Exhibit 10.1

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

                                   PURCHASER,

                    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

                                     SELLER

                        MORTGAGE LOAN PURCHASE AGREEMENT

                           Dated as of March 16, 2006

                                $1,780,256,663.71

                            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 JPMorgan Chase Bank, National
Association, as seller ("JPMorgan" 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). 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
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 $1,774,264,529.82 (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.

            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 and B 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 and
B 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 and B 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 and B 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").

            SECTION 6. Representations and Warranties.

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

                  (i) it is a national banking association duly organized,
      validly existing, and in good standing under the laws of the United States
      of America;

                  (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 legally authorized to transact business in the
      United States of America. 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 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.

            (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 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.

            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 articles of association and
      by-laws, certified as of a recent date by the Assistant Secretary of the
      Seller;

                  (ii) a copy of a certificate of good standing of the Seller
      issued by the Comptroller of the Currency dated not earlier than sixty
      days prior to the Closing Date;

                  (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 national banking association duly
            organized, validly existing and in good standing under the laws of
            the United States;

                  (B) the Seller has the 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 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 charter 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 any 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, JPMorgan Chase Bank, National Association, 270 Park Avenue, 10th
Floor, New York, New York 10017, Attention: Dennis Schuh, Vice President,
telecopy number (212) 834-6593 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

                                       JPMORGAN CHASE BANK, NATIONAL
                                       ASSOCIATION



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


<PAGE>


                                    EXHIBIT A

                             MORTGAGE LOAN SCHEDULE


JPMCC 2006-CIBC14
Mortgage Loan Schedule (JPM)

