actual/360     No
163.03           360                  3,533                        Actual/360     No
163.04           360                  3,157                        Actual/360     No
   164           360                 20,917              0.07000   Actual/360     No
   167           360                 20,381              0.02000   Actual/360     No
   168           360                 19,672              0.02000   Actual/360     No
   169             0                 15,915              0.02000   Actual/360     No
   170           360                 19,057              0.02000   Actual/360     No
   171           357                 19,715              0.02000   Actual/360     No
   173           360                 18,870              0.02000   Actual/360     No
   175           360                 18,310              0.02000   Actual/360     No
   180             0                 12,238              0.02000   Actual/360     No
   182             0                 12,491              0.02000   Actual/360     No
   186             0                 10,963              0.02000   Actual/360     No
   187           237                 16,809              0.02000   Actual/360     No
   189           360                 12,717              0.02000   Actual/360     No
   193           357                 11,881              0.02000   Actual/360     No
   195           360                  9,046              0.02000   Actual/360     No
   198             0                  3,815              0.02000   Actual/360     No

<CAPTION>
Loan #   Title Type          Crossed Loan   Originator/Loan Seller
------   -----------------   ------------   ----------------------
<S>      <C>                 <C>            <C>
    16   Fee                                CIBC
    18   Fee                                CIBC
    22   Fee                                CIBC
    25   Leasehold                          CIBC
    28   Fee                                CIBC
 28.01   Fee                                CIBC
 28.02   Fee                                CIBC
 28.03   Fee                                CIBC
 28.04   Fee                                CIBC
 28.05   Fee                                CIBC
    29   Fee                                CIBC
    30   Fee                                CIBC
    31   Fee                                CIBC
    32   Fee                                CIBC
    35   Fee                                CIBC
    36   Fee                                CIBC
    37   Fee                                CIBC
 37.01   Fee                                CIBC
 37.02   Fee                                CIBC
 37.03   Fee                                CIBC
    38   Fee                                CIBC
    45   Fee                                CIBC
    46   Fee                                CIBC
 46.01   Fee                                CIBC
 46.02   Fee                                CIBC
 46.03   Fee                                CIBC
    47   Fee                                CIBC
    48   Fee                                CIBC
    49   Fee                                CIBC
    50   Fee                                CIBC
    51   Fee                                CIBC
    52   Fee                                CIBC
    53   Fee                                CIBC
    54   Fee                                CIBC
    59   Fee                                CIBC
    61   Fee                                CIBC
    63   Fee                                CIBC
    66   Fee                                CIBC
    69   Fee                                CIBC
    71   Fee                                CIBC
    72   Fee and Leasehold                  CIBC
    73   Fee                                CIBC
    74   Fee                                CIBC
    75   Fee                                CIBC
    76   Fee                                CIBC
    77   Fee                                CIBC
    78   Fee                                CIBC
    79   Fee                                CIBC
    81   Leasehold                          CIBC
    90   Fee                                CIBC
    93   Fee                                CIBC
 93.01   Fee                                CIBC
 93.02   Fee                                CIBC
    94   Fee                                CIBC
    96   Leasehold                          CIBC
    97   Fee                                CIBC
    98   Fee                                CIBC
    99   Fee                                CIBC
   100   Fee                                CIBC
   103   Leasehold                          CIBC
   104   Fee                                CIBC
   106   Fee                                CIBC
   108   Fee                                CIBC
   112   Fee                                CIBC
   114   Fee                                CIBC
   115   Fee                                CIBC
   119   Fee                                CIBC
   121   Fee                                CIBC
   122   Fee                                CIBC
   126   Fee                                CIBC
   130   Fee                                CIBC
   131   Fee                                CIBC
   133   Fee                                CIBC
   134   Fee                                CIBC
   136   Fee                                CIBC
   137   Fee and Leasehold                  CIBC
   138   Fee                                CIBC
   139   Fee                                CIBC
   140   Fee                                CIBC
   141   Fee                                CIBC
   142   Fee                                CIBC
   143   Fee                                CIBC
   144   Fee                                CIBC
   145   Fee                                CIBC
   146   Fee                                CIBC
   149   Fee                                CIBC
   150   Fee                                CIBC
   152   Fee                                CIBC
   153   Fee                                CIBC
   154   Fee                                CIBC
   155   Fee                                CIBC
   156   Fee                                CIBC
   159   Fee                                CIBC
   160   Fee                                CIBC
160.01   Fee                                CIBC
160.02   Fee                                CIBC
160.03   Fee                                CIBC
160.04   Fee                                CIBC
   161   Fee                                CIBC
   163   Fee                                CIBC
163.01   Fee                                CIBC
163.02   Fee                                CIBC
163.03   Fee                                CIBC
163.04   Fee                                CIBC
   164   Fee                                CIBC
   167   Fee                                CIBC
   168   Fee                                CIBC
   169   Fee                                CIBC
   170   Fee                                CIBC
   171   Fee                                CIBC
   173   Fee                                CIBC
   175   Fee                                CIBC
   180   Fee                                CIBC
   182   Fee                                CIBC
   186   Fee                                CIBC
   187   Fee                                CIBC
   189   Fee                                CIBC
   193   Fee                                CIBC
   195   Fee                                CIBC
   198   Fee                                CIBC

<CAPTION>
Loan #   Guarantor                                                                  Letter of Credit
------   ------------------------------------------------------------------------   ----------------
<S>      <C>                                                                        <C>
    16   Elie Tahari                                                                No
    18   Columbia Sussex Corporation                                                No
    22   HGGP Capital II, LLC                                                       No
    25   Clayton A. Bonny                                                           No
    28   Corporate Property Associates 16-Global Incorporated                       No
 28.01   Corporate Property Associates 16-Global Incorporated                       No
 28.02   Corporate Property Associates 16-Global Incorporated                       No
 28.03   Corporate Property Associates 16-Global Incorporated                       No
 28.04   Corporate Property Associates 16-Global Incorporated                       No
 28.05   Corporate Property Associates 16-Global Incorporated                       No
    29   Karen S. Marshak, Sidney Oko                                               No
    30   G. Holdings Corporation                                                    No
    31   Empire Commercial Real Estate, L.P.                                        No
    32   Elyahu Cohen                                                               No
    35   Armand Lasky                                                               No
    36   Abraham Fruchthandler, Rubin Schron                                        No
    37   Gary R. Brinton                                                            No
 37.01   Gary R. Brinton                                                            No
 37.02   Gary R. Brinton                                                            No
 37.03   Gary R. Brinton                                                            No
    38   Northern Group Inc.                                                             3,000,000.0
    45   Edwin Llwyd Ecclestone, Jr.                                                     1,500,000.0
    46   Pincus Rand                                                                No
 46.01   Pincus Rand                                                                No
 46.02   Pincus Rand                                                                No
 46.03   Pincus Rand                                                                No
    47   Foster Enterprises, Syme Family Partners, L.P.                             No
    48   Connell L. Radcliff, Jeff L. Bryd, Randall P. Bosse                             1,000,000.0
    49   Richard S. Powell, Jeffrey C. Camp, Steven D. Brand, Patrick R. Walborn,   No
    50   Stephen B. Oveson                                                          No
    51   Scott C. Looney, Peter T. Chapman                                          No
    52   Thomas A. Saieed, Jr., Lonnie C. Poole, III                                No
    53   Nir Shalit, Moshe Apelbaum                                                 No
    54   Jon Sokolski, Michael Kulas                                                No
    59   Philip S. Marrone                                                                 200,000.0
    61   Aron Rosenberg                                                             No
    63   Richard S. Powell, Jeffrey C. Camp, Steven D. Brand, Patrick R. Walborn    No
    66   Philip Pilevsky, Meir Levy                                                 No
    69   Hurley H. Booth, Jr.                                                       No
    71   Sassan Emral Shaool                                                        No
    72   Scott Dew, Richard Pachulski, Isaac Pachulski, Nathan Rubin                     1,200,000.0
    73   Hurley H. Booth, Jr.                                                       No
    74   Gary F. Snerson, David H. Carls                                            No
    75   Alexander F. Chu, Irene Chu                                                No
    76   Scott Diamond, John Delmonaco                                              No
    77   Allen Alevy                                                                No
    78   Stephen B. Jaeger, Preston Cook                                            No
    79   Eastern Western Corporation                                                No
    81   Andrew J. Cohen                                                            No
    90   Bruce Slovin                                                               No
    93   Hurley H. Booth, Jr.                                                       No
 93.01   Hurley H. Booth, Jr.                                                       No
 93.02   Hurley H. Booth, Jr.                                                       No
    94   The Hampshire Generational Fund LLC                                        No
    96   Herman Friedman                                                            No
    97   Gresham J. Shinn                                                           No
    98   Hurley H. Booth, Jr.                                                       No
    99   William F. Peel, Jr., Barbara K. Peel                                      No
   100   Eli Stefansky                                                              No
   103   Charles Lefkowitz, Michael Lefkowitz, Todd Mendik                          No
   104   Robert J. Dooley, Cornelius R. Verhoest                                    No
   106   Eric Menden, George P. Hranowskyj                                          No
   108   Claude L. Yacoel, Michelle Yacoel                                          No
   112   Claude L. Yacoel, Michelle Yacoel                                          No
   114   Hurley H. Booth, Jr.                                                       No
   115   Michael A. Klump                                                           No
   119   Joseph M. Jayson                                                           No
   121   Angus S. Hughes                                                            No
   122   Randolph B. Soggs                                                          No
   126   John Donato, Jr., Corbett Donato                                           No
   130   Sassan Emral Shaool                                                        No
   131   Theo A. Margas                                                             No
   133   Craig Bernstein                                                            No
   134   LAC Properties Operating Partnership, L.P.                                 No
   136   Jerrold Rubinstein, Jeffrey Govberg                                        No
   137   Michael M. Ades                                                            No
   138   Andrew L. Liddell                                                          No
   139   Chan-Hwa Yao, Esther Yao                                                   No
   140   Harris Saberman, Andrew Freeman, Gary Myre                                 No
   141   O. Bruce Mills                                                             No
   142   H. Frank Auman, III, Seth Coker, Royce Hawley, Christopher Staley          No
   143   Elizabeth Wagner, K. Peter Wagner, Yvonne R. Wagner                        No
   144   G. Townsend Underhill III, Jeffrey A. Underhill                            No
   145   John Albarano II                                                           No
   146   Anthony Stieren                                                            No
   149   Terry E. Slate, William H. Skipper, Jr.                                    No
   150   Michele Kragen Balaban                                                     No
   152   Jeffrey L. Zimmer                                                          No
   153   Michael L. Nielsen, Lawrence Lake, Neil Wall, William F. George            No
   154   Mohammed Akbarian, Betty J. Akbarian                                       No
   155   Nathan J. Pollack                                                          No
   156   J. Robert McKenzie                                                         No
   159   Stephen P. Lawrence, Lester R. Giegerich                                   No
   160   Mitchel Maidman, Gregory Maidman                                           No
160.01   Mitchel Maidman, Gregory Maidman                                           No
160.02   Mitchel Maidman, Gregory Maidman                                           No
160.03   Mitchel Maidman, Gregory Maidman                                           No
160.04   Mitchel Maidman, Gregory Maidman                                           No
   161   Mark Coleman                                                               No
   163   H. Frank Auman, III                                                        No
163.01   H. Frank Auman, III                                                        No
163.02   H. Frank Auman, III                                                        No
163.03   H. Frank Auman, III                                                        No
163.04   H. Frank Auman, III                                                        No
   164   Philip Pilevsky, Meir Levy                                                 No
   167   Michael S. Pearlstein                                                      No
   168   Rubin Schron, Abraham Fruchthandler, Joshua Safrin, Bruce Federman         No
   169   The Hampshire Generational Fund LLC                                        No
   170   Eli Stefansky                                                              No
   171   Sterling Centrecorp Inc., Sterling Centrecorp U.S. Inc.                    No
   173   Solomon Dwek                                                               No
   175   Swaranjit Nijjar                                                           No
   180   Mitchel Maidman, Gregory Maidman                                           No
   182   Mitchel Maidman, Gregory Maidman                                           No
   186   Mitchel Maidman, Gregory Maidman                                           No
   187   Mohammed Akbarian, Betty J. Akbarian                                       No
   189   Claude L. Yacoel, Michelle Yacoel                                          No
   193   Hurley H. Booth, Jr.                                                       No
   195   Mitchel Maidman, Gregory Maidman                                           No
   198   Mitchel Maidman, Gregory Maidman                                           No

<CAPTION>
Loan #   Upfront CapEx Reserve   Upfront Eng. Reserve   Upfront Envir. Reserve   Upfront TI/LC Reserve
------   ---------------------   --------------------   ----------------------   ---------------------
<S>      <C>                     <C>                    <C>                      <C>
    16               42,113.00              46,250.00                     0.00                5,097.00
    18               32,436.67                   0.00                     0.00                    0.00
    22              245,725.00             304,275.00                     0.00            2,307,083.33
    25                1,983.34                   0.00                     0.00                    0.00
    28                    0.00                   0.00                     0.00                    0.00
 28.01
 28.02
 28.03
 28.04
 28.05
    29                2,935.00                   0.00                     0.00              250,000.00
    30                    0.00                   0.00                     0.00                    0.00
    31                3,237.00                   0.00                     0.00               12,501.00
    32                6,558.00              16,975.00                     0.00              350,000.00
    35                4,614.00                   0.00                     0.00              200,000.00
    36                4,097.00              28,125.00                     0.00                8,193.00
    37               44,666.00             122,125.00                     0.00                    0.00
 37.01
 37.02
 37.03
    38                5,794.00              33,125.00                     0.00               29,167.00
    45                1,506.00                   0.00                     0.00                    0.00
    46                5,325.00                   0.00                     0.00                    0.00
 46.01
 46.02
 46.03
    47                2,353.00                   0.00                     0.00               11,765.00
    48                2,280.00                   0.00                     0.00                    0.00
    49                5,430.42                   0.00                     0.00                6,000.00
    50               28,065.00              10,000.00                     0.00                    0.00
    51                1,670.33                   0.00                     0.00              140,000.00
    52                3,933.00                   0.00                     0.00                    0.00
    53              156,648.00              50,750.00                     0.00                    0.00
    54                  862.00                   0.00                     0.00                6,833.33
    59                  750.33                   0.00                     0.00                5,000.00
    61                1,391.67                   0.00                30,000.00                9,583.33
    63                  970.00               7,000.00                     0.00                3,125.00
    66                2,497.00              19,000.00                     0.00                4,167.00
    69                2,013.00                   0.00                     0.00                    0.00
    71                2,200.00                   0.00                     0.00                    0.00
    72                1,973.00                   0.00                     0.00              413,799.00
    73                8,429.00             455,313.00                     0.00                    0.00
    74                  396.56                   0.00                     0.00                    0.00
    75                  299.00              33,000.00                     0.00                    0.00
    76                1,230.75                   0.00                     0.00                    0.00
    77                1,335.00               9,375.00                     0.00                6,250.00
    78                  913.00                   0.00                     0.00                6,417.00
    79                  997.00                   0.00                     0.00                5,417.00
    81                1,915.85                   0.00                     0.00                5,416.67
    90                    0.00                   0.00                     0.00                7,663.41
    93                4,667.00                   0.00                     0.00                    0.00
 93.01
 93.02
    94                    0.00                   0.00                     0.00                    0.00
    96                    0.00                   0.00                     0.00                    0.00
    97               12,970.00                   0.00                     0.00                    0.00
    98                5,571.00              95,000.00                     0.00                    0.00
    99                1,348.00           1,059,225.00                     0.00                6,750.00
   100                9,567.00              34,194.00                     0.00                    0.00
   103                  709.00              30,688.00                     0.00                    0.00
   104                  625.00                   0.00                     0.00                3,125.00
   106                2,500.00              11,188.00                     0.00                3,500.00
   108                    0.00                   0.00                     0.00                    0.00
   112                    0.00                   0.00                     0.00                    0.00
   114                3,325.00              58,750.00                     0.00                    0.00
   115                    0.00                   0.00                     0.00                    0.00
   119                4,640.00             225,000.00                     0.00                    0.00
   121               12,702.00              38,019.00                     0.00                4,166.66
   122                3,093.00                   0.00                     0.00                4,167.00
   126                  685.00                   0.00                     0.00                2,083.00
   130                1,034.00                   0.00                     0.00                2,084.00
   131                  842.00                   0.00                     0.00                5,000.00
   133                  436.00                   0.00                     0.00              201,452.00
   134                6,666.00                   0.00                     0.00                    0.00
   136                  498.00                   0.00                     0.00                4,166.66
   137                2,187.86               6,125.00                     0.00              504,166.66
   138               50,809.00              15,000.00                     0.00              200,000.00
   139                  488.75                   0.00                     0.00               53,333.33
   140                  588.00              38,263.00                     0.00              100,000.00
   141                    0.00              58,420.00                     0.00                    0.00
   142               25,000.00                   0.00                     0.00                    0.00
   143                    0.00                   0.00                     0.00                    0.00
   144                1,875.00                   0.00                     0.00                    0.00
   145                  895.00                   0.00                     0.00                2,387.00
   146                  907.00                   0.00                     0.00                    0.00
   149                1,639.00                   0.00                     0.00                2,083.00
   150                  525.56               9,000.00                     0.00               37,000.00
   152                  173.00                   0.00                     0.00                    0.00
   153                  908.00              36,391.25                     0.00                3,333.33
   154                    0.00                   0.00                     0.00                    0.00
   155                3,744.00               6,375.00                     0.00                    0.00
   156                  773.00                   0.00                     0.00                  494.33
   159                  765.00               9,188.00                     0.00                4,166.67
   160                  741.00                   0.00                     0.00                    0.00
160.01
160.02
160.03
160.04
   161                    0.00                   0.00                 1,030.00                    0.00
   163               25,000.00                   0.00                     0.00                    0.00
163.01
163.02
163.03
163.04
   164               47,375.00                   0.00                     0.00                    0.00
   167                  408.00                   0.00                     0.00               51,667.00
   168                  418.00                   0.00                     0.00                2,748.00
   169                    0.00                   0.00                     0.00                    0.00
   170                6,867.00              99,593.00                     0.00                    0.00
   171               67,149.00                   0.00                     0.00               40,000.00
   173               30,000.00                   0.00                     0.00               45,000.00
   175                  422.41                   0.00                 1,000.00                  833.33
   180                1,608.00                   0.00                     0.00                    0.00
   182                1,166.00                   0.00                     0.00                    0.00
   186                  887.00                   0.00                     0.00                    0.00
   187                    0.00                   0.00                     0.00                    0.00
   189                    0.00                   0.00                     0.00                    0.00
   193                1,779.00                   0.00                     0.00                    0.00
   195                  542.00                   0.00                     0.00                    0.00
   198                  413.00                   0.00                     0.00                    0.00

<CAPTION>
Loan #   Upfront RE Tax Reserve   Upfront Ins. Reserve   Upfront Other Reserve   Monthly Capex Reserve
------   ----------------------   --------------------   ---------------------   ---------------------
<S>      <C>                      <C>                    <C>                     <C>
    16               173,692.67              33,161.25                    0.00                 1019.00
    18                86,638.84              17,826.00                    0.00                32436.67
    22                86,914.00              34,573.83                    0.00                    0.00
    25                     0.00              14,786.50            3,601,500.00                 1983.34
    28                     0.00                   0.00                    0.00                    0.00
 28.01
 28.02
 28.03
 28.04
 28.05
    29               199,441.67              18,506.25                    0.00                 2935.00
    30                     0.00                   0.00                    0.00                    0.00
    31                98,254.49              34,802.15                    0.00                 1079.00
    32                71,944.00              35,638.63                    0.00                 6558.00
    35               146,876.92              12,667.25                    0.00                 4614.00
    36               217,538.25              31,182.28              556,000.00                 4097.00
    37                51,854.63              48,444.25              650,000.00                 9666.00
 37.01
 37.02
 37.03
    38                96,853.33              17,446.00                    0.00                 5794.00
    45                     0.00                   0.00                    0.00                 1506.00
    46                66,945.31              26,880.67                    0.00                 5325.00
 46.01
 46.02
 46.03
    47               143,199.00              72,121.66                    0.00                 1176.50
    48                33,162.50               3,675.42                    0.00                 1140.00
    49                30,549.47              41,144.25                    0.00                 5430.42
    50                40,587.01              78,791.33            1,000,000.00                28065.00
    51                43,987.25              15,163.75                    0.00                 1670.33
    52                87,688.40              61,883.50                    0.00                 3933.00
    53                   639.53              43,897.67                    0.00                 3648.00
    54                69,151.25              14,248.33               52,627.14                  862.00
    59               112,000.00               4,225.75              150,121.00                  750.33
    61               163,195.33              17,413.00                    0.00                 1391.67
    63                82,401.92              23,913.17              770,000.00                  970.00
    66                77,373.19              51,221.67               12,000.00                 2497.00
    69               112,125.00              30,632.05                    0.00                 2013.00
    71                26,666.67               9,875.50                    0.00                 2200.00
    72                82,438.66              30,614.19              500,000.00                 1973.00
    73                36,360.50              61,250.85                    0.00                 8429.00
    74                58,892.40              14,924.67                    0.00                  396.56
    75                80,096.93              10,822.50              170,000.00                  299.00
    76                95,000.00              37,922.08                    0.00                 1230.75
    77                14,164.18               9,002.33                    0.00                 1335.00
    78                14,890.67              17,753.08                    0.00                  913.00
    79                51,911.67               6,001.00                    0.00                  997.00
    81               134,437.82              20,810.49                    0.00                 1915.85
    90                53,629.57              48,036.75                    0.00                    0.00
    93                20,930.75              36,480.59                    0.00                 4667.00
 93.01
 93.02
    94                     0.00                   0.00                    0.00                    0.00
    96                     0.00              43,580.75                    0.00                 3937.50
    97                29,978.93              40,272.91                    0.00                12970.00
    98                20,124.00              38,576.22                    0.00                 5571.00
    99                43,000.00               7,114.58               61,627.00                 1348.00
   100                35,527.50              45,196.80               33,017.00                 9567.00
   103                     0.00                   0.00                    0.00                  709.00
   104                 4,920.15              38,490.46              725,000.00                  625.00
   106                19,098.23               8,568.50              500,000.00                 2500.00
   108                     0.00               3,577.80                    0.00                    0.00
   112                     0.00               2,006.65                    0.00                    0.00
   114                24,533.33              25,169.28                    0.00                 3325.00
   115                58,478.15                   0.00                    0.00                    0.00
   119                68,302.99              36,203.25                    0.00                 4640.00
   121                31,666.67              12,504.06                    0.00                  721.00
   122                94,059.24              28,086.67                7,500.00                 3093.00
   126                 7,623.67               7,494.50               62,882.00                  685.00
   130                10,850.00               4,231.50                    0.00                 1034.00
   131                27,311.84               2,569.58              550,000.00                  421.00
   133                99,166.67              24,602.36              325,000.00                  436.00
   134                35,914.67              52,882.33                    0.00                 3333.00
   136                22,045.00               9,046.92                    0.00                  498.00
   137                53,800.50                   0.00                    0.00                 2187.86
   138                56,463.75               3,329.67                    0.00                  809.00
   139                95,512.00               4,859.38                    0.00                  488.75
   140                53,726.00               4,285.25                1,100.00                  588.00
   141                59,154.03              17,264.67                    0.00                 4226.00
   142                22,270.00               8,302.00                    0.00                    0.00
   143                39,237.50              48,737.08                    0.00                    0.00
   144                23,385.00              13,129.19              300,000.00                 1875.00
   145                36,287.91              19,888.66              125,000.00                  895.00
   146                 5,218.50               4,012.33                    0.00                  907.00
   149                30,571.57               8,021.82                    0.00                 1639.00
   150                44,986.85              14,724.17               22,500.00                  525.56
   152                     0.00                 355.00               20,000.00                  173.00
   153                 6,505.37               5,681.08              150,000.00                  908.00
   154                15,605.75               4,535.00                    0.00                    0.00
   155                 8,645.32              21,150.00              200,000.00                 3744.00
   156                 6,085.85               3,321.25              250,000.00                  773.00
   159                59,454.50               3,476.00               25,000.00                  765.00
   160                16,992.30              13,493.25                    0.00                  741.00
160.01
160.02
160.03
160.04
   161                 4,342.91               8,759.17               50,000.00                 1030.00
   163                20,642.50              12,289.50                    0.00                    0.00
163.01
163.02
163.03
163.04
   164                22,000.00               1,450.00              100,000.00                  375.00
   167                 9,222.50               7,571.08                    0.00                  408.00
   168                40,632.86               2,445.40                    0.00                  418.00
   169                     0.00                   0.00                    0.00                    0.00
   170                36,250.00              31,468.00               20,133.00                 6867.00
   171                 6,042.94               6,267.25              214,645.48                  417.00
   173                16,250.00               2,943.17              620,000.00                    0.00
   175                     0.00                   0.00                    0.00                  422.41
   180                 6,706.67              40,000.00                    0.00                 1608.00
   182                32,894.17              16,779.02                    0.00                 1166.00
   186                16,764.42              12,420.11                    0.00                  887.00
   187                 8,150.75               2,567.25                    0.00                    0.00
   189                     0.00                 704.70                    0.00                    0.00
   193                 5,956.25              11,690.63                    0.00                 1779.00
   195                 7,921.50              11,916.67                    0.00                  542.00
   198                 2,310.67              11,500.00                    0.00                  413.00

<CAPTION>
Loan #   Monthly Envir. Reserve   Monthly TI/LC Reserve   Monthly RE Tax Reserve   Monthly Ins. Reserve
------   ----------------------   ---------------------   ----------------------   ---------------------
<S>      <C>                      <C>                     <C>                      <C>
    16                     0.00                 5097.00                 86846.33                 3684.58
    18                     0.00                    0.00                 28879.61                    0.00
    22                     0.00                 7083.33                 43457.00                 3457.38
    25                     0.00                    0.00                     0.00                 2464.42
    28                     0.00                    0.00                     0.00                    0.00
 28.01
 28.02
 28.03
 28.04
 28.05
    29                     0.00                    0.00                 28491.67                 2643.75
    30                     0.00                    0.00                     0.00                    0.00
    31                     0.00                 4167.00                 19650.90                 6279.31
    32                     0.00                    0.00                 17986.00                 4058.92
    35                     0.00                    0.00                 20982.42                 4222.42
    36                     0.00                 8193.00                 24170.92                 3792.32
    37                     0.00                    0.00                 12963.66                 4946.66
 37.01
 37.02
 37.03
    38                     0.00                29167.00                 24213.33                 4361.50
    45                     0.00                    0.00                     0.00                    0.00
    46                     0.00                    0.00                 16736.33                 6720.17
 46.01
 46.02
 46.03
    47                     0.00                 5882.50                 23866.50                13299.33
    48                     0.00                    0.00                 11054.17                  735.08
    49                     0.00                 6000.00                  5260.24                 5877.75
    50                     0.00                    0.00                 40587.01                 9848.92
    51                     0.00                    0.00                 14662.42                 2166.25
    52                     0.00                    0.00                 21922.10                 5114.92
    53                     0.00                    0.00                   213.18                 5982.75
    54                     0.00                 6833.33                  9878.75                 1424.83
    59                     0.00                 5000.00                 16000.00                 1408.58
    61                     0.00                 9583.33                 40798.83                 4353.25
    63                     0.00                 3125.00                  7491.08                 3416.17
    66                     0.00                 4167.00                 25791.06                 5204.49
    69                     0.00                    0.00                  7475.00                 3829.01
    71                     0.00                    0.00                 13333.33                 3291.83
    72                     0.00                 5000.00                 27479.55                 3826.77
    73                     0.00                    0.00                 12120.17                 6805.65
    74                     0.00                    0.00                 14723.10                 1865.58
    75                     0.00                    0.00                 20024.23                 1162.50
    76                     0.00                    0.00                 15833.33                 2917.08
    77                     0.00                 6250.00                  7586.14                 1767.67
    78                     0.00                 6417.00                  7445.34                 1613.92
    79                     0.00                 5417.00                  8651.94                 1500.25
    81                     0.00                 5416.67                 14937.54                 2081.05
    90                     0.00                 7663.41                 13407.39                 4358.50
    93                     0.00                    0.00                  6976.92                 4053.40
 93.01
 93.02
    94                     0.00                    0.00                     0.00                    0.00
    96                     0.00                 6250.00                     0.00                 5580.83
    97                     0.00                    0.00                 14989.47                 3356.08
    98                     0.00                    0.00                  6708.00                 4286.25
    99                     0.00                 6750.00                  7166.67                 1422.92
   100                     0.00                    0.00                 11842.50                 5250.60
   103                     0.00                    0.00                     0.00                    0.00
   104                     0.00                 3125.00                  1400.43                 2734.44
   106                     0.00                 3500.00                  6366.08                 1428.08
   108                     0.00                    0.00                     0.00                  596.30
   112                     0.00                    0.00                     0.00                  401.33
   114                     0.00                    0.00                  6133.33                 2516.93
   115                     0.00                    0.00                     0.00                    0.00
   119                     0.00                    0.00                 22767.66                 4022.58
   121                     0.00                 4166.66                  7916.67                 3126.02
   122                     0.00                 4167.00                 14330.68                 3120.74
   126                     0.00                 2083.00                  3811.83                 1249.08
   130                     0.00                 2084.00                  1808.33                  705.25
   131                     0.00                 2500.00                  3901.69                  513.92
   133                     0.00                 1452.00                  7083.33                 2767.06
   134                     0.00                    0.00                  5130.67                 6878.08
   136                     0.00                 4166.66                  7348.33                 1292.42
   137                     0.00                 4166.66                  8966.75                    0.00
   138                     0.00                    0.00                 11292.75                  475.67
   139                     0.00                 3333.33                  7959.33                  824.48
   140                     0.00                    0.00                  6715.75                 1428.42
   141                     0.00                    0.00                  4929.50                 4316.17
   142                     0.00                    0.00                  3711.67                 1325.33
   143                     0.00                    0.00                 13079.17                 4918.08
   144                     0.00                    0.00                  7795.00                 1263.79
   145                     0.00                 2387.00                  3986.75                 2006.75
   146                     0.00                    0.00                  2609.25                  401.23
   149                     0.00                 2083.00                  3821.45                  729.26
   150                     0.00                    0.00                  4089.71                 1664.67
   152                     0.00                    0.00                     0.00                  177.50
   153                     0.00                 3333.33                  3252.68                  811.58
   154                     0.00                    0.00                  5201.92                 1511.67
   155                     0.00                    0.00                  4322.66                 1762.50
   156                     0.00                  494.33                  1521.46                 1107.08
   159                     0.00                 4166.67                  8493.50                 1158.67
   160                     0.00                    0.00                  2427.47                 1499.25
160.01
160.02
160.03
160.04
   161                     0.00                    0.00                  1447.64                  729.93
   163                     0.00                    0.00                  3440.42                 1512.75
163.01
163.02
163.03
163.04
   164                     0.00                    0.00                  2750.00                  362.50
   167                     0.00                 1667.00                  4611.25                 1081.58
   168                     0.00                 2748.00                  8400.30                  611.35
   169                     0.00                    0.00                     0.00                    0.00
   170                     0.00                    0.00                 12083.33                 3527.33
   171                     0.00                    0.00                  6042.94                 1098.08
   173                     0.00                    0.00                  5416.67                  699.34
   175                     0.00                  833.33                     0.00                    0.00
   180                     0.00                    0.00                  3353.33                 4000.00
   182                     0.00                    0.00                  4699.17                 1864.34
   186                     0.00                    0.00                  2394.92                 1380.01
   187                     0.00                    0.00                  2716.92                  855.75
   189                     0.00                    0.00                     0.00                  117.45
   193                     0.00                    0.00                  1985.42                 1298.96
   195                     0.00                    0.00                  2640.50                 1083.33
   198                     0.00                    0.00                  1155.33                 1150.00