<TABLE>
<CAPTION>
Loan #     Mortgagor Name
------     --------------
<S>        <C>
1          HG Galleria I, II, III, L.P., SA Galleria IV, L.P.
2          Rushmore One, LLC, Ballantyne One, LLC, Ballantyne Two, LLC, Ballantyne Three, LLC, Brixham Green One, LLC,LLC,
           Frenette Building, LLC, Hall Buildi
           Brixham Green Two, LLC, Brixham Green Three, LLC, Chandler Building, LLC, Cullman Park, LLC, Rushmore Two,
2.01       Rushmore One, LLC
2.02       Chandler Building, LLC
2.03       Ballantyne Three, LLC
2.04       Simmons Building, LLC
2.05       Hixon Building, LLC
2.06       Cullman Park, LLC
2.07       Brixham Green One, LLC
2.08       Brixham Green Three, LLC
2.09       Ballantyne One, LLC
2.10       Ballantyne Two, LLC
2.11       Richardson Building, LLC
2.12       Brixham Green Two, LLC
2.13       Bissell Hotels 5, LLC
2.14       Frenette Building, LLC
2.15       Hall Building, LLC
2.16       Bissell Hotels 6, LLC
2.17       Rushmore Three, LLC
2.18       Rushmore Two, LLC
2.19       Tate Building, LLC
2.20       Rushmore Four, LLC
2.21       CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
3          CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
4          CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
5          CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
6          CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
7          CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
8          CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
9          CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
10         CRP Holdings A-2, LLC, CRP Holdings T-2, L.P.
11         LHL Realty PH, LLC
12         CJF1 LLC
12.01      CJF1 LLC
12.02      CJF1 LLC
12.03      CJF1 LLC
12.04      CJF1 LLC
12.05      CJF1 LLC
12.06      CJF1 LLC
12.07      CJF1 LLC
12.08      CJF1 LLC
12.09      CJF1 LLC
12.10      CJF1 LLC
12.11      CJF1 LLC
12.12      CJF1 LLC
12.13      CJF1 LLC
12.14      CJF1 LLC
12.15      CJF1 LLC
12.16      CJF1 LLC
13         AG/ARG Avion, L.L.C.
13.01      AG/ARG Avion, L.L.C.
13.02      AG/ARG Avion, L.L.C.
13.03      AG/ARG Avion, L.L.C.
13.04      AG/ARG Avion, L.L.C.
13.05      AG/ARG Avion, L.L.C.
13.06      AG/ARG Avion, L.L.C.
13.07      AG/ARG Avion, L.L.C.
14         Boulder Meridian LP, Lakewood Meridian LP, Temple Meridian LP
14.01      Lakewood Meridian LP
14.02      Temple Meridian LP
14.03      Boulder Meridian LP
15         PCDT, LP
17         Concord Commons, LLC
19         Eager Road Associates West, L.L.C.
20         Rancho Keystone Park, LLC
21         Estancia at Morningstar, L.P.
23         Hometown Cloverleaf, L.L.C.
24         1040 Grant Road Associates III
26         Canyon Portal II, L.L.C.
27         Flamingo East Ltd.
33         CRP Holdings MD, LLC
34         Campus Pointe Associates LLC
39         Hometown Santa Barbara, L.L.C.
40         Thoroughbred Campbell House LLC
41         Natomas Village Partners, LLC
42         Woodland Ridge Apartments, L.L.C.
43         AB Lily Flagg Station Apartments I, LLC, et al
44         Otto A, LLC
55         Vista Associates, Ltd.
56         Tower City Hotel Associates Limited Partnership
57         Kimco Horsham, LP
58         York Nevada Management South, LLC
60         Tulane Holdings, LLC
62         Viva Branchburg, L.L.C.
64         Alfieri-2540 Route 130 Associates, L.P.
65         Oxford Place Associates-Grand Rapids, L.L.C.
67         Pickwick SK Realty, LLC
68         Fiesta III, LLC
70         Salem SK Realty, LLC
80         Fiesta I, LLC
82         407 Broad/Canal LLC
83         Whittier Boulevard Associates, LLC
84         Attic Plus Storage IV, LLP
84.01      Attic Plus Storage IV, LLP
84.02      Attic Plus Storage IV, LLP
84.03      Attic Plus Storage IV, LLP
84.04      Attic Plus Storage IV, LLP
84.05      Attic Plus Storage IV, LLP
84.06      Attic Plus Storage IV, LLP
85         DBL Axel, LLC
86         Irwindale Arrow Investors, LLC
87         The Crossing at 288 Phase I, Ltd.
88         Guilford Stayton, LLC
89         Barringer Foreman II, LLC
91         Wyckford SK Realty, LLC
92         Rancho Barnes Crossing, LLC
95         Lafayette Plaza, LLC
101        Hometown North Glen, L.L.C.
102        Aims Development Corp.
102.01     Aims Development Corp.
102.02     Aims Development Corp.
102.03     Aims Development Corp.
102.04     Aims Development Corp.
102.05     Aims Development Corp.
102.06     Aims Development Corp.
105        K & F Property Strongsville, LLC
107        Lynns Regent, LLC
109        Hometown Hoosier Estates, L.L.C.
110        Southeast FW Center, Ltd.
111        Safe Storage, Inc, Another Safe Storage, LLC, Another Self-Storage, LLC
111.01     Another Safe Storage, LLC
111.02     Another Safe Storage, LLC
111.03     Safe Storage, Inc.
113        Hometown Holiday Estates, L.L.C.
116        Brookwood - Balis, L.L.C.
117        York Woods Center, LLC
118        SouthMetro Centers V, LLC
120        Hometown Shenandoah Estates, L.L.C.
123        Living Defense, LLC
124        KBP Group III, LP
125        K & F Property Alliance, LLC
127        The Cliffs #1 Limited Partnership
128        Hometown Beacon Hill Colony, L.L.C.
129        First Choice Hotel Holdings, Inc.
132        BACE, LLC
135        Pinebrook Apartments, Ltd.
147        RS Summer Chase Apartments I, LLC, et al
148        Nottinghill Gate Lone Star, L.P.
151        Hometown Skyway, L.L.C.
157        George N. Elias, Trustee of the Rita Elias Survivor's Trust Dated April 26, 1997
158        South Tech Simmons 3040C, LLC
162        Lakefront 17, LLC
165        Sunset Apts, LP
166        885 Island Park Drive, LLC
172        Greenfield Partners, LP
174        Origin Saginaw, LLC and BGM Pecos Pads, Inc.
176        JL Arrowhead Fountains, LLC, GS Arrowhead Fountains, LLC, JNS Arrowhead Fountains, LLC and ATZT Arrowhead Fountains, LLC
177        Calx, Ltd
178        TPlus Limited II
179        Valley View Indiana, L.L.C.
181        Camelback Arville Freeway, LLC, Camelback Black Mountain Investment, LLC, JTL Camelback, LLC
183        FAUR WPC (OH) LLC
184        Marketplace Lofts Retail, LLC
185        Maple 108 Associates, Limited Partnership
188        Shelby Sucar, L.P.
190        Frost LLC
191        Belvedere Properties, LLC
192        Clark Technology Centre LLC
194        RCP Richmond, LLC
196        ELJABE, LLC
197        Big Tree Self Storage, LLC