<CAPTION>
Loan #   Monthly Other Reserve   Grace Period   Lockbox In-place   Property Type          Defeasance Permitted
------   ---------------------   ------------   ----------------   --------------------   --------------------
<S>      <C>                     <C>            <C>                <C>                    <C>
    16                    0.00              7   No                 Office                 Yes
    18                    0.00              7   No                 Hotel                  Yes
    22                    0.00              7   No                 Office                 Yes
    25                    0.00              7   No                 Multifamily            Yes
    28                    0.00              7   No                 Industrial             Yes
 28.01                                      7   No                 Industrial             Yes
 28.02                                      7   No                 Industrial             Yes
 28.03                                      7   No                 Industrial             Yes
 28.04                                      7   No                 Industrial             Yes
 28.05                                      7   No                 Industrial             Yes
    29                    0.00              7   No                 Retail                 Yes
    30                    0.00              7   No                 Hotel                  Yes
    31                    0.00              7   No                 Retail                 Yes
    32                    0.00              7   No                 Industrial             Yes
    35                    0.00              7   No                 Office                 Yes
    36                    0.00              7   No                 Industrial             Yes
    37                25000.00              7   No                 Multifamily            Yes
 37.01                                      7   No                 Multifamily            Yes
 37.02                                      7   No                 Multifamily            Yes
 37.03                                      7   No                 Multifamily            Yes
    38                    0.00              7   No                 Office                 Yes
    45                    0.00              7   No                 Office                 Yes
    46                    0.00              7   Yes                Multifamily            No
 46.01                                      7   Yes                Multifamily            No
 46.02                                      7   Yes                Multifamily            No
 46.03                                      7   Yes                Multifamily            No
    47                    0.00              0   Yes                Office                 Yes
    48                    0.00             15   No                 Retail                 Yes
    49                    0.00              7   No                 Industrial             Yes
    50                    0.00              7   No                 Hotel                  Yes
    51                    0.00              7   No                 Office                 Yes
    52                    0.00              7   No                 Multifamily            Yes
    53                    0.00              7   No                 Multifamily            Yes
    54                11941.50              7   No                 Office                 Yes
    59                 4721.00              7   No                 Retail                 Yes
    61                    0.00              7   No                 Office                 Yes
    63                    0.00              7   No                 Retail                 Yes
    66                    0.00              7   No                 Retail                 Yes
    69                    0.00              7   No                 Multifamily            Yes
    71                    0.00              7   No                 Multifamily            Yes
    72                    0.00              7   No                 Office                 Yes
    73                    0.00              7   Yes                Multifamily            Yes
    74                    0.00              7   No                 Retail                 Yes
    75                    0.00              7   No                 Office                 Yes
    76                    0.00              7   No                 Self-Storage           Yes
    77                    0.00              7   No                 Retail                 Yes
    78                    0.00              7   No                 Retail                 Yes
    79                    0.00              7   No                 Retail                 Yes
    81                    0.00              7   No                 Retail                 Yes
    90                    0.00              7   No                 Office                 Yes
    93                    0.00              7   No                 Multifamily            Yes
 93.01                                      7   No                 Multifamily            Yes
 93.02                                      7   No                 Multifamily            Yes
    94                    0.00              7   No                 Industrial             Yes
    96                32500.00              7   No                 Industrial             Yes
    97                    0.00              7   No                 Hotel                  Yes
    98                    0.00              7   Yes                Multifamily            Yes
    99                    0.00              7   No                 Office                 Yes
   100                    0.00              7   No                 Multifamily            Yes
   103                    0.00              7   No                 Retail                 Yes
   104                    0.00              7   No                 Office                 Yes
   106                    0.00              7   No                 Office                 Yes
   108                    0.00              7   No                 Retail                 Yes
   112                    0.00              7   No                 Retail                 Yes
   114                    0.00              7   No                 Multifamily            Yes
   115                    0.00              7   No                 Retail                 Yes
   119                    0.00              7   No                 Multifamily            Yes
   121                    0.00              7   No                 Office                 Yes
   122                 7500.00              7   No                 Industrial             Yes
   126                12882.00              7   No                 Office                 Yes
   130                    0.00              7   No                 Retail                 Yes
   131                    0.00              7   No                 Retail                 Yes
   133                    0.00              7   No                 Retail                 Yes
   134                    0.00              7   No                 Multifamily            Yes
   136                    0.00              7   No                 Retail                 Yes
   137                    0.00              7   No                 Retail                 Yes
   138                    0.00              7   No                 Office                 No
   139                    0.00              7   No                 Retail                 Yes
   140                    0.00              7   No                 Retail                 Yes
   141                    0.00              7   No                 Multifamily            Yes
   142                    0.00             15   No                 Multifamily            Yes
   143                    0.00              7   No                 Multifamily            Yes
   144                    0.00              7   No                 Multifamily            Yes
   145                    0.00              7   No                 Retail                 Yes
   146                    0.00              7   No                 Manufactured Housing   Yes
   149                    0.00             15   No                 Retail                 Yes
   150                    0.00              7   No                 Retail                 Yes
   152                    0.00             15   No                 Retail                 Yes
   153                    0.00              7   No                 Retail                 Yes
   154                    0.00              7   No                 Multifamily            Yes
   155                    0.00              7   No                 Multifamily            Yes
   156                    0.00              7   No                 Multifamily            Yes
   159                    0.00              7   No                 Office                 Yes
   160                    0.00              7   No                 Multifamily            Yes
160.01                                      7   No                 Multifamily            Yes
160.02                                      7   No                 Multifamily            Yes
160.03                                      7   No                 Multifamily            Yes
160.04                                      7   No                 Multifamily            Yes
   161                    0.00              7   No                 Manufactured Housing   Yes
   163                    0.00             15   No                 Multifamily            Yes
163.01                                     15   No                 Multifamily            Yes
163.02                                     15   No                 Multifamily            Yes
163.03                                     15   No                 Multifamily            Yes
163.04                                     15   No                 Multifamily            Yes
   164                    0.00              7   No                 Office                 Yes
   167                    0.00              7   No                 Retail                 Yes
   168                    0.00              7   No                 Office                 Yes
   169                    0.00              7   No                 Industrial             Yes
   170                    0.00              7   No                 Multifamily            Yes
   171                    0.00              7   No                 Retail                 Yes
   173                    0.00              7   No                 Office                 Yes
   175                    0.00              7   No                 Industrial             Yes
   180                    0.00              7   No                 Multifamily            Yes
   182                    0.00              7   No                 Multifamily            Yes
   186                    0.00              7   No                 Multifamily            Yes
   187                    0.00              7   No                 Multifamily            Yes
   189                    0.00              7   No                 Retail                 Yes
   193                    0.00              7   Yes                Multifamily            Yes
   195                    0.00              7   No                 Multifamily            Yes
   198                    0.00              7   No                 Multifamily            Yes

<CAPTION>
Loan #   Interest Accrual Period   Loan Group   Final Maturity Date   Remaining Amortization Term for Balloon Loans
------   -----------------------   ----------   -------------------   ---------------------------------------------
<S>      <C>                       <C>          <C>                   <C>
    16   Actual/360                         1                                                                   360
    18   Actual/360                         1                                                                   360
    22   Actual/360                         1                                                                   360
    25   Actual/360                         2                                                                   360
    28   Actual/360                         1                                                                   228
 28.01   Actual/360                         1                                                                   228
 28.02   Actual/360                         1                                                                   228
 28.03   Actual/360                         1                                                                   228
 28.04   Actual/360                         1                                                                   228
 28.05   Actual/360                         1                                                                   228
    29   Actual/360                         1                                                                   360
    30   Actual/360                         1                                                                   300
    31   Actual/360                         1                                                                   360
    32   Actual/360                         1                                                                   360
    35   Actual/360                         1                                                                   360
    36   Actual/360                         1                                                                   360
    37   Actual/360                         2                                                                   360
 37.01   Actual/360                         2                                                                   360
 37.02   Actual/360                         2                                                                   360
 37.03   Actual/360                         2                                                                   360
    38   Actual/360                         1                                                                   360
    45   Actual/360                         1                                                                   360
    46   Actual/360                         2                                                                   360
 46.01   Actual/360                         2                                                                   360
 46.02   Actual/360                         2                                                                   360
 46.03   Actual/360                         2                                                                   360
    47   Actual/360                         1                                                                   360
    48   Actual/360                         1                                                                   360
    49   Actual/360                         1                                                                   360
    50   Actual/360                         1                                                                   300
    51   Actual/360                         1                                                                   360
    52   Actual/360                         2                                                                   360
    53   Actual/360                         2                                                                   360
    54   Actual/360                         1                                                                   360
    59   Actual/360                         1                                                                   360
    61   Actual/360                         1                                                                   360
    63   Actual/360                         1                                                                   360
    66   Actual/360                         1                                                                   360
    69   Actual/360                         2                                                                   360
    71   Actual/360                         2                                                                   360
    72   Actual/360                         1                                                                   300
    73   Actual/360                         2                                                                   360
    74   Actual/360                         1                                                                   360
    75   Actual/360                         1                                                                   360
    76   Actual/360                         1                                                                   300
    77   Actual/360                         1                                                                   300
    78   Actual/360                         1                                                                   360
    79   Actual/360                         1                                                                   360
    81   Actual/360                         1                                                                   360
    90   Actual/360                         1                                                                   360
    93   Actual/360                         2                                                                   360
 93.01   Actual/360                         2                                                                   360
 93.02   Actual/360                         2                                                                   360
    94   Actual/360                         1
    96   Actual/360                         1                                                                   300
    97   Actual/360                         1                                                                   300
    98   Actual/360                         2                                                                   360
    99   Actual/360                         1                                                                   360
   100   Actual/360                         2                                                                   360
   103   Actual/360                         1                                                                   360
   104   Actual/360                         1                                                                   360
   106   Actual/360                         1                                                                   360
   108   Actual/360                         1                                                                   360
   112   Actual/360                         1                                                                   360
   114   Actual/360                         2                                                                   360
   115   Actual/360                         1                                                                   360
   119   Actual/360                         2                                                                   360
   121   Actual/360                         1                                                                   360
   122   Actual/360                         1                                                                   300
   126   Actual/360                         1                                                                   360
   130   Actual/360                         1                                                                   360
   131   Actual/360                         1                                                                   360
   133   Actual/360                         1                                                                   360
   134   Actual/360                         2                                                                   360
   136   Actual/360                         1                                                                   360
   137   Actual/360                         1                                                                   360
   138   Actual/360                         1                                                                   360
   139   Actual/360                         1                                                                   360
   140   Actual/360                         1                                                                   360
   141   Actual/360                         2                                                                   360
   142   Actual/360                         2                                                                   360
   143   Actual/360                         2                                                                   360
   144   Actual/360                         2                                                                   360
   145   Actual/360                         1                                                                   360
   146   Actual/360                         2                                                                   360
   149   Actual/360                         1                                                                   300
   150   Actual/360                         1                                                                   360
   152   Actual/360                         1                                                                   360
   153   Actual/360                         1                                                                   300
   154   Actual/360                         3                                                                   240
   155   Actual/360                         3                                                                   360
   156   Actual/360                         2                                                                   360
   159   Actual/360                         1                                                                   360
   160   Actual/360                         2
160.01   Actual/360                         2
160.02   Actual/360                         2
160.03   Actual/360                         2
160.04   Actual/360                         2
   161   Actual/360                         1                                                                   360
   163   Actual/360                         2                                                                   360
163.01   Actual/360                         2                                                                   360
163.02   Actual/360                         2                                                                   360
163.03   Actual/360                         2                                                                   360
163.04   Actual/360                         2                                                                   360
   164   Actual/360                         1                                                                   360
   167   Actual/360                         1                                                                   360
   168   Actual/360                         1                                                                   360
   169   Actual/360                         1
   170   Actual/360                         2                                                                   360
   171   Actual/360                         1                                                                   360
   173   Actual/360                         1                                                                   360
   175   Actual/360                         1                                                                   360
   180   Actual/360                         2
   182   Actual/360                         2
   186   Actual/360                         2
   187   Actual/360                         1                                                                   240
   189   Actual/360                         1                                                                   360
   193   Actual/360                         2                                                                   360
   195   Actual/360                         2                                                                   360
   198   Actual/360                         2
</TABLE>

<PAGE>


                                    EXHIBIT B

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

            (1) No Mortgage Loan is 30 days or more delinquent in payment of
principal and interest (without giving effect to any applicable grace period in
the related Mortgage Note) as of the Cut-off Date and no Mortgage Loan has been
30 days or more (without giving effect to any applicable grace period in the
related Mortgage Note) past due.

            (2) Except with respect to the ARD Loans, which provide that the
rate at which interest accrues thereon increases after the Anticipated Repayment
Date, the Mortgage Loans (exclusive of any default interest, late charges or
prepayment premiums) are fixed rate mortgage loans with terms to maturity, at
origination or as of the most recent modification, as set forth in the Mortgage
Loan Schedule.

            (3) The information pertaining to each Mortgage Loan set forth on
the Mortgage Loan Schedule is true and correct in all material respects as of
the Cut-off Date.

            (4) At the time of the assignment of the Mortgage Loans to the
Purchaser, the Seller had good and marketable title to and was the sole owner
and holder of, each Mortgage Loan, free and clear of any pledge, lien,
encumbrance or security interest (subject to certain agreements regarding
servicing as provided in the Pooling and Servicing Agreement, subservicing
agreements permitted thereunder and that certain Servicing Rights Purchase
Agreement, dated as of the date hereof between the Master Servicer and Seller)
and such assignment validly and effectively transfers and conveys all legal and
beneficial ownership of the Mortgage Loans to the Purchaser free and clear of
any pledge, lien, encumbrance or security interest (subject to certain
agreements regarding servicing as provided in the Pooling and Servicing
Agreement, subservicing agreements permitted thereunder and that certain
Servicing Rights Purchase Agreement, dated as of the date hereof between the
Master Servicer and Seller).

            (5) In respect of each Mortgage Loan, (A) in reliance on public
documents or certified copies of the incorporation or partnership or other
entity documents, as applicable, delivered in connection with the origination of
such Mortgage Loan, the related 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 and (B) as of the origination date, the Seller
(based on customary due diligence) had no knowledge, and since the origination
date, the Seller has no actual knowledge, that the related Mortgagor is a debtor
in any bankruptcy, receivership, conservatorship, reorganization, insolvency,
moratorium or similar proceeding.

            (6) Each Mortgage Loan is secured by the related Mortgage which
establishes and creates a valid and subsisting first priority lien on the
related Mortgaged Property, or leasehold interest therein, comprising real
estate, free and clear of any liens, claims, encumbrances, participation
interests, pledges, charges or security interests subject only to Permitted
Encumbrances. Such Mortgage, together with any separate security agreement, UCC
Financing Statement or similar agreement, if any, establishes and creates a
first priority security interest in favor of the Seller in all personal property
owned by the Mortgagor that is used in, and is reasonably necessary to, the
operation of the related Mortgaged Property and, to the extent a security
interest may be created therein and perfected by the filing of a UCC Financing
Statement under the Uniform Commercial Code as in effect in the relevant
jurisdiction, the proceeds arising from the Mortgaged Property and other
collateral securing such Mortgage Loan, subject only to Permitted Encumbrances.
There exists with respect to such Mortgaged Property an assignment of leases and
rents provision, either as part of the related Mortgage or as a separate
document or instrument, which establishes and creates a first priority security
interest in and to leases and rents arising in respect of the related Mortgaged
Property, subject only to Permitted Encumbrances. Except for the holder of the
Subordinate Companion Loan with respect to the AB Mortgage Loans, to the
Seller's knowledge, no person other than the related Mortgagor and the mortgagee
own any interest in any payments due under the related leases. The related
Mortgage or such assignment of leases and rents provision provides for the
appointment of a receiver for rents or allows the holder of the related Mortgage
to enter into possession of the related Mortgaged Property to collect rent or
provides for rents to be paid directly to the holder of the related Mortgage in
the event of a default beyond applicable notice and grace periods, if any, under
the related Mortgage Loan documents. As of the origination date there were, and,
to the Seller's actual knowledge as of the Closing Date, there are, no
mechanics' or other similar liens or claims which have been filed for work,
labor or materials affecting the related Mortgaged Property which are or may be
prior or equal to the lien of the Mortgage, except those that are bonded or
escrowed for or which are insured against pursuant to the applicable Title
Insurance Policy (as defined below) and except for Permitted Encumbrances. No
Mortgaged Property secures any mortgage loan not represented on the Mortgage
Loan Schedule; no Mortgage Loan is cross-collateralized or cross-defaulted with
any other mortgage loan other than one or more Mortgage Loans as shown on the
Mortgage Loan Schedule; no Mortgage Loan is secured by property which secures
another mortgage loan other than one or more Mortgage Loans as shown on the
Mortgage Loan Schedule. Notwithstanding the foregoing, no representation is made
as to the perfection of any security interest in rent, operating revenues 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.