<CAPTION>
Loan #     Property Address
------     ----------------
<S>        <C>
1          5085 Westheimer Road
2          Various

2.01       10840 Ballantyne Commons Parkway
2.02       13860 Ballantyne Corporate Place
2.03       13515 Ballantyne Corprate Place
2.04       13840 Ballantyne Corporate Place
2.05       13850 Ballantyne Corporate Place
2.06       14120 Ballantyne Corporate Place
2.07       15800 John J. Delaney Drive
2.08       13925 Ballantyne Corporate Place
2.09       15720 John J. Delaney Drive
2.10       13777 Ballantyne Corporate Place
2.11       13950 Ballantyne Corporate Place
2.12       13925 Ballantyne Corporate Place
2.13       15735 John J. Delaney Drive
2.14       11016 Rushmore Drive
2.15       11006 Rushmore Drive
2.16       15660 John J. Delaney Drive
2.17       11115 Rushmore Drive
2.18       11001 Rushmore Drive
2.19       15640 John J. Delaney Drive
2.20       11215 Rushmore Drive
2.21       Various
3          7909, 7865, 7875 & 7885 Northcourt Road
4          11320 Random Hills Road
5          1175 McKendree Church Road
6          550, 1000, 1050, 1400-1440, 1441 East Business Center Drive, 1550 Bishop Court and 431 Lakeview Court
7          1815 South Meyers Road
8          5300 Kennedy Road and 5345 Old Dixie Highway
9          14103-14269 NE 200th Street and 19800-19874 141st Place NE
10         1950 - 2050 Roswell Road
11         601 D Street NW
12         Various
12.01      21705-21707 West Mississippi Street
12.02      308 South Division Street
12.03      2727 West Diehl Road
12.04      W165 N5830 Ridgewood Drive
12.05      900 East 103rd Street
12.06      27413 South Baseline Road
12.07      3145 Central Avenue
12.08      1445-1645 Greenleaf Avenue
12.09      6510 West 73rd Street
12.10      7200 South Mason Avenue
12.11      3602 North Kennicott Avenue
12.12      10700 West Waveland Avenue
12.13      800-850 Regency Drive
12.14      920 Frontenac Road
12.15      9700 South Harlem Avenue
12.16      28160 North Keith Drive
13         Various
13.01      14685 Avion Parkway
13.02      3635 Concorde Parkway
13.03      3901 Stonecroft Boulevard
13.04      3650 Concorde Parkway
13.05      14520 Avion Parkway
13.06      14500 Avion Parkway
13.07      14700 Avion Parkway
14         Various
14.01      1805 South Balsam Street
14.02      4312 South 31st Street
14.03      801 Gillaspie Drive
15         2400 North Dallas Parkway
17         150 Concord Commons Place, SW
19         8300 Eager Road
20         13929 North Central Expressway
21         6399 Morningstar Boulevard
23         900 North Broad Street
24         1040 Grant Road
26         270 North Highway 89A
27         901 East 10th Avenue
33         7401 and 7501 Forbes Boulevard, 7375 and 7404 Executive Place
34         2707 South Rutherford Boulevard
39         1600 North Ridgeview Road
40         1375 Harrodsburg Road
41         3810 -3890 Truxel Road
42         18270 Woodland Ridge Lane
43         8309 Whitesburg Way
44         2045 Kerper Boulevard
55         6400 NW 186th Street
56         250 West Huron Road
57         314 Horsham Road
58         6625 South Valley View Boulevard
60         7100 Tulane Road
62         3140 Route 22 West
64         2540 Route 130
65         2009-2143 43rd Street SE and 2060-2088 Eastcastle Drive
67         1130 Raquet Club North Drive
68         7132-7148 Pacific Avenue
70         7007 Courthouse Drive
80         2661-2667 East Florence Avenue, 7119 Seville Avenue
82         407 Broadway
83         5301 Whittier Boulevard
84         Various
84.01      5320 Highway 280
84.02      4246 Valley Road
84.03      423 West Oxmoor Road
84.04      2141 Carson Road
84.05      2611 Pelham Parkway
84.06      3357 Pelham Parkway
85         371 West Eads Parkway
86         16021-16031 East Arrow Highway
87         10621 Broadway
88         8220 and 8240 Stayton Drive
89         14141 Airline Highway
91         7777 Wyckford Court
92         3946 North Gloster Street
95         450 Pike Street
101        18200 US 31 North
102        Various
102.01     2374 Valley Road
102.02     69 Lewis Street
102.03     1810 Maplewood Avenue
102.04     693 McCartney Road
102.05     102 North Centerville Road
102.06     302 West Main Street
105        14741 Pearl Road
107        21003-21007 Commerce Point Drive
109        830 Campbell Street
110        4201 East Berry Street
111        Various
111.01     112 Industry Parkway
111.02     251 Etter Drive
111.03     1030 Elizabeth Street
113        440 68th Street SW
116        3293 Balis Drive
117        200 Windsor Circle
118        1240-1560 Frontage Road West
120        5603 Bullrun Lane
123        4801 & 4831 Telsa Drive
124        4900 State Highway 6 North
125        2412 West State Street
127        2400 East Cliffs Boulevard
128        1112 West Beacon Road
129        5125 Northwest 36th Street
132        6450-6470 Spalding Drive
135        9180 Shadow Creek Lane
147        1811 West Lakeview Drive
148        4505 Aldine Mail Road
151        2952 Skyline Drive
157        8280 West Union Hills Drive
158        3040 Simmons Street
162        5570 Sterrett Place
165        1601 Allen Lane
166        885 Island Park Drive
172        2105 Cedar Bayou Road
174        7361 and 7365 Prairie Falcon Road
176        16680 North 83rd Avenue
177        3268 South Loop West
178        8300 North Lamar Boulevard
179        3164 South Western Avenue
181        4830 North Litchfield Road
183        543 Matzinger Road
184        750 Main Street
185        SEC West Maple Avenue & 108th Street
188        2630 Johnson Drive
190        1728 Hostetter Road
191        422 and 528 Edgefield Road
192        29050 Cabot Drive
194        620 Eastern Bypass
196        9130-9154 Spring Valley Pike and 2000-2014 Beth Ann Way
197        746 Fleet Financial Court

<CAPTION>
Loan #     City                                        State             Zip Code                 County
------     ----                                        -----             --------                 ------
<S>        <C>                                         <C>               <C>                      <C>
1          Houston                                     TX                77056                    Harris
2          Charlotte                                   NC                28277                    Mecklenburg

2.01       Charlotte                                   NC                28277                    Mecklenburg
2.02       Charlotte                                   NC                28277                    Mecklenburg
2.03       Charlotte                                   NC                28277                    Mecklenburg
2.04       Charlotte                                   NC                28277                    Mecklenburg
2.05       Charlotte                                   NC                28277                    Mecklenburg
2.06       Charlotte                                   NC                28277                    Mecklenburg
2.07       Charlotte                                   NC                28277                    Mecklenburg
2.08       Charlotte                                   NC                28277                    Mecklenburg
2.09       Charlotte                                   NC                28277                    Mecklenburg
2.10       Charlotte                                   NC                28277                    Mecklenburg
2.11       Charlotte                                   NC                28277                    Mecklenburg
2.12       Charlotte                                   NC                28277                    Mecklenburg
2.13       Charlotte                                   NC                28277                    Mecklenburg
2.14       Charlotte                                   NC                28277                    Mecklenburg
2.15       Charlotte                                   NC                28277                    Mecklenburg
2.16       Charlotte                                   NC                28277                    Mecklenburg
2.17       Charlotte                                   NC                28277                    Mecklenburg
2.18       Charlotte                                   NC                28277                    Mecklenburg
2.19       Charlotte                                   NC                28277                    Mecklenburg
2.20       Charlotte                                   NC                28277                    Mecklenburg
2.21       Various                                     Various           Various                  Various
3          Houston                                     TX                77040                    Harris
4          Fairfax                                     VA                22030                    Fairfax
5          Lawrenceville                               GA                30043                    Gwinnett
6          Mount Prospect                              IL                60056                    Cook
7          Oakbrook Terrace                            IL                60181                    DuPage
8          Forest Park                                 GA                30297                    Clayton
9          Woodinville                                 WA                98072                    King
10         Marietta                                    GA                30068                    Cobb
11         Washington                                  DC                20004                    District of Columbia
12         Various                                     Various           Various                  Various
12.01      Elwood                                      IL                60421                    Will
12.02      Harvard                                     IL                60033                    McHenry
12.03      Naperville                                  IL                60563                    DuPage
12.04      Menomonee Falls                             WI                53051                    Waukesha
12.05      Chicago                                     IL                60628                    Cook
12.06      Elwood                                      IL                60421                    Will
12.07      Waukegan                                    IL                60085                    Lake
12.08      Elk Grove Village                           IL                60007                    Cook
12.09      Bedford Park                                IL                60638                    Cook
12.10      Bedford Park                                IL                60638                    Cook
12.11      Arlington Heights                           IL                60004                    Cook
12.12      Franklin Park                               IL                60131                    Cook
12.13      Glendale Heights                            IL                60139                    DuPage
12.14      Naperville                                  IL                60563                    DuPage
12.15      Bridgeview                                  IL                60455                    Cook
12.16      Lake Forest                                 IL                60045                    Lake
13         Chantilly                                   VA                20151                    Fairfax
13.01      Chantilly                                   VA                20151                    Fairfax
13.02      Chantilly                                   VA                20151                    Fairfax
13.03      Chantilly                                   VA                20151                    Fairfax
13.04      Chantilly                                   VA                20151                    Fairfax
13.05      Chantilly                                   VA                20151                    Fairfax
13.06      Chantilly                                   VA                20151                    Fairfax
13.07      Chantilly                                   VA                20151                    Fairfax
14         Various                                     Various           Various                  Various
14.01      Lakewood                                    CO                80232                    Jefferson
14.02      Temple                                      TX                76502                    Bell
14.03      Boulder                                     CO                80305                    Boulder
15         Plano                                       TX                75093                    Collin
17         Concord                                     NC                28027                    Cabarrus
19         Brentwood                                   MO                63144                    Saint Louis
20         Dallas                                      TX                75243                    Dallas
21         The Colony                                  TX                75056                    Denton
23         Brooksville                                 FL                34601                    Hernando
24         Mountain View                               CA                94040                    Santa Clara
26         Sedona                                      AZ                86336                    Coconino
27         Hialeah                                     FL                33010                    Miami-Dade
33         Lanham                                      MD                20706                    Prince George's
34         Murfreesboro                                TN                37130                    Rutherford
39         Olathe                                      KS                66061                    Johnson
40         Lexington                                   KY                40504                    Fayette
41         Sacramento                                  CA                95834                    Sacramento
42         Spring Lake                                 MI                49456                    Ottawa
43         Huntsville                                  AL                35802                    Madison
44         Dubuque                                     IA                52001                    Dubuque
55         Hialeah                                     FL                33015                    Miami-Dade
56         Cleveland                                   OH                44113                    Cuyahoga
57         Horsham                                     PA                19044                    Montgomery