            (7) The related Mortgagor under each Mortgage Loan has good and
indefeasible fee simple or, with respect to those Mortgage Loans described in
paragraph (20) hereof, leasehold title to the related Mortgaged Property
comprising real estate subject to any Permitted Encumbrances.

            (8) The Seller has received an American Land Title Association
(ALTA) lender's title insurance policy or a comparable form of lender's title
insurance policy (or escrow instructions binding on the Title Insurer (as
defined below) and irrevocably obligating the Title Insurer to issue such title
insurance policy or a title policy commitment or pro-forma "marked up" at the
closing of the related Mortgage Loan and countersigned by the Title Insurer or
its authorized agent) as adopted in the applicable jurisdiction (the "Title
Insurance Policy"), which was issued by a nationally recognized title insurance
company (the "Title Insurer") qualified to do business in the jurisdiction where
the applicable Mortgaged Property is located (unless such jurisdiction is the
State of Iowa), covering the portion of each Mortgaged Property comprised of
real estate and insuring that the related Mortgage is a valid first lien in the
original principal amount of the related Mortgage Loan on the Mortgagor's fee
simple interest (or, if applicable, leasehold interest) in such Mortgaged
Property comprised of real estate, subject only to Permitted Encumbrances. Such
Title Insurance Policy was issued in connection with the origination of the
related Mortgage Loan. No claims have been made under such Title Insurance
Policy. Such Title Insurance Policy is in full force and effect and all premiums
thereon have been paid and will provide that the insured includes the owner of
the Mortgage Loan and its successors and/or assigns. No holder of the related
Mortgage has done, by act or omission, anything that would, and the Seller has
no actual knowledge of any other circumstance that would, impair the coverage
under such Title Insurance Policy.

            (9) The related Assignment of Mortgage and the related assignment
of the Assignment of Leases executed in connection with each Mortgage, if any,
have been recorded in the applicable jurisdiction (or, if not recorded, have
been submitted for recording or are in recordable form (but for the insertion of
the name and address of the assignee and any related recording information which
is not yet available to the Seller)) and constitute the legal, valid and binding
assignment of such Mortgage and the related Assignment of Leases from the Seller
to the Purchaser. The endorsement of the related Mortgage Note by the Seller
constitutes the legal, valid, binding and enforceable (except as such
enforcement may be limited by anti-deficiency laws or bankruptcy, receivership,
conservatorship, reorganization, insolvency, moratorium or other similar laws
affecting the enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law)) assignment of such Mortgage Note, and together
with such Assignment of Mortgage and the related assignment of Assignment of
Leases, legally and validly conveys all right, title and interest in such
Mortgage Loan and Mortgage Loan documents to the Purchaser.

            (10) (a) The Mortgage Loan documents for each Mortgage Loan provide
that such Mortgage Loan is non-recourse to the related parties thereto except
that the related Mortgagor and at least one individual or entity shall be fully
liable for actual losses, liabilities, costs and damages arising from fraud or
material misrepresentation by the related Mortgagor and/or its principals.
Additionally, the Mortgage Loan documents for each Mortgage Loan provide that
the related Mortgagor and at least one individual or entity shall be liable to
the Seller for any losses incurred by the Seller, its successors and assigns,
due to (i) the misapplication or misappropriation of rents, insurance proceeds
or condemnation awards, (ii) any act of actual waste, and (iii) any breach of
the environmental covenants contained in the related Mortgage Loan documents.

            (b) The Mortgage Loan documents for each Mortgage Loan contain
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the practical realization against the Mortgaged Property of
the principal benefits of the security intended to be provided thereby,
including realization by judicial or, if applicable, non-judicial foreclosure,
and there is no exemption available to the related Mortgagor which would
interfere with such right of foreclosure except any statutory right of
redemption or as may be limited by anti-deficiency laws or by bankruptcy,
receivership, conservatorship, reorganization, insolvency, moratorium or other
similar laws affecting the enforcement of creditors' rights generally, and by
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law).

            (c) Each of the related Mortgage Notes and Mortgages are the
legal, valid and binding obligations of the related Mortgagor named on the
Mortgage Loan Schedule and each of the other related Mortgage Loan documents is
the legal, valid and binding obligation of the parties thereto (subject to any
non-recourse provisions therein), enforceable in accordance with its terms,
except as such enforcement may be limited by anti-deficiency or one form of
action laws or bankruptcy, receivership, conservatorship, reorganization,
insolvency, moratorium or other similar laws affecting the enforcement of
creditors' rights generally, and by general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law), and
except that certain provisions of such Mortgage Loan documents are or may be
unenforceable in whole or in part under applicable state or federal laws, but
the inclusion of such provisions does not render 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
realization of the principal rights and benefits afforded thereby.

            (d) The terms of the Mortgage Loans or the related Mortgage Loan
documents, have not been altered, impaired, modified or waived in any material
respect, except prior to the Cut-off Date by written instrument duly submitted
for recordation, to the extent required, and as specifically set forth in the
related Mortgage File.

            (e) With respect to each Mortgage which is a deed of trust, a
trustee, duly qualified under applicable law to serve as such, currently so
serves and is named in the deed of trust or has been substituted in accordance
with applicable law, and no fees or expenses are or will become payable to the
trustee under the deed of trust, except in connection with a trustee's sale
after default by the Mortgagor other than de minimis fees paid in connection
with the release of the related Mortgaged Property or related security for such
Mortgage Loan following payment of such Mortgage Loan in full.

            (11) No Mortgage Loan has been satisfied, canceled, subordinated,
released or rescinded, in whole or in part, and the related Mortgagor has not
been released, in whole or in part, from its obligations under any related
Mortgage Loan document.

            (12) Except with respect to the enforceability of any provisions
requiring the payment of default interest, late fees, additional interest,
prepayment premiums or yield maintenance charges, neither the Mortgage Loan nor
any of the related Mortgage Loan documents is subject to any right of
rescission, set-off, abatement, diminution, valid counterclaim or defense,
including the defense of usury, nor will the operation of any of the terms of
any such Mortgage Loan documents, or the exercise (in compliance with procedures
permitted under applicable law) of any right thereunder, render any Mortgage
Loan documents subject to any right of rescission, set-off, abatement,
diminution, valid counterclaim or defense, including the defense of usury
(subject to anti-deficiency or one form of action laws and to bankruptcy,
receivership, conservatorship, reorganization, insolvency, moratorium or other
similar laws affecting the enforcement of creditor's rights generally and by
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law)), and no such right of
rescission, set-off, abatement, diminution, valid counterclaim or defense has
been asserted with respect thereto. None of the Mortgage Loan documents provides
for a release of a portion of the Mortgaged Property from the lien of the
Mortgage except upon payment or defeasance in full of all obligations under the
Mortgage, provided that, notwithstanding the foregoing, certain of the Mortgage
Loans may allow partial release (a) upon payment or defeasance of an Allocated
Loan Amount which may be formula based, but in no event less than 125% of the
Allocated Loan Amount, or (b) in the event the portion of the Mortgaged Property
being released was not given any material value in connection with the
underwriting or appraisal of the related Mortgage Loan.

            (13) As of the Closing Date, there is no payment default, after
giving effect to any applicable notice and/or grace period, and, to the Seller's
actual knowledge, as of the Closing Date, there is no other material default
under any of the related Mortgage Loan documents, after giving effect to any
applicable notice and/or grace period; no such material default or breach has
been waived by the Seller or on its behalf or, to the Seller's knowledge, by the
Seller's predecessors in interest with respect to the Mortgage Loans; and, to
the Seller's actual knowledge, no event has occurred which, with the passing of
time or giving of notice would constitute a material default or breach;
provided, however, that the representations and warranties set forth in this
sentence do not cover any default, breach, violation or event of acceleration
that specifically pertains to or arises out of any subject matter otherwise
covered by any other representation or warranty made by the Seller in this
Exhibit B. No Mortgage Loan has been accelerated and no foreclosure or power of
sale proceeding has been initiated in respect of the related Mortgage. The
Seller has not waived any material claims against the related Mortgagor under
any non-recourse exceptions contained in the Mortgage Note.

            (14) (a) The principal amount of the Mortgage Loan stated on the
Mortgage Loan Schedule has been fully disbursed as of the Closing Date specified
therein (except for certain amounts that were fully disbursed by the mortgagee,
but were escrowed pursuant to the terms of the related Mortgage Loan documents)
and there are no future advances required to be made by the mortgagee under any
of the related Mortgage Loan documents. Any requirements under the related
Mortgage Loan documents regarding the completion of any on-site or off-site
improvements and to disbursements of any escrow funds therefor have been or are
being complied with or such escrow funds are still being held. The value of the
Mortgaged Property relative to the value reflected in the most recent appraisal
thereof is not materially impaired by any improvements which have not been
completed. The Seller has not, nor, to the Seller's knowledge, have any of its
agents or predecessors in interest with respect to the Mortgage Loans, in
respect of payments due on the related Mortgage Note or Mortgage, directly or
indirectly, advanced funds or induced, solicited or knowingly received any
advance of funds by a party other than the Mortgagor other than (a) interest
accruing on such Mortgage Loan from the date of such disbursement of such
Mortgage Loan to the date which preceded by thirty (30) days the first payment
date under the related Mortgage Note and (b) application and commitment fees,
escrow funds, points and reimbursements for fees and expenses, incurred in
connection with the origination and funding of the Mortgage Loan.

            (b) No Mortgage Loan has capitalized interest included in its
principal balance, or provides for any shared appreciation rights or other
equity participation therein and no contingent or additional interest contingent
on cash flow or negative amortization (other than with respect to the deferment
of payment with respect to ARD Loans) is due thereon.

            (c) Each Mortgage Loan identified in the Mortgage Loan Schedule as
an ARD Loan starts to amortize no later than the Due Date of the calendar month
immediately after the calendar month in which such ARD Loan closed and
substantially fully amortizes over its stated term, which term is at least 60
months after the related Anticipated Repayment Date. Each ARD Loan has an
Anticipated Repayment Date not less than seven years following the origination
of such Mortgage Loan. If the related Mortgagor elects not to prepay its ARD
Loan in full on or prior to the Anticipated Repayment Date pursuant to the
existing terms of the Mortgage Loan or a unilateral option (as defined in
Treasury Regulations under Section 1001 of the Code) in the Mortgage Loan
exercisable during the term of the Mortgage Loan, (i) the Mortgage Loan's
interest rate will step up to an interest rate per annum as specified in the
related Mortgage Loan documents; provided, however, that payment of such Excess
Interest shall be deferred until the principal of such ARD Loan has been paid in
full; (ii) all or a substantial portion of the Excess Cash Flow (which is net of
certain costs associated with owning, managing and operating the related
Mortgaged Property) collected after the Anticipated Repayment Date shall be
applied towards the prepayment of such ARD Loan and once the principal balance
of an ARD Loan has been reduced to zero all Excess Cash Flow will be applied to
the payment of accrued Excess Interest; and (iii) if the property manager for
the related Mortgaged Property can be removed by or at the direction of the
mortgagee on the basis of a debt service coverage test, the subject debt service
coverage ratio shall be calculated without taking account of any increase in the
related Mortgage Interest Rate on such Mortgage Loan's Anticipated Repayment
Date. No ARD Loan provides that the property manager for the related Mortgaged
Property can be removed by or at the direction of the mortgagee solely because
of the passage of the related Anticipated Repayment Date.

            (d) Each Mortgage Loan identified in the Mortgage Loan Schedule as
an ARD Loan with a hard lockbox requires that tenants at the related Mortgaged
Property shall (and each Mortgage Loan identified in the Mortgage Loan Schedule
as an ARD Loan with a springing lockbox requires that tenants at the related
Mortgaged Property shall, upon the occurrence of a specified trigger event,
including, but not limited to, the occurrence of the related Anticipated
Repayment Date) make rent payments into a lockbox controlled by the holder of
the Mortgage Loan and to which the holder of the Mortgage Loan has a first
perfected security interest; provided however, with respect to each ARD Loan
which is secured by a multi-family property with a hard lockbox, or with respect
to each ARD Loan which is secured by a multi-family property with a springing
lockbox, upon the occurrence of a specified trigger event, including, but not
limited to, the occurrence of the related Anticipated Repayment Date, tenants
either pay rents to a lockbox controlled by the holder of the Mortgage Loan or
deposit rents with the property manager who will then deposit the rents into a
lockbox controlled by the holder of the Mortgage Loan.

            (15) The terms of the Mortgage Loan documents evidencing such
Mortgage Loan comply in all material respects with all applicable local, state
and federal laws and regulations and the Seller has complied with all material
requirements pertaining to the origination, funding and servicing of the
Mortgage Loans, including but not limited to, usury and any and all other
material requirements of any federal, state or local law to the extent
non-compliance would have a material adverse effect on the Mortgage Loan.

            (16) To the Seller's knowledge and subject to paragraph (37)
hereof, as of the date of origination of the Mortgage Loan, based on inquiry
customary in the industry, and to the Seller's actual knowledge and subject to
paragraph (37) hereof, as of the Closing Date, the related Mortgaged Property
is, in all material respects, in compliance with, and is used and occupied in
accordance with, all restrictive covenants of record applicable to such
Mortgaged Property and applicable zoning laws and all inspections, licenses,
permits and certificates of occupancy required by law, ordinance or regulation
to be made or issued with regard to the Mortgaged Property have been obtained
and are in full force and effect, except to the extent (a) any material
non-compliance with applicable zoning laws is insured by an ALTA lender's title
insurance policy (or binding commitment therefor), or the equivalent as adopted
in the applicable jurisdiction, or a law and ordinance insurance policy, or (b)
the failure to obtain or maintain such inspections, licenses, permits or
certificates of occupancy does not materially impair or materially and adversely
affect the use and/or operation of the Mortgaged Property as it was used and
operated as of the date of origination of the Mortgage Loan or the rights of a
holder of the related Mortgage Loan.

            (17) All (a) taxes, water charges, sewer rents, assessments or
other similar outstanding governmental charges and governmental assessments
which became due and owing prior to the Closing Date in respect of the related
Mortgaged Property (excluding any related personal property), and if left
unpaid, would be, or might become, a lien on such Mortgaged Property having
priority over the related Mortgage and (b) insurance premiums or ground rents
which became due and owing prior to the Closing Date in respect of the related
Mortgaged Property (excluding any related personal property), have been paid, or
if disputed, or if such amounts are not delinquent prior to the Closing Date, an
escrow of funds in an amount sufficient (together with escrow payments required
to be made prior to delinquency) to cover such taxes and assessments and any
late charges due in connection therewith has been established. As of the date of
origination, the related Mortgaged Property was one or more separate and
complete tax parcels. For purposes of this representation and warranty, the
items identified herein shall not be considered due and owing until the date on
which interest or penalties would be first payable thereon.

            (18) To the Seller's knowledge based on surveys or the Title
Insurance Policy, (i) none of the material improvements that were included for
the purpose of determining the appraised value of the related Mortgaged Property
at the time of the origination of such Mortgage Loan lies outside the boundaries
and building restriction lines of such Mortgaged Property, except to the extent
they are legally nonconforming as contemplated by representation (37) below, and
(ii) no improvements on adjoining properties encroach upon such Mortgaged
Property, except in the case of either (i) or (ii) for (a) immaterial
encroachments which do not materially adversely affect the security intended to
be provided by the related Mortgage or the use, value or marketability of such
Mortgaged Property or (b) encroachments affirmatively covered by the related
Title Insurance Policy. With respect to each Mortgage Loan, the property legally
described in the survey, if any, obtained for the related Mortgaged Property for
purposes of the origination thereof is the same as the property legally
described in the Mortgage.