58         Las Vegas                                   NV                89118                    Clark
60         Horn Lake                                   MS                38637                    Desoto
62         Branchburg                                  NJ                08876                    Somerset
64         Cranbury                                    NJ                08512                    Middlesex
65         Grand Rapids                                MI                49508                    Kent
67         Indianapolis                                IN                46260                    Marion
68         Huntington Park                             CA                90255                    Los Angeles
70         Indianapolis                                IN                46226                    Marion
80         Huntington Park                             CA                90255                    Los Angeles
82         New York                                    NY                10013                    New York
83         Los Angeles                                 CA                90022                    Los Angeles
84         Various                                     AL                Various                  Various
84.01      Birmingham                                  AL                35242                    Shelby
84.02      Trussville                                  AL                35173                    Jefferson
84.03      Homewood                                    AL                35209                    Jefferson
84.04      Birmingham                                  AL                35215                    Jefferson
84.05      Pelham                                      AL                35124                    Shelby
84.06      Pelham                                      AL                35124                    Shelby
85         Lawrenceburg                                IN                47025                    Dearborn
86         Irwindale                                   CA                91706                    Los Angeles
87         Pearland                                    TX                77584                    Brazoria
88         Jessup                                      MD                20794                    Howard
89         Baton Rouge                                 LA                70817                    East Baton Rouge
91         Indianapolis                                IN                46214                    Marion
92         Tupelo                                      MS                38804                    Lee
95         Marietta                                    OH                45750                    Washington
101        Westfield                                   ID                46074                    Hamilton
102        Various                                     Various           Various                  Various
102.01     Berkeley Springs                            WV                25411                    Morgan
102.02     Whitesville                                 WV                25209                    Boone
102.03     Flint                                       MI                48506                    Genesee
102.04     Campbell                                    OH                44405                    Mahoning
102.05     Sturgis                                     MI                49091                    Saint Joseph
102.06     Hartford                                    MI                49057                    Van Buren
105        Strongsville                                OH                44136                    Cuyahoga
107        City of Industry                            CA                91789                    Los Angeles
109        Lebanon                                     IN                46052                    Boone
110        Fort Worth                                  TX                76105                    Tarrant
111        Nicholasville                               KY                40356                    Jessamine
111.01     Nicholasville                               KY                40356                    Jessamine
111.02     Nicholasville                               KY                40356                    Jessamine
111.03     Nicholasville                               KY                40356                    Jessamine
113        Grand Rapids                                MI                49548                    Kent
116        Baton Rouge                                 LA                70808                    East Baton Rouge
117        Elkhart                                     IN                46516                    Elkhart
118        Stillwater                                  MN                55082                    Washington
120        Boise                                       ID                83714                    Ada
123        Bowie                                       MD                20715                    Prince George's
124        Houston                                     TX                77084                    Harris
125        Alliance                                    OH                44601                    Stark
127        Fayetteville                                AR                72701                    Washington
128        Lakeland                                    FL                33803                    Polk
129        Miami Springs                               FL                33166                    Miami-Dade
132        Norcross                                    GA                30092                    Gwinnett
135        Converse                                    TX                78109                    Bexar
147        Johnson City                                TN                37601                    Washington
148        Houston                                     TX                77039                    Harris
151        Indianapolis                                IN                46241                    Marion
157        Glendale                                    AZ                85308                    Maricopa
158        North Las Vegas                             NV                89032                    Clark
162        Columbia                                    MD                21044                    Howard
165        Texarkana                                   TX                75501                    Bowie
166        Charleston                                  SC                29492                    Berkeley
172        Baytown                                     TX                77070                    Harris
174        Las Vegas                                   NV                89128                    Clark
176        Peoria                                      AZ                85382                    Maricopa
177        Houston                                     TX                77025                    Harris
178        Austin                                      TX                78753                    Travis
179        Marion                                      IN                46053                    Grant
181        Litchfield Park                             AZ                85340                    Maricopa
183        Toledo                                      OH                43612                    Lucas
184        Hopkins                                     MN                55343                    Hennepin
185        Omaha                                       NE                68144                    Douglas
188        Ventura                                     CA                93003                    Ventura
190        San Jose                                    CA                95131                    Santa Clara
191        Belvedere                                   SC                29841                    Aiken
192        Novi                                        MI                48377                    Waryne
194        Richmond                                    KY                40475                    Madison
196        Miamisburg                                  OH                45342                    Montgomery
197        Longwood                                    FL                32750                    Seminole