            (19) (a) As of the date of the applicable engineering report (which
was performed within 12 months prior to the Cut-off Date) related to the
Mortgaged Property and, to Seller's knowledge as of the Closing Date, the
related Mortgaged Property is either (i) in good repair, free and clear of any
damage that would materially adversely affect the value of such Mortgaged
Property as security for such Mortgage Loan or the use and operation of the
Mortgaged Property as it was being used or operated as of the origination date
or (ii) escrows in an amount consistent with the standard utilized by the Seller
with respect to similar loans it holds for its own account have been
established, which escrows will in all events be not less than 100% of the
estimated cost of the required repairs. Since the origination date, to the
Seller's knowledge, such Mortgaged Property has not been damaged by fire, wind
or other casualty or physical condition (including, without limitation, any soil
erosion or subsidence or geological condition), which damage has not been fully
repaired or fully insured, or for which escrows in an amount consistent with the
standard utilized by the Seller with respect to loans it holds for its own
account have not been established.

            (b) As of the origination date of such Mortgage Loan and to the
Seller's actual knowledge, as of the Closing Date, there are no proceedings
pending or, to the Seller's actual knowledge, threatened, for the partial or
total condemnation of the relevant Mortgaged Property.

            (20) With respect to the Mortgage Loans that are identified on
Exhibit A as being secured in whole or in part by a leasehold estate (a "Ground
Lease") (except with respect to any Mortgage Loan also secured by the related
fee interest in the Mortgaged Property):

            (a) such Ground Lease or a memorandum thereof has been or will be
duly recorded; such Ground Lease, or other agreement received by the originator
of the Mortgage Loan from the ground lessor, provides that the interest of the
lessee thereunder may be encumbered by the related Mortgage and does not
restrict the use of the related Mortgaged Property by such lessee, its
successors or assigns, in a manner that would materially and adversely affect
the security provided by the Mortgage; as of the date of origination of the
Mortgage Loan, there was no material change of record in the terms of such
Ground Lease with the exception of written instruments which are part of the
related Mortgage File and Seller has no knowledge of any material change in the
terms of such Ground Lease since the recordation of the related Mortgage, with
the exception of written instruments which are part of the related Mortgage
File;

            (b) such Ground Lease is not subject to any liens or encumbrances
superior to, or of equal priority with, the related Mortgage, other than the
related fee interest and Permitted Encumbrances, and such Ground Lease is, and
shall remain, prior to any mortgage or other lien upon the related fee interest
(other than the Permitted Encumbrances) unless a subordination and
nondisturbance agreement is obtained from the holder of any such mortgage or
lien on the fee interest, which subordination and nondisturbance agreement is
assignable to or for the benefit of the related lessee and the related
mortgagee;

            (c) such Ground Lease provides that upon foreclosure of the related
Mortgage or assignment of the Mortgagor's interest in such Ground Lease in lieu
thereof, the mortgagee under such Mortgage is entitled to become the owner of
such interest upon notice to, but without the consent of, the lessor thereunder
and, in the event that such mortgagee (or any of its successors and assigns
under the Mortgage) becomes the owner of such interest, such interest is further
assignable by such mortgagee (or any of its successors and assigns under the
Mortgage) upon notice to such lessor, but without a need to obtain the consent
of such lessor;

            (d) such Ground Lease is in full force and effect and no default of
tenant or ground lessor was in existence at origination, or to the Seller's
knowledge, is currently in existence under such Ground Lease, nor at origination
was, or to the Seller's knowledge, is there any condition which, but for the
passage of time or the giving of notice, would result in a default under the
terms of such Ground Lease; either such Ground Lease or a separate agreement
contains the ground lessor's covenant that it shall not amend, modify, cancel or
terminate such Ground Lease without the prior written consent of the mortgagee
under such Mortgage and any amendment, modification, cancellation or termination
of the Ground Lease without the prior written consent of the related mortgagee,
or its successors or assigns is not binding on such mortgagee, or its successor
or assigns;

            (e) such Ground Lease or other agreement requires the lessor
thereunder to give written notice of any material default by the lessee to the
mortgagee under the related Mortgage, provided that such mortgagee has provided
the lessor with notice of its lien in accordance with the provisions of such
Ground Lease; and such Ground Lease or other agreement provides that no such
notice of default and no termination of the Ground Lease in connection with such
notice of default shall be effective against such mortgagee unless such notice
of default has been given to such mortgagee and any related Ground Lease
contains the ground lessor's covenant that it will give to the related
mortgagee, or its successors or assigns, any notices it sends to the Mortgagor;

            (f) either (i) the related ground lessor has subordinated its
interest in the related Mortgaged Property to the interest of the holder of the
Mortgage Loan or (ii) such Ground Lease or other agreement provides that (A) the
mortgagee under the related Mortgage is permitted a reasonable opportunity to
cure any default under such Ground Lease which is curable, including reasonable
time to gain possession of the interest of the lessee under the Ground Lease,
after the receipt of notice of any such default before the lessor thereunder may
terminate such Ground Lease; (B) in the case of any such default which is not
curable by such mortgagee, or in the event of the bankruptcy or insolvency of
the lessee under such Ground Lease, such mortgagee has the right, following
termination of the existing Ground Lease or rejection thereof by a bankruptcy
trustee or similar party, to enter into a new ground lease with the lessor on
substantially the same terms as the existing Ground Lease; and (C) all rights of
the Mortgagor under such Ground Lease (insofar as it relates to the Ground
Lease) may be exercised by or on behalf of such mortgagee under the related
Mortgage upon foreclosure or assignment in lieu of foreclosure;

            (g) such Ground Lease has an original term (or an original term plus
one or more optional renewal terms that under all circumstances may be
exercised, and will be enforceable, by the mortgagee or its assignee) which
extends not less than 20 years beyond the stated maturity date of the related
Mortgage Loan;

            (h) under the terms of such Ground Lease and the related Mortgage,
taken together, any related insurance proceeds will be applied either to the
repair or restoration of all or part of the related Mortgaged Property, with the
mortgagee under such Mortgage or a financially responsible institution acting as
trustee appointed by it, or consented to by it, or by the lessor having the
right to hold and disburse such proceeds as the repair or restoration progresses
(except in such cases where a provision entitling another party to hold and
disburse such proceeds would not be viewed as commercially unreasonable by a
prudent institutional lender), or to the payment in whole or in part of the
outstanding principal balance of such Mortgage Loan together with any accrued
and unpaid interest thereon; and

            (i) such Ground Lease does not impose any restrictions on subletting
which would be viewed as commercially unreasonable by the Seller; such Ground
Lease contains a covenant (or applicable laws provide) that the lessor
thereunder is not permitted, in the absence of an uncured default, to disturb
the possession, interest or quiet enjoyment of any lessee in the relevant
portion of such Mortgaged Property subject to such Ground Lease for any reason,
or in any manner, which would materially adversely affect the security provided
by the related Mortgage.

            (21) (a) With respect to each Mortgaged Property, except for the
Mortgaged Properties related to those Mortgage Loans set forth on Schedule I
hereto for which a lender's environmental insurance policy was obtained in lieu
of an Environmental Site Assessment, an Environmental Site Assessment performed
in connection with the origination of the related Mortgage Loan was obtained and
reviewed by the Seller and a copy is included in the Servicing File.

            (b) Such Environmental Site Assessment does not identify, and the
Seller has no actual knowledge of, any adverse circumstances or conditions with
respect to or affecting the Mortgaged Property that would constitute or result
in a material violation of any Environmental Laws, other than with respect to a
Mortgaged Property (i) for which environmental insurance (as set forth on
Schedule II hereto) is maintained, or (ii) which would require any expenditure
greater than 5% of the outstanding principal balance of such Mortgage Loan to
achieve or maintain compliance in all material respects with any Environmental
Laws for which adequate sums, but in no event less than 125% of the estimated
cost as set forth in the Environmental Site Assessment, were reserved in
connection with the origination of the Mortgage Loan and for which the related
Mortgagor has covenanted to perform, or (iii) as to which the related Mortgagor
or one of its affiliates is currently taking or required to take such actions
(which may be the implementation of an operations and maintenance plan), if any,
with respect to such conditions or circumstances as have been recommended by the
Environmental Site Assessment or required by the applicable governmental
authority, or (iv) as to which another responsible party not related to the
Mortgagor with assets reasonably estimated by the Seller at the time of
origination to be sufficient to effect all necessary or required remediation
identified in a notice or other action from the applicable governmental
authority is currently taking or required to take such actions, if any, with
respect to such regulatory authority's order or directive, or (v) as to which
such conditions or circumstances identified in the Environmental Site Assessment
were investigated further and based upon such additional investigation, an
environmental consultant recommended no further investigation or remediation, or
(vi) as to which a party with financial resources reasonably estimated to be
adequate to cure the condition or circumstance provided a guaranty or indemnity
to the related Mortgagor or to the mortgagee to cover the costs of any required
investigation, testing, monitoring or remediation, or (vii) as to which the
related Mortgagor or other responsible party obtained a "No Further Action"
letter or other evidence reasonably acceptable to a prudent commercial mortgage
lender that applicable federal, state, or local governmental authorities had no
current intention of taking any action, and are not requiring any action, in
respect of such condition or circumstance, or (viii) which would not require
substantial cleanup, remedial action or other extraordinary response under any
Environmental Laws reasonably estimated to cost in excess of 5% of the
outstanding principal balance of such Mortgage Loan;

            (c) To the Seller's actual knowledge and in reliance upon the
Environmental Site Assessment, except for any Hazardous Materials being handled
in accordance with applicable Environmental Laws and except for any Hazardous
Materials present at such Mortgaged Property for which, to the extent that an
Environmental Site Assessment recommends remediation or other action, (A) there
exists either (i) environmental insurance with respect to such Mortgaged
Property (as set forth on Schedule II hereto) or (ii) an amount in an escrow
account pledged as security for such Mortgage Loan under the relevant Mortgage
Loan documents equal to no less than 125% of the amount estimated in such
Environmental Site Assessment as sufficient to pay the cost of such remediation
or other action in accordance with such Environmental Site Assessment or (B) one
of the statements set forth in clause (b) above is true, (1) such Mortgaged
Property is not being used for the treatment or disposal of Hazardous Materials;
(2) no Hazardous Materials are being used or stored or generated for off-site
disposal or otherwise present at such Mortgaged Property other than Hazardous
Materials of such types and in such quantities as are customarily used or stored
or generated for off-site disposal or otherwise present in or at properties of
the relevant property type; and (3) such Mortgaged Property is not subject to
any environmental hazard (including, without limitation, any situation involving
Hazardous Materials) which under the Environmental Laws would have to be
eliminated before the sale of, or which could otherwise reasonably be expected
to adversely affect in more than a de minimis manner the value or marketability
of, such Mortgaged Property.

            (d) The related Mortgage or other Mortgage Loan documents contain
covenants on the part of the related Mortgagor requiring its compliance with any
present or future federal, state and local Environmental Laws and regulations in
connection with the Mortgaged Property. The related Mortgagor (or an affiliate
thereof) has agreed to indemnify, defend and hold the Seller, and its successors
and assigns, harmless from and against any and all losses, liabilities, damages,
penalties, fines, expenses and claims of whatever kind or nature (including
attorneys' fees and costs) imposed upon or incurred by or asserted against any
such party resulting from a breach of the environmental representations,
warranties or covenants given by the related Mortgagor in connection with such
Mortgage Loan.

            (e) Each of the Mortgage Loans which is covered by a lender's
environmental insurance policy obtained in lieu of an Environmental Site
Assessment ("In Lieu of Policy") is identified on Schedule I and has an
outstanding principal balance not greater than $3,000,000, and each In Lieu of
Policy is in an amount equal to 125% of the outstanding principal balance of the
related Mortgage Loan and has a term ending no sooner than the date which is
five years after the maturity date (or, in the case of an ARD Loan, the final
maturity date) of the related Mortgage Loan, is non-cancelable by the insurer
during such term and the premium for such policy has been paid in full. All
environmental assessments or updates that were in the possession of the Seller
and that relate to a Mortgaged Property identified on Schedule I as being
insured by an In Lieu of Policy have been delivered to or disclosed to the In
Lieu of Policy carrier issuing such policy prior to the issuance of such policy.

            (22) As of the date of origination of the related Mortgage Loan,
and, as of the Closing Date, the Mortgaged Property is covered by insurance
policies providing the coverage described below and the Mortgage Loan documents
permit the mortgagee to require the coverage described below. All premiums with
respect to the Insurance Policies insuring each Mortgaged Property have been
paid in a timely manner or escrowed to the extent required by the Mortgage Loan
documents, and the Seller has not received any notice of cancellation or
termination. The relevant Servicing File contains the Insurance Policy required
for such Mortgage Loan or a certificate of insurance for such Insurance Policy.
Each Mortgage requires that the related Mortgaged Property and all improvements
thereon are covered by Insurance Policies providing coverage for losses (subject
to customary deductibles) sustained by (A) fire and extended perils included
within the classification "All Risk of Physical Loss" in an amount sufficient to
prevent the Mortgagor from being deemed a co-insurer and to provide coverage in
an amount equal to the lesser of the full replacement cost of such Mortgaged
Property (in some cases exclusive of excavations, underground utilities,
foundations and footings) and the outstanding principal balance of the related
Mortgage Loan with an appropriate endorsement to avoid application of any
coinsurance provision; such policies contain a standard mortgage clause naming
mortgagee and its successor in interest as additional insureds or loss payee, as
applicable; (B) business interruption or rental loss insurance in an amount at
least equal to (a) 12 months of operations or (b) in some cases all rents and
other amounts customarily insured under this type of insurance of the Mortgaged
Property; (C) flood insurance (if any portion of the improvements on the
Mortgaged Property is located in an area identified by the Federal Emergency
Management Agency ("FEMA"), with respect to certain Mortgage Loans and the
Secretary of Housing and Urban Development with respect to other Mortgage Loans,
as having special flood hazards) in an amount not to exceed amounts prescribed
by FEMA; (D) workers' compensation, if required by law; (E) comprehensive
general liability insurance in an amount consistent with the standard utilized
by the Seller with respect to loans it holds for its own account, but not less
than $1 million; all such Insurance Policies contain clauses providing they are
not terminable and may not be terminated, without thirty (30) days prior written
notice to the mortgagee (except where applicable law requires a shorter period
or except for nonpayment of premiums, in which case not less than ten (10) days
prior written notice to the mortgagee is required). In addition, each Mortgage
permits the related mortgagee to make premium payments to prevent the
cancellation thereof and shall entitle such mortgagee to reimbursement therefor.
Any insurance proceeds in respect of a casualty loss or taking will be applied
either to the repair or restoration of all or part of the related Mortgaged
Property or the payment of the outstanding principal balance of the related
Mortgage Loan together with any accrued interest thereon. The related Mortgaged
Property is insured by an Insurance Policy, issued by an insurer meeting the
requirements of such Mortgage Loan and having a claims-paying or financial
strength rating of at least "A-:VIII" from A.M. Best Company or "A-" (or the
equivalent) from Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., Fitch, Inc. or Moody's Investors Service, Inc. An
architectural or engineering consultant has performed an analysis of each of the
Mortgaged Properties located in seismic zones 3 or 4 in connection with the
origination of the related Mortgage Loan in order to evaluate the structural and
seismic condition of such property, for the sole purpose of assessing the
probable maximum loss ("PML") for the Mortgaged Property in the event of an
earthquake. In such instances, the PML was based on a 450 or 475-year lookback
with a 10% probability of exceedance in a 50-year period. If the resulting
report concluded that the PML would exceed 20% of the amount of the replacement
costs of the improvements, earthquake insurance on such Mortgaged Property was
obtained by an insurer rated at least A:VIII by A.M. Best Company or "A-" (or
the equivalent) from Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., Fitch, Inc. or Moody's Investors Service, Inc. If
the Mortgaged Property is located in Florida or within 25 miles of the coast of
Texas, Louisiana, Mississippi, Alabama, Georgia, South Carolina or North
Carolina, such Mortgaged Property is insured by windstorm insurance in an amount
at least equal to the lesser of (i) the outstanding principal balance of such
Mortgage Loan and (ii) 100% of the full insurable value, or 100% of the
replacement cost, of the improvements located on the related Mortgaged Property.
To the Seller's actual knowledge, the insurer issuing each of the foregoing
insurance policies is qualified to write insurance in the jurisdiction where the
related Mortgaged Property is located.

            (23) [Reserved]

            (24) Whether or not a Mortgage Loan was originated by the Seller,
to the Seller's knowledge, with respect to each Mortgage Loan originated by the
Seller and each Mortgage Loan originated by any Person other than the Seller, as
of the date of origination of the related Mortgage Loan, and, to the Seller's
actual knowledge, with respect to each Mortgage Loan originated by the Seller
and any prior holder of the Mortgage Loan, as of the Closing Date, there are no
actions, suits, arbitrations or governmental investigations or proceedings by or
before any court or other governmental authority or agency now pending against
or affecting the Mortgagor under any Mortgage Loan or any of the Mortgaged
Properties which, if determined against such Mortgagor or such Mortgaged
Property, would materially and adversely affect the value of such Mortgaged
Property, the security intended to be provided with respect to the related
Mortgage Loan, or the ability of such Mortgagor and/or the current use of such
Mortgaged Property to generate net cash flow to pay principal, interest and
other amounts due under the related Mortgage Loan; and to the Seller's actual
knowledge there are no such actions, suits or proceedings threatened against
such Mortgagor.

            (25) Each Mortgage Loan complied at origination, in all material
respects, with all of the terms, conditions and requirements of the Seller's, or
if the Seller is not the originator, then, to the knowledge of the Seller, the
originator's, underwriting standards applicable to such Mortgage Loan and since
origination, the Mortgage Loan has been serviced in all material respects in a
legal manner in conformance with the Seller's servicing standards.

            (26) The originator of the Mortgage Loan or the Seller has
inspected or caused to be inspected each related Mortgaged Property within the
12 months prior to the Closing Date.

            (27) The Mortgage Loan documents require the Mortgagor to provide
the holder of the Mortgage Loan with at least annual operating statements,
financial statements and except for Mortgage Loans for which the related
Mortgaged Property is leased to a single tenant, rent rolls.

            (28) All escrow deposits and payments required by the terms of each
Mortgage Loan are in the possession, or under the control of the Seller, and all
amounts required to be deposited by the applicable Mortgagor under the related
Mortgage Loan documents have been deposited, and there are no deficiencies with
regard thereto (subject to any applicable notice and cure period). All of the
Seller's interest in such escrows and deposits will be conveyed by the Seller to
the Purchaser hereunder.

            (29) No two or more Mortgage Loans representing more than 5% of the
aggregate outstanding principal amount of all the mortgage loans included in the
Trust Fund has the same Mortgagor or, to the Seller's knowledge, are to
Mortgagors which are entities controlled by one another or under common control.

            (30) Each Mortgagor with respect to a Mortgage Loan with a
principal balance as of the Cut-off Date in excess of $15,000,000 included in
the Trust Fund is an entity whose organizational documents or related Mortgage
Loan documents provide that it is, and at least so long as the Mortgage Loan is
outstanding will continue to be, a Single Purpose Entity. For this purpose,
"Single Purpose Entity" shall mean a Person, other than an individual, whose
organizational documents or Mortgage Loan documents provide that it shall engage
solely in the business of owning and operating the Mortgaged Property and which
does not engage in any business unrelated to such property and the financing
thereof, does not have any assets other than those related to its interest in
the Mortgaged Property or the financing thereof or any indebtedness other than
as permitted by the related Mortgage or the other Mortgage Loan documents, and
the organizational documents of which require that it have its own separate
books and records and its own accounts, in each case which are separate and
apart from the books and records and accounts of any other Person.

            (31) The gross proceeds of each Mortgage Loan to the related
Mortgagor at origination did not exceed the non-contingent principal amount of
the Mortgage Loan and either: (A) such Mortgage Loan is secured by an interest
in real property having a fair market value (1) at the date the Mortgage Loan
was originated at least equal to 80% of the original principal balance of the
Mortgage Loan or (2) at the Closing Date at least equal to 80% of the original
principal balance of the Mortgage Loan on such date; provided that for purposes
hereof, the fair market value of the real property interest must first be
reduced by (X) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (Y) a proportionate amount of any lien that is
in parity with the Mortgage Loan (unless such other lien secures a Mortgage Loan
that is cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (1) and (2) of this paragraph (31) shall be
made on a pro rata basis in accordance with the fair market values of the
Mortgaged Properties securing such cross-collateralized Mortgage Loan; or (B)
substantially all the proceeds of such Mortgage Loan were used to acquire,
improve or protect the real property which served as the only security for such
Mortgage Loan (other than a recourse feature or other third party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)). If the Mortgage Loan was "significantly modified" prior to
the Closing Date so as to result in a taxable exchange under Section 1001 of the
Code, it either (i) was modified as a result of the default or reasonably
foreseeable default of such Mortgage Loan or (ii) satisfies the provisions of
either clause (A)(1) above (substituting the date of the last such modification
for the date the Mortgage Loan was originated) or clause (A)(2), including the
proviso thereto. The Mortgage Loan is a "qualified mortgage" within the meaning
of Section 860G(a)(3) of the Code (but without regard to the rule in Treasury
Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans
as qualified mortgages). Any prepayment premium and yield maintenance charges
applicable to the Mortgage Loan constitute "customary prepayment penalties"
within the meaning of Treasury Regulations Section 1.860G-1(b)(2).

            (32) The Mortgage Loans contain a "due on sale" clause, which
provides for the acceleration of the payment of the unpaid principal balance of
the Mortgage Loan if, without the prior written consent of the holder of the
Mortgage Loan, the property subject to the Mortgage, or any controlling interest
therein, is directly or indirectly transferred or sold (except that it may
provide for transfers by devise, descent or operation of law upon the death of a
member, manager, general partner or shareholder of a mortgagor and that it may
provide for assignments subject to the Mortgage Loan holder's approval of
transferee, transfers to affiliates, transfers to family members for estate
planning purposes, transfers among existing members, partners or shareholders in
Mortgagor or transfers of passive interests so long as the key principals or
general partner retains control). The Mortgage Loan documents contain a "due on
encumbrance" clause, which provides for the acceleration of the payment of the
unpaid principal balance of the Mortgage Loan if the property subject to the
Mortgage or any controlling interest in the Mortgagor is further pledged or
encumbered, unless the prior written consent of the holder of the Mortgage Loan
is obtained (except that it may provide for assignments subject to the Mortgage
Loan holder's approval of transferee, transfers to affiliates or transfers of
passive interests so long as the key principals or general partner retains
control). As of the Closing Date, the Seller holds no preferred equity interest
in any Mortgagor and the Seller holds no mezzanine debt related to such
Mortgaged Property.

            (33) Except with respect to the AB Mortgage Loans, each Mortgage
Loan is a whole loan and not a participation interest in a mortgage loan.

            (34) Each Mortgage Loan containing provisions for defeasance of
mortgage collateral provides that: defeasance may not occur any earlier than two
years after the Closing Date; and requires or provides (A) the replacement
collateral consist of U.S. "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 when due (up to the maturity date
for the related Mortgage Loan, the Anticipated Repayment Date for ARD Loans or
the date on which the Mortgagor may prepay the related Mortgage Loan without
payment of any prepayment penalty); (B) the loan may be assumed by a Single
Purpose Entity approved by the holder of the Mortgage Loan; (C) counsel provide
an opinion that the trustee has a perfected security interest in such collateral
prior to any other claim or interest; and (D) such other documents and
certifications as the mortgagee may reasonably require which may include,
without limitation, (i) a certification that the purpose of the defeasance is to
facilitate the disposition of the mortgaged real property or any other customary
commercial transaction and not to be part of an arrangement to collateralize a
REMIC offering with obligations that are not real estate mortgages and (ii) a
certification from an independent certified public accountant that the
collateral is sufficient to make all scheduled payments under the Mortgage Note
when due. Each Mortgage Loan containing provisions for defeasance provides that,
in addition to any cost associated with defeasance, the related Mortgagor shall
pay, as of the date the mortgage collateral is defeased, all scheduled and
accrued interest and principal due as well as an amount sufficient to defease in
full the Mortgage Loan. In addition, if the related Mortgage Loan permits
defeasance, then the Mortgage Loan documents provide that the related Mortgagor
shall (a) pay all reasonable fees associated with the defeasance of the Mortgage
Loan and all other reasonable expenses associated with the defeasance, or (b)
provide all opinions required under the related Mortgage Loan documents, and in
the case of loans with an outstanding principal balance as of the Cut-off Date
of $40,000,000 or greater, (1) an REMIC opinion and (2) rating agency letters
confirming that no downgrade or qualification shall occur as a result of the
defeasance.

            (35) In the event that a Mortgage Loan is secured by more than one
Mortgaged Property, then, in connection with a release of less than all of such
Mortgaged Properties, a Mortgaged Property may not be released as collateral for
the related Mortgage Loan unless, in connection with such release, an amount
equal to not less than 125% of the Allocated Loan Amount for such Mortgaged
Property is prepaid or, in the case of a defeasance, an amount equal to 125% of
the Allocated Loan Amount is defeased through the deposit of replacement
collateral (as contemplated in paragraph (34) hereof) sufficient to make all
scheduled payments with respect to such defeased amount, or such release is
otherwise in accordance with the terms of the Mortgage Loan documents.

            (36) Each Mortgaged Property is owned by the related Mortgagor,
except for Mortgaged Properties which are secured in whole or in a part by a
Ground Lease and for out-parcels, and is used and occupied for commercial or
multifamily residential purposes in accordance with applicable law.

            (37) Any material non-conformity with applicable zoning laws
constitutes a legal non-conforming use or structure (i) which, in the event of
casualty or destruction, may be restored or repaired to the full extent of the
use or structure at the time of such casualty, or (ii) for which law and
ordinance insurance coverage has been obtained in amounts consistent with the
standards utilized by the Seller.

            (38) Neither the Seller nor any affiliate thereof has any
obligation to make any capital contributions to the related Mortgagor under the
Mortgage Loan. The Mortgage Loan was not originated for the sole purpose of
financing the construction of incomplete improvements on the related Mortgaged
Property.

            (39) No court of competent jurisdiction will determine in a final
decree that fraud, with respect to the Mortgage Loans has taken place on the
part of the Seller or, to the Seller's actual knowledge, on the part of any
originator, in connection with the origination of such Mortgage Loan.

            (40) The related Mortgage or other Mortgage Loan documents provide
a grace period for delinquent Monthly Payments no longer than ten (10) days from
the applicable payment date.

            (41) The following statements are true with respect to the related
Mortgaged Property: (a) the Mortgaged Property is located on or adjacent to a
dedicated road or has access to an irrevocable easement permitting ingress and
egress and (b) the Mortgaged Property is served by public or private utilities,
water and sewer (or septic facilities) appropriate for the use in which the
Mortgaged Property is currently being utilized.

            (42) None of the Mortgage Loan documents contain any provision that
expressly excuses the related borrower from obtaining and maintaining insurance
coverage for acts of terrorism and, in circumstances where terrorism insurance
is not expressly required, the mortgagee is not prohibited from requesting that
the related borrower maintain such insurance, in each case, to the extent such
insurance coverage is generally available for like properties in such
jurisdictions at commercially reasonable rates. Each Mortgaged Property is
insured by an "all-risk" casualty insurance policy that does not contain an
express exclusion for (or, alternatively, is covered by a separate policy that
insures against property damage resulting from) acts of terrorism.

            (43) An appraisal of the related Mortgaged Property was conducted
in connection with the origination of such Mortgage Loan, and such appraisal
satisfied the guidelines in Title XI of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage
Loan was originated.

            (44) In the case of each related Mortgaged Property that is
operated as a hotel, as of the origination of the Mortgage Loan, the related
Mortgagor's personal property includes all personal property that a prudent
mortgage lender making a similar mortgage loan would deem reasonably necessary
to operate the related Mortgaged Property as it is currently being operated.

Defined Terms:

            The term "Allocated Loan Amount" shall mean, for each Mortgaged
Property, the portion of principal of the related Mortgage Loan allocated to
such Mortgaged Property for certain purposes (including determining the release
prices of properties, if permitted) under such Mortgage Loan as set forth in the
related loan documents. There can be no assurance, and it is unlikely, that the
Allocated Loan Amounts represent the current values of individual Mortgaged
Properties, the price at which an individual Mortgaged Property could be sold in
the future to a willing buyer or the replacement cost of the Mortgaged
Properties.

            The term "Anticipated Repayment Date" shall mean the date on which
all or substantially all of any Excess Cash Flow is required to be applied
toward prepayment of the related Mortgage Loan and on which any such Mortgage
Loan begins accruing Excess Interest.

            The term "ARD Loan" shall have the meaning assigned thereto in the
Pooling and Servicing Agreement.

            The term "Environmental Site Assessment" shall mean (x) a Phase I
environmental report meeting the requirements of the American Society for
Testing and Materials and being generally consistent with assessments of
environmental hazards undertaken by the Seller for similar properties, as of the
date of such assessment, and, (y) if in accordance with customary industry
standards a reasonable lender would require it, a Phase II environmental report,
each report in clauses (x) and (y) was prepared by an independent licensed third
party professional experienced in environmental matters.

            The term "Excess Cash Flow" shall mean the cash flow from the
Mortgaged Property securing an ARD Loan after payments of interest (at the
Mortgage Interest Rate) and principal (based on the amortization schedule), and
(a) required payments for the tax and insurance fund and ground lease escrows
fund, (b) required payments for the monthly debt service escrows, if any, (c)
payments to any other required escrow funds and (d) payment of operating
expenses pursuant to the terms of an annual budget approved by the Servicer and
discretionary (lender approved) capital expenditures.

            The term "Excess Interest" shall mean any accrued and deferred
interest on an ARD Loan in accordance with the following terms. Commencing on
the respective Anticipated Repayment Date each ARD Loan (pursuant to its
existing terms or a unilateral option, as defined in Treasury Regulations under
Section 1001 of the Code, in the Mortgage Loans exercisable during the term of
the Mortgage Loan) generally will bear interest at a fixed rate (the "Revised
Rate") per annum equal to the Mortgage Interest Rate plus a percentage specified
in the related Mortgage Loan documents. Until the principal balance of each such
Mortgage Loan has been reduced to zero (pursuant to its existing terms or a
unilateral option, as defined in Treasury Regulations under Section 1001 of the
Code, in the Mortgage Loans exercisable during the term of the Mortgage Loan),
such Mortgage Loan will only be required to pay interest at the Mortgage
Interest Rate and the interest accrued at the excess of the related Revised Rate
over the related Mortgage Interest Rate will be deferred (such accrued and
deferred interest and interest thereon, if any, is "Excess Interest").

            The term "in reliance on" shall mean that:

            (a) the Seller has examined and relied in whole or in part upon one
      or more of the specified documents or other information in connection with
      a given representation or warranty;

            (b) that the information contained in such document or otherwise
      obtained by the Seller appears on its face to be consistent in all
      material respects with the substance of such representation or warranty;

            (c) the Seller's reliance on such document or other information is
      consistent with the standard of care exercised by prudent lending
      institutions originating commercial mortgage loans; and

            (d) although the Seller is under no obligation to verify
      independently the information contained in any document specified as being
      relied upon by it, the Seller believes the information contained therein
      to be true, accurate and complete in all material respects and has no
      actual knowledge of any facts or circumstances which would render reliance
      thereon unjustified without further inquiry.

The term "Mortgage Interest Rate" shall mean the fixed rate of interest per
annum that each Mortgage Loan bears as of the Cut-off Date.