<CAPTION>
Loan #         Property Name                                    Size              Measure                Interest Rate (%)
------         -------------                                    ----              -------                -----------------
<S>            <C>                                              <C>               <C>                    <C>
1              Houston Galleria                                 1894045           Square Feet            5.34405
2              Ballantyne Corporate Park                        1647906                                  5.70300

2.01           AXA/Equitable                                    169912            Square Feet            5.70300
2.02           Chandler Building                                125470            Square Feet            5.70300
2.03           Ballantyne Three                                 104747            Square Feet            5.70300
2.04           Simmons Building                                 125016            Square Feet            5.70300
2.05           Hixon Building                                   126792            Square Feet            5.70300
2.06           Cullman Park                                     106857            Square Feet            5.70300
2.07           Brixham Green One                                101254            Square Feet            5.70300
2.08           Brixham Green Three                              101267            Square Feet            5.70300
2.09           Ballantyne One                                   101673            Square Feet            5.70300
2.10           Ballantyne Two                                   102014            Square Feet            5.70300
2.11           Richardson Building                              90442             Square Feet            5.70300
2.12           Brixham Green Two                                101206            Square Feet            5.70300
2.13           Staybridge Suites                                118               Rooms                  5.70300
2.14           Frenette Building                                76155             Square Feet            5.70300
2.15           Hall Building                                    77620             Square Feet            5.70300
2.16           Courtyard by Marriott                            90                Rooms                  5.70300
2.17           Lending Tree Building                            37800             Square Feet            5.70300
2.18           ESPN Building                                    37800             Square Feet            5.70300
2.19           Allen Tate @ Ballantyne                          24081             Square Feet            5.70300
2.20           Lending Tree Two                                 37800             Square Feet            5.70300
2.21           Colony II Portfolio                              2910423           Square Feet/Units      5.58900
3              Alamo Crossing Commerce Center                   1047797           Square Feet            5.58900
4              Fair Oaks                                        140094            Square Feet            5.58900
5              Holland Park                                     496               Units                  5.58900
6              Kensington Business Center                       452684            Square Feet            5.58900
7              Oakbrook Terrace Corporate Center III            233367            Square Feet            5.58900
8              Southfield Logistics                             799200            Square Feet            5.58900
9              The Park in Woodinville                          237281            Square Feet            5.58900
10             Azalea Springs                                   232               Units                  5.58900
11             Patrick Henry Building                           520180            Square Feet            5.49100
12             CenterPoint I                                    5391940           Square Feet            5.20400
12.01          21705-21707 West Mississippi Street              1022554           Square Feet            5.20400
12.02          308 South Division Street                        1350450           Square Feet            5.20400
12.03          2727 West Diehl Road                             440343            Square Feet            5.20400
12.04          W165 N5830 Ridgewood Drive                       300120            Square Feet            5.20400
12.05          900 East 103rd Street                            529214            Square Feet            5.20400
12.06          27413 South Baseline Road                        213500            Square Feet            5.20400
12.07          3145 Central Avenue                              292000            Square Feet            5.20400
12.08          1445-1645 Greenleaf Avenue                       150000            Square Feet            5.20400
12.09          6510 West 73rd Street                            309000            Square Feet            5.20400
12.10          7200 South Mason Avenue                          207345            Square Feet            5.20400
12.11          3602 North Kennicott Avenue                      94300             Square Feet            5.20400
12.12          10700 West Waveland Avenue                       134600            Square Feet            5.20400
12.13          800-850 Regency Drive                            48230             Square Feet            5.20400
12.14          920 Frontenac Road                               121220            Square Feet            5.20400
12.15          9700 South Harlem Avenue                         101140            Square Feet            5.20400