            The term "Permitted Encumbrances" shall mean:

            (a) the lien of current real property taxes, water charges, sewer
      rents and assessments not yet delinquent or accruing interest or
      penalties;

            (b) covenants, conditions and restrictions, rights of way, easements
      and other matters of public record acceptable to mortgage lending
      institutions generally and referred to in the related mortgagee's title
      insurance policy;

            (c) other matters to which like properties are commonly subject, and

            (d) the rights of tenants, as tenants only, whether under ground
      leases or space leases at the Mortgaged Property.

which together do not materially and adversely affect the related Mortgagor's
ability to timely make payments on the related Mortgage Loan, which do not
materially interfere with the benefits of the security intended to be provided
by the related Mortgage or the use, for the use currently being made, the
operation as currently being operated, enjoyment, value or marketability of such
Mortgaged Property, provided, however, that, for the avoidance of doubt,
Permitted Encumbrances shall exclude all pari passu, second, junior and
subordinated mortgages but shall not exclude mortgages that secure Mortgage
Loans that are cross-collateralized with other Mortgage Loans.

            Other. For purposes of these representations and warranties, the
term "to the Seller's knowledge" shall mean that no officer, employee or agent
of the Seller responsible for the underwriting, origination or sale of the
Mortgage Loans or of any servicer responsible for servicing the Mortgage Loan on
behalf of the Seller, believes that a given representation or warranty is not
true or inaccurate based upon the Seller's reasonable inquiry and during the
course of such inquiry, no such officer, employee or agent of the Seller has
obtained any actual knowledge of any facts or circumstances that would cause
such person to believe that such representation or warranty was inaccurate.
Furthermore, all information contained in documents which are part of or
required to be part of a Mortgage File shall be deemed to be within the Seller's
knowledge. For purposes of these representations and warranties, the term "to
the Seller's actual knowledge" shall mean that an officer, employee or agent of
the Seller responsible for the underwriting, origination and sale of the
Mortgage Loans does not actually know of any facts or circumstances that would
cause such person to believe that such representation or warranty was
inaccurate.

<PAGE>

                                   SCHEDULE I

          MORTGAGE LOANS FOR WHICH A LENDER'S ENVIRONMENTAL POLICY WAS
              OBTAINED IN LIEU OF AN ENVIRONMENTAL SITE ASSESSMENT



                                      NONE

<PAGE>

                                   SCHEDULE II

                          MORTGAGED PROPERTY FOR WHICH
                      ENVIRONMENTAL INSURANCE IS MAINTAINED



Loan No. 74 (Vinebrook)

<PAGE>

                                    EXHIBIT C

                                   EXCEPTIONS

Rep. #

6.      Loan No. 37 (Brinton Portfolio) - The Mortgaged Property also secures
        indebtedness in the amount of $1,147,500 (the "Brinton Portfolio B
        Note"), which Brinton Portfolio B Note was sold as of the closing date
        of the Mortgage Loan to CBA-Mezzanine Capital, LLC or an affiliate
        thereof. The Brinton Portfolio B Note is secured by the Mortgage, and is
        subordinate to the Mortgage Loan being sold hereby pursuant to an
        Intercreditor Agreement, a copy of which is included in the Mortgage
        File. A failure to make a payment due under the Brinton Portfolio B Note
        constitutes a default under this Mortgage Loan.

        Loan No. 126 (Donato Corporate Park #1) - The Mortgaged Property also
        secures indebtedness in the amount of $300,000 (the "Donato B Note"),
        which Donato B Note was sold as of the closing date of the Mortgage Loan
        to CBA-Mezzanine Capital, LLC or an affiliate thereof. The Donato B Note
        is secured by the Mortgage, and is subordinate to the Mortgage Loan
        being sold hereby pursuant to an Intercreditor Agreement, a copy of
        which is included in the Mortgage File. A failure to make a payment due
        under the Donato B Note constitutes a default under this Mortgage Loan.

        Loan No. 136 (Marlton Square Shopping Center) - The Mortgaged Property
        also secures indebtedness in the amount of $325,000 (the "Marlton Square
        B Note"), which Marlton Square B Note was sold as of the closing date of
        the Mortgage Loan to CBA-Mezzanine Capital, LLC or an affiliate thereof.
        The Marlton Square B Note is secured by the Mortgage, and is subordinate
        to the Mortgage Loan being sold hereby pursuant to an Intercreditor
        Agreement, a copy of which is included in the Mortgage File. A failure
        to make a payment due under the Marlton Square B Note constitutes a
        default under this Mortgage Loan.

        Loan No. 71 (Pheasant Run) - The Mortgaged Property also secures
        indebtedness in the amount of $700,000 (the "Pheasant Run B Note"),
        which Pheasant Run B Note was sold as of the closing date of the
        Mortgage Loan to CBA-Mezzanine Capital, LLC or an affiliate thereof. The
        Pheasant Run B Note is secured by the Mortgage, and is subordinate to
        the Mortgage Loan being sold hereby pursuant to an Intercreditor
        Agreement, a copy of which is included in the Mortgage File. A failure
        to make a payment due under the Pheasant Run B Note constitutes a
        default under this Mortgage Loan.

        Loan No. 47 (Metro Corporate Center) - The Mortgaged Property also
        secures indebtedness in the amount of $4,000,000 (the "Metro B Note"),
        which Metro B Note is held by Gramercy Warehouse Funding I LLC. The
        Metro B Note is secured by the Mortgage, and is subordinate to the
        Mortgage Loan being sold hereby pursuant to an Intercreditor Agreement,
        a copy of which is included in the Mortgage File. A failure to make a
        payment due under the Metro B Note constitutes a default under this
        Mortgage Loan.

7.      Loan No. 156 (Frazier Place) - The Mortgagor owns all or a portion of a
        leasehold estate in the Mortgaged Property. One or more of (x) the
        Mortgagor and (y) a person other than the Mortgagor own, collectively,
        100% of the fee estate in the Mortgaged Property, and 100% of the fee
        interest in the Mortgaged Property is encumbered by the Mortgage

        Loan Nos. 99 and 130 (The Summit Building and Tristate Plaza) - The
        following applies to each of these Mortgage Loans: Because the Mortgage
        Loan is structured for tax purposes with an indemnity deed of trust
        ("IDOT"), the guarantor of the related Mortgage Note (instead of the
        related Mortgagor) is the owner of the related Mortgaged Property and
        the related Mortgage encumbers such guarantor's fee interest in the
        related Mortgaged Property.

8.      Loan Nos. 37, 126, 136, 71 and 47 (Brinton Portfolio, Donato Corporate
        Park #1, Marlton Square Shopping Center, Pheasant Run and Metro
        Corporate Center) - See exceptions to Representation #6 above.

10(a).  Loan No. 74 (Vinebrook Plaza) -no individual or entity other than the
        Mortgagor is liable for any breach of the environmental covenants
        contained in the Mortgage Loan documents; however, the Mortgagor is
        required, pursuant to the Mortgage Loan documents, to maintain a
        pollution legal liability insurance policy with respect to the Mortgaged
        Property, naming the holder of the Mortgage Loan as an additional
        insured, in an amount not less than $5,000,000.00 per occurrence and
        $5,000,000.00 in the aggregate.

10(d)   Loan No. 38 (Cadillac Tower) The City of Detroit is a tenant at the
        related Mortgaged Property, under a lease for approximately 171,083
        square feet that, as of the origination of this Mortgage Loan, was to
        have expired on March 31, 2007. The Mortgagor established a reserve of
        $3 million (in the form of a letter of credit), which, pursuant to the
        related Mortgage, was to be held until such time as certain conditions
        more fully set forth in the Mortgage were satisfied, including, without
        limitation, that the Mortgagor renewed or extended the lease with the
        City of Detroit for a specified duration and at a specified rental rate,
        and otherwise on terms and conditions substantially similar to those in
        the existing lease with such tenant, pursuant to a lease approved by the
        holder of the Mortgage (which approval could not unreasonably be
        withheld); upon the Mortgagor entering into such an approved lease, the
        Mortgage provided conditions for the disbursement of this reserve (or
        reduction in and/or termination of the letter of credit). Following the
        origination of this Mortgage Loan, the Mortgagor delivered a draft lease
        for review by the mortgage loan seller; the mortgage loan seller
        notified the Mortgagor that the lease, as drafted, would not meet the
        requirements of the Mortgage for return of the $3 million letter of
        credit (and, further, notified the Mortgagor of the changes required so
        that the draft lease would meet those requirements). Subsequently, the
        related Mortgagor entered into the lease on substantially the terms
        presented for review by the holder of the Mortgage, but without
        incorporating the changes that had been provided; a copy of the executed
        lease and mortgage loan seller's comments thereto have been included in
        the related Mortgage Loan file. The effectiveness of the lease extension
        is conditioned upon the approval (by resolution) of Detroit's City
        Council, which resolution has not been passed at this time.

        The Mortgagor has requested that the entire $3 million letter of credit
        be released notwithstanding the failure to satisfy the requirements of
        the Mortgage, and the mortgage loan seller has given notice that the
        letter of credit would not be released because the conditions were not
        satisfied. Nonetheless, the Mortgagor and related mortgage loan seller
        have engaged in discussions that would, among other things, allow (i) a
        portion of the $3 million letter of credit to be released to pay certain
        brokerage commissions in connection with the lease renewal, (ii) for an
        approximately $250,000 reduction in the letter of credit and (iii)
        provide for the balance of the reserve to be released during the term of
        such lease upon the satisfaction of certain conditions; the mortgage
        loan seller and the Mortgagor have not reached an agreement on these
        matters as of the transfer of the Mortgage Loan to the Trust.

12.     Loan No. 90 (Labcorp Building) - a de minimis portion of the unimproved
        land at the Mortgaged Property may be released from the lien of the
        Mortgage for conveyance to the local government as part of a road
        improvement project.

14(a).  Loan No. 189 (Panda and Souplantation) - The Mortgaged Property is
        comprised of two stand alone buildings (each leased to a separate
        tenant). Each of such tenants is responsible under their respective
        leases for building their own improvements and all of the Mortgagor's
        construction obligations are complete under such leases. The
        construction of the Souplantation building is not yet complete as of the
        Closing Date; however, the tenant under the lease for such building has
        commenced paying rent under its lease.

16.     Loan No. 189 (Panda and Souplantation) - The Souplantation building is
        under construction and a certificate of occupancy has not yet been
        issued for the building; however, the sole tenant at such building has
        commenced paying rent and is obligated under its lease to obtain the
        certificate of occupancy.

        Loan No. 37 (Brinton Portfolio) - the Courtside property requires the
        construction of a clubhouse as a condition to the local government's
        zoning/site plan approval. As of the closing of the Mortgage Loan, this
        had not been completed. An escrow of $250,000 (which was determined by
        the Seller to exceed the cost of construction) has been established with
        Far West Bank, under an agreement that provides, inter alia, that (a)
        the Mortgage Loan holder's approval is required for each disbursement,
        and (b) upon an event of default under the Mortgage Loan, the proceeds
        of the escrow are paid over to the holder of the Mortgage Loan. The
        failure to build the clubhouse at this time is a non-conformity.

        Loan No. 75 (155 Canal Street) - At the closing of the Mortgage Loan, a
        valid temporary certificate of occupancy was in effect covering only the
        cellar and the first floor of the existing building at the Mortgaged
        Property, which such temporary certificate of occupancy expires on April
        18, 2006. Pursuant to the related Mortgage Loan documents, the related
        Mortgagor is obligated to pursue, at its sole cost and expense, the
        issuance of an unconditional permanent certificate of occupancy covering
        the entire Mortgaged Property. The related Mortgage loan is fully
        recourse to Alexander F. Chu and Irene Chu, the sponsors of the related
        Mortgage Loan, until such time as the related Mortgagor obtains an
        unconditional permanent certificate of occupancy covering the entire
        Mortgaged Property.

17.     Loan No. 16 (510 5th Avenue) - The airspace above the Mortgagor's
        building at the Mortgaged Property (the "Airspace") and the development
        rights appurtenant to such Airspace (the "Excess Development Rights")
        have been retained by Chase Bank (a tenant at the Mortgaged Property).
        Until such time as the Excess Development Rights and Airspace have been
        separated from the tax parcel of which the Mortgaged Property forms the
        other part, and the Mortgaged Property comprises its own separate tax
        parcel, Mortgagor's impound account deposits under the Mortgage Loan
        documents shall cover taxes for the Excess Development Rights and
        Airspace also. Upon the Mortgage Loan holder's request, Mortgagor shall
        complete all necessary steps for subdivision of the Mortgaged Property
        from the Excess Development Rights and Airspace, and shall obtain all
        required approvals, to obtain a final separate tax lot for the Mortgaged
        Property. Upon request by the Mortgage Loan holder, Mortgagor shall
        diligently take all steps to obtain the final separate tax lot
        designation for the Mortgaged Property and shall indemnify the Mortgage
        Loan holder against any and all consequences of Mortgagor's not
        obtaining such separate tax lot designation.

        Loan Nos. 189, 108 and 112 (Panda and Souplantation, Staples and
        Petsmart and Babies R Us and Pier 1) - Prior to the closing of these
        Mortgage Loans, the related Mortgaged Properties were all located in a
        common tax lot. Each of these Mortgaged Properties has been legally
        subdivided; however, separate tax assessments have not yet been issued
        by the municipality. The related Mortgagors have entered into a tax
        allocation agreement to be effective until separate tax bills are
        issued.

        Loan No. 115 (Marsh Supermarkets) - as of closing of the Mortgage Loan,
        the Mortgaged Property was not a separate tax lot. Mortgagor has
        deposited an escrow of $58,478.15 with the holder of the Mortgage Loan
        and such escrow shall not be released to Mortgagor until the Mortgaged
        Property constitutes a separate tax lot. The Mortgagor has covenanted in
        the Mortgage Loan documents to cause the Mortgaged Property to
        constitute a separate tax lot prior to the date upon which taxes next
        become due with respect to the Mortgaged Property.

        Loan No. 146 (Sycamore Springs MHC) - At the closing of the Mortgage
        Loan, the Mortgaged Property consisted of two (2) tax parcels, one of
        which covers property other than the Mortgage Property. The Seller has
        been verbally advised by a representative of the tax assessors office in
        the municipality in which the Mortgaged Property is located that
        effective January 1, 2006, or as soon thereafter as the tax assessor
        assesses the Mortgaged Property for the 2006 assessments, the Mortgaged
        Property shall automatically convert to one (1) tax lot without any
        further action taking place, and no portion of such tax lot will cover
        property other than the Mortgaged Property, and no portion of the
        Mortgaged Property will lie in another tax lot. Until such time as the
        Mortgaged Property is assessed as a separate tax lot, the Mortgagor is
        required under the Mortgage, with respect to each of the tax lots in
        which the Mortgaged Property is located, to make escrow deposits for
        taxes for the entire tax lot.

        Loan No. 154 (Eckerd - New Bern) - as of closing of the Mortgage Loan,
        the Mortgaged Property was not a separate tax lot. Until such time as
        the Mortgaged Property is assessed as a separate tax lot, the Mortgagor
        is required under the Mortgage, with respect to each of the tax lots in
        which the Mortgaged property is located, to make escrow deposits for
        taxes for the entire tax lot.

        Loan No. 122 (2007 Beech Grove Place) - As of the closing of the
        Mortgage Loan, the Mortgaged Property was not a separate tax lot and
        included property other than the Mortgaged Property. The Seller has been
        verbally advised by a representative of the tax assessor's office in the
        municipality in which the Mortgaged Property is located that effective
        January 1, 2007, or as soon thereafter as the tax assessor assesses the
        Mortgaged Property for the 2007/2008 fiscal year assessments, the
        Mortgaged Property shall be assigned a separate tax parcel
        identification number and be separately assessed as a single tax parcel,
        with no further action, and no portion of such tax lot will cover
        property other than the Mortgaged Property, and no portion of the
        Mortgaged Property will lie in another tax lot. Until such time as the
        Mortgaged Property is assessed as a separate tax lot, the Mortgagor is
        required under the Mortgage to make escrow deposits for taxes for the
        entire tax lot.

19(b).  Loan No. 90 (Labcorp Building) - See exception to Representation #12
        above.

20(c).  Loan No. 96 (101-01 Foster Avenue) - The holder of the Mortgage can
        become holder of Ground Lease by foreclosure of the Mortgage or
        assignment in lieu of foreclosure without the ground lessor's consent,
        but subsequent assignments of the Ground Lease are subject to the
        consent of the ground lessor (which is The City of New York), not to be
        unreasonably withheld.