12.16          28160 North Keith Drive                          77924             Square Feet            5.20400
13             Avion Business Park Portfolio                    586466            Square Feet            5.58300
13.01          Lakeside I                                       166046            Square Feet            5.58300
13.02          Avion III                                        88686             Square Feet            5.58300
13.03          Avion Tech I                                     102022            Square Feet            5.58300
13.04          Service Center III                               67698             Square Feet            5.58300
13.05          Midrise II                                       56354             Square Feet            5.58300
13.06          Midrise I                                        57345             Square Feet            5.58300
13.07          Avion Tech II                                    48315             Square Feet            5.58300
14             Chartwell II Portfolio                           499               Units                  5.41300
14.01          Lakewood Meridian                                172               Units                  5.41300
14.02          Temple Meridian                                  231               Units                  5.41300
14.03          Boulder Meridian                                 96                Units                  5.41300
15             Park Center                                      235341            Square Feet            5.64000
17             Concord Commons                                  306250            Square Feet            5.25600
19             The Meridian at Brentwood - Phase I              167268            Square Feet            5.57000
20             Keystone Park                                    143261            Square Feet            5.60500
21             Estancia at Morning Star                         300               Units                  5.68000
23             HTA-Clover Leaf                                  780               Pads                   5.40470
24             1040 Grant Road                                  112271            Square Feet            5.57000
26             Canyon Portal 2                                  47422             Square Feet            6.21000
27             Flamingo East Plaza                              252590            Square Feet            5.71000
33             Colony Line-Maryland Corporate Center            224421            Square Feet            5.35330
34             Campus Pointe- Murfreesboro                      512               Beds                   5.21000
39             HTA-Santa Barbara                                484               Pads                   5.40470
40             The Campbell House Crowne Plaza                  290               Rooms                  5.52000
41             Natomas Village                                  37076             Square Feet            5.30000
42             Woodland Ridge Apartments                        366               Units                  5.40000
43             Lily Flagg Station Apartments                    386               Units                  5.87000
44             Eagle Window                                     390000            Square Feet            5.17000
55             Vista Plaza                                      79190             Square Feet            5.60000
56             Chase Financial Tower                            118690            Square Feet            5.55500
57             Horsham Point                                    75206             Square Feet            5.50000
58             Valley View Business Center IV                   120713            Square Feet            5.24000
60             Tulane Park Apartments                           256               Units                  5.70300
62             Viva International Building                      148000            Square Feet            5.81000
64             Cranbury Corporate Campus                        151830            Square Feet            5.34000
65             Oxford Place Apartments                          306               Units                  5.67600
67             Pickwick Place Apartments                        336               Units                  5.48000
68             Plaza De La Fiesta Phases III & IV               48573             Square Feet            5.75000
70             Salem Courthouse Apartments                      388               Units                  5.48000
80             Plaza De La Fiesta Phase I                       38284             Square Feet            5.75000
82             407 Broadway                                     17435             Square Feet            5.45000
83             5301 Whittier Building                           57845             Square Feet            5.59000
84             Attic Plus Self Storage Portfolio                2032              Units                  5.37000
84.01          Highway 280/119 South                            476               Units                  5.37000
84.02          Trussville/Grayson                               453               Units                  5.37000
84.03          Homewood/Bluff Park                              321               Units                  5.37000
84.04          Roebuck/Centerpoint                              283               Units                  5.37000
84.05          Riverchase/Pelham                                351               Units                  5.37000
84.06          Pelham/Alabaster                                 148               Units                  