22.     Loan No. 18 (San Antonio Marriot Northwest) - $100,000 deductibles are
        permitted for all coverages. In addition, for so long as Columbia Sussex
        Corporation is in control of the Mortgagor, the Mortgagor may have
        deductibles or self-insured retention of up to $1,000,000 provided that
        the Mortgagor and an affiliate of Mortgagor shall remain liable to the
        holder of the Mortgage Loan for any shortfall between the amount
        actually paid under any such policies and the amount that would have
        been paid if the deductibles were $100,000.

        Loan No. 112 (Babies R Us and Pier 1) - The Mortgagor is not required to
        maintain business interruption insurance with respect to the building
        leased to Toys R Us; however, the Mortgagor and a principal of the
        Mortgagor have recourse liability for any loss incurred by Lender in the
        event that such tenant receives a rental abatement or terminates its
        lease due to a casualty at such building and same is not covered by
        business interruption insurance. As of the closing date of the Mortgage
        Loan and as of the Closing Date, business interruption insurance was in
        effect with respect to the building leased to Toys R Us.

        Loan No. 189 (Panda and Souplantation) - The Mortgagor is not required
        to maintain business interruption insurance with respect to the
        Mortgaged Property; however, the Mortgagor and a principal of the
        Mortgagor have recourse liability for any loss incurred by Lender in the
        event that any tenant receives a rental abatement or terminates its
        lease due to a casualty at the Mortgaged Property and same is not
        covered by business interruption insurance. As of the closing date of
        the Mortgage Loan and as of the Closing Date, business interruption
        insurance was not in effect with respect to the Mortgaged Property.

        Loan No. 143 (Royal Palm Towers) - The property insurance in effect as
        of the closing date of the Mortgage Loan provided for 80% coinsurance
        without an agreed amount endorsement; however, such property insurance
        policy provides for $8,250,000 of insurance coverage and the insurable
        value of the property thereunder is approximately $7,900,000
        (accordingly, the co-insurance provisions of such policy will not be
        triggered under these circumstances).

        Loan Nos. 94 and 169 (205 Chubb Avenue and 165 Chubb Avenue) - The
        following applies to each of these Mortgage Loans: The insurers which
        issued the general liability insurance and excess liability insurance
        coverages in effect with respect to the Mortgaged Property do not
        guarantee notice of cancellation to the mortgagee; however, each such
        insurer has agreed that it will endeavor to provide the mortgagee with
        30 days written notice if any such policy which it issued should be
        cancelled before the expiration date thereof.

24.     Loan No. 134 (City Line Apartments) - An affiliate of the Mortgagor
        (AIMCO Equity Services, Inc.) was named in a lawsuit by the Commonwealth
        of Virginia alleging failure to maintain the gas distribution system on
        the Mortgaged Property in accordance with Virginia regulations (up to
        the standard of a utility company). The Mortgagor has informed the
        Seller that it has retained counsel to represent it, and is defending
        the action based on the Mortgagor's belief that it does not operate a
        "master meter system" that requires it to maintain the system to the
        standards imposed on a local utility company. Pursuant to the Mortgage
        Loan documents, a principal of the Mortgagor has agreed to indemnify the
        holder of the Mortgage Loan against any loss or damage resulting from
        such lawsuit.

30.     Loan Nos. 37 and 47 (Brinton Portfolio and Metro Corporate Center) - See
        exceptions to Representation #6 above.

32.     Loan Nos. 37, 126, 136, 71 and 47 (Brinton Portfolio, Donato Corporate
        Park #1, Marlton Square Shopping Center, Pheasant Run and Metro
        Corporate Center) - See exceptions to Representation #6 above.

        Loan Nos. 46, 73, 93, 98, 193, 115 and 169 (Ohio Multifamily Portfolio,
        Plaza Apartments, Chartre Portfolio, Forest Hills, Benchmark, Marsh
        Supermarkets and 165 Chubb Avenue) - The following applies to each of
        these Mortgage Loans: Holders of direct or indirect equity interests in
        the Mortgagor have pledged their direct or indirect interests in the
        Mortgagor to secure a mezzanine loan (a "Mezzanine Loan"). In connection
        with such Mezzanine Loan, the Seller and the mezzanine lender entered
        into an intercreditor agreement, a copy of which is included in the
        related Mortgage File.

        The following applies to each of the Mortgage Loans listed below: The
        related Mortgage provides that direct or indirect equity interests in
        the related Mortgagor may be pledged as security for indebtedness of the
        owners of direct or indirect equity interests in the related Mortgagor,
        under certain conditions more fully set forth in the related Mortgage
        (including, without limitation, limits on the maximum aggregate
        loan-to-value ratio (inclusive of both the Mortgage Loan and such
        mezzanine indebtedness) and the minimum debt service coverage ratio
        (inclusive of both the Mortgage Loan and such mezzanine indebtedness)
        and the requirement of an intercreditor agreement satisfactory to the
        holder of the Mortgage Loan).

               a. Loan No 22 - Deloitte Building
               b. Loan No 160 - Majestic Portfolio
               c. Loan No 182 - 308 E. 209th Street
               d. Loan No 186 - 754 Manida Street
               e. Loan No 180 - 725 Southern Boulevard
               f. Loan No 198 - 1935 Bergen Street
               g. Loan No 81 - Beechmont Retail
               h. Loan No 72 - Binz Law Center
               i. Loan No 137 - Westside Plaza
               j. Loan No 195 - 3035 Wallace Avenue
               k. Loan No 47 - Metro Corporate Center

               (i)
        Loan No. 28 (Metokote U.S. Portfolio) - The Mortgage Loan Documents
        provide that the sale or transfer of stock or interest in (or any
        mergers between) the following affiliates of Mortgagor: (i) Corporate
        Property Associates 14 Incorporated, (ii) Corporate Property Associates
        15 Incorporated, (iii) Corporate Property Associates 12 Incorporated,
        (iv) Corporate Property Associates 16-Global Incorporated, (v) W.P.
        Carey & Co. LLC, (vi) any entity which is controlled, as of the date of
        such sale or transfer of stock or interest or merger, pursuant to an
        advisory agreement, by W.P. Carey & Co. LLC or Carey Asset Management
        Corp. (so long as Carey Asset Management Corp. is a wholly owned
        subsidiary of W.P. Carey & Co. LLC) (each of the entities in the
        foregoing clauses (i) through (vi) are hereinafter referred to as a
        member of the "Carey Group") or (vii) any wholly owned subsidiary of a
        member of the Carey Group (a "Carey Member Subsidiary"), shall not
        require the consent of the holder of the Mortgage Loan so long as the
        applicable company whose stock or interest is being sold or transferred
        (or (x) the surviving entity in the case of a merger among members of
        the Carey Group or (y) the parent of the surviving entity in the case of
        a merger between a Carey Member Subsidiary and a member of the Carey
        Group if the surviving entity is the Carey Member Subsidiary) is
        required to file, with respect to the equity interests of such company,
        periodic reports with the Securities and Exchange Commission under
        Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
        amended.

        Loan No. 171 (Northwest Crossing Shopping Center) - The Mortgage Loan
        documents provide that if the Mortgagor (or any general partner or
        managing member of the Mortgagor) is a Publicly-Held Corporation (as
        defined below), any direct or indirect transfer of stock in such
        corporation, or the issuance of new stock in such corporation is
        permitted without the prior consent of the holder of the Mortgage Loan.
        As used therein, the term "Publicly-Held Corporation" means a
        corporation the outstanding voting stock of which is registered under
        (i) Section 12(b) or 12(g) of the Securities and Exchange Act of 1934,
        as amended; or (ii) with the Toronto or any other recognized
        publicly-traded Canadian Stock Exchange.

        Loan Nos. 66 and 164 (Allendale Shopping Center and McArdle Building ) -
        The following applies to each of these Mortgage Loans: The Mortgage Loan
        documents permit a change of control of the Mortgagor, in the event that
        none of the original Principals are alive and competent, to certain
        relatives who were pre-approved by the holder of the Mortgage Loan and
        defined in the Mortgage as "Approved Control Parties." The original
        Principals whom the holder of the Mortgage Loan approved to control the
        Borrower are Philip Pilevsky, Meir Levy and Shaul Levy.

        Loan No. 45 (Suncom Center) - As of the date hereof, the Mortgagor is
        controlled (directly or indirectly) by Edwin Llwyd Ecclestone, Jr.
        Pursuant to the Mortgage Loan documents, the Mortgage Loan holder's
        consent is not required for (i) the transfer of shares in Lakeview
        Operating Company, the managing member of Lakeview, LLC, which is the
        sole member of the Mortgagor, to certain children of Edwin Llwyd
        Ecclestone, Jr. identified in the Mortgage Loan documents and/or (ii)
        the transfer of up to 99% of the shares in Lakeview, LLC to Ecclestone,
        Jr. Dynasty Trust, which may effect a change of control of the
        Mortgagor.

35.     Loan No. 28 (Metokote - US Portfolio) - Substitution of an individual
        property with a replacement property is permitted upon the terms and
        conditions set forth in Exhibit A to the Mortgage Note, including,
        without limitation, the requirements that (x) the net operating income
        and debt service coverage ratio for the replacement property for the 12
        month period immediately preceding the substitution must be equal to or
        greater than 110% of the net operating income and debt service coverage
        ratio for the released property for the 12 month period immediately
        preceding the substitution and (y) the appraised value of the
        replacement property must be equal to or greater than 110% of the
        greater of (i) the appraised value of the released property on the
        closing date of the Mortgage Loan and (ii) the appraised value of the
        released property on the date of substitution.

37.     Loan No. 37 (Brinton Portfolio) - See exception to Representation #16
        above.

42.     Loan No. 16 (510 Fifth Avenue) - The Mortgage Loan documents provide
        that terrorism insurance shall be limited so that if such coverage
        becomes unavailable at commercially reasonable rates the Mortgagor shall
        be required to purchase such terrorism insurance coverage as can be
        obtained for an amount equal to 200% of the greater of (I) the premiums
        for the "all risk" insurance coverages required under Section 1.4 of the
        Mortgage prior to the change in the terms of such coverage, and (II) the
        premium for the "all risk" insurance coverages (excluding terrorism
        insurance) required under Section 1.4 of the Mortgage after giving
        effect to such change in the terms of coverage.

        Loan No. 18 (San Antonio Marriot Northwest) - The Mortgage Loan
        documents provide that in the event that terrorism insurance rates rise
        significantly or such coverage is not available with an all-risk policy,
        then the cost of the annual premium associated with terrorism insurance
        that the Mortgagor shall be required to incur shall be limited to 200%
        of the cost of the then current premium for all-risk casualty insurance
        without terrorism coverage.

        Loan No. 45 (Suncom Center) - The Mortgage Loan documents provide that
        in the event that terrorism insurance rates rise significantly or such
        coverage is not available with an all-risk policy, the holder of the
        Mortgage Loan shall not require that Mortgagor expend more than $40,000
        for the annual premium associated with terrorism insurance.

        Loan No. 74 (Vinebrook Plaza) - The Mortgage Loan documents provide that
        with respect to terrorism insurance: (1) terrorism insurance shall be
        required on the date of the funding of the Mortgage Loan; (2) during the
        term of the Mortgage Loan, the holder of the Mortgage Loan shall review
        the requirement for terrorism insurance on an annual basis and such
        coverage shall be required by the holder of the Mortgage Loan if it
        determines that such terrorism coverage (in scope and amount) is
        customarily maintained by owners of property types similar to the
        Mortgaged Property (in terms of asset class, location, size, etc.). The
        holder of the Mortgage Loan shall consider the cost of terrorism
        coverage in determining the amount of coverage. Terrorism coverage may
        be waived by the holder of the Mortgage Loan if it determines that such
        coverage is unavailable in the insurance marketplace.

        Loan No. 112 (Babies R Us and Pier 1) - The Mortgagor is not required to
        maintain terrorism insurance with respect to the building leased to Toys
        R Us; however, the Mortgagor and principal of the Mortgagor have
        recourse liability for any loss resulting from mortgagee's agreement not
        to require terrorism insurance for such building. As of the closing date
        of the Mortgage Loan and as of the Closing Date, terrorism insurance was
        in effect with respect to the building leased to Toys R Us.

        Loan No. 189 (Panda and Souplantation) - The Mortgagor is not required
        to maintain terrorism insurance with respect to the Mortgaged Property;
        however, the Mortgagor and principal of the Mortgagor have recourse
        liability for any loss resulting from mortgagee's agreement not to
        require terrorism insurance for the Mortgaged Property. As of the
        closing date of the Mortgage Loan and as of the Closing Date, terrorism
        insurance was not in effect with respect to the Mortgaged Property.

        Loan No: 94 and 169 (205 Chubb Avenue and 165 Chubb Avenue) - The
        Mortgage Loan documents obligate the Mortgagor to maintain terrorism
        insurance. However, the Mortgagor is not obligated to incur a cost for
        any such terrorism insurance that is in excess of two (2) times the cost
        of the "all-risk" insurance required under the Mortgage Loan documents
        for the annual policy period.

        Loan No. 137 (Westside Plaza) - As of the closing date of the Mortgage
        Loan and as of the Closing Date, the property insurance coverage in
        effect with respect to the portion of the Mortgaged Property operated as
        a Denny's restaurant excludes coverage for acts of terrorism and same is
        not required under the Mortgage Loan documents. Denny's occupies
        approximately 3% of the renatable space at the Mortgaged Property.

<PAGE>

                                    EXHIBIT D


                          FORM OF OFFICER'S CERTIFICATE

            I, [______], a duly appointed, qualified and acting [______] of
[___________], a [________] [______] (the "Company"), hereby certify as follows:

1.      I have examined the Mortgage Loan Purchase Agreement, dated as of March
        16, 2006 (the "Agreement"), between the Company and J.P. Morgan Chase
        Commercial Mortgage Securities Corp., and all of the representations and
        warranties of the Company under the Agreement are true and correct in
        all material respects on and as of the date hereof with the same force
        and effect as if made on and as of the date hereof.

2.      The Company has complied with all the covenants and satisfied all the
        conditions on its part to be performed or satisfied under the Agreement
        on or prior to the date hereof and no event has occurred which, with
        notice or the passage of time or both, would constitute a default under
        the Agreement.

3.      I have examined the information regarding the Mortgage Loans in each
        Free Writing Prospectus (as defined in the Indemnification Agreement),
        when read in conjunction with the other Time of Sale Information (as
        defined in the Indemnification Agreement), the Prospectus, dated
        February 17, 2006, as supplemented by the Prospectus Supplement, dated
        March 3, 2006 (collectively, the "Prospectus"), relating to the offering
        of the Class A-1, Class A-2, Class A-3B, Class A-4, Class A-SB, Class
        A-1A, Class A-M, Class A-J, Class X-2, Class B, Class C and Class D
        Certificates, the Private Placement Memorandum, dated March 3, 2006 (the
        "Privately Offered Certificate Private Placement Memorandum"), relating
        to the offering of the Class X-1, Class A-3A, Class E, Class F, Class G,
        Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class
        NR Certificates, and the Residual Private Placement Memorandum, dated
        March 3, 2006 (together with the Privately Offered Certificate Private
        Placement Memorandum, the "Private Placement Memoranda"), relating to
        the offering of the Class R and Class LR Certificates, and nothing has
        come to my attention that would lead me to believe that any Free Writing
        Prospectus, including any diskette attached thereto, when read in
        conjunction with the other Time of Sale Information, as of the Time of
        Sale (as defined in the Indemnification Agreement) or as of the date
        hereof, the Prospectus, as of the date of the Prospectus Supplement or
        as of the date hereof, or the Private Placement Memoranda, as of the
        date of the Private Placement Memoranda or as of the date hereof,
        included or includes any untrue statement of a material fact relating to
        the Mortgage Loans or in the case of any Free Writing Prospectus, when
        read in conjunction with the other Time of Sale Information, omitted or
        omits to state therein a material fact necessary in order to make the
        statements therein relating to the Mortgage Loans, in light of the
        circumstances under which they were made, not misleading.

            Capitalized terms used herein without definition have the meanings
given them in the Agreement.

<PAGE>

            IN WITNESS WHEREOF, I have signed my name this __ day of ______
2006.

                                       By:_____________________________
                                          Name:
                                          Title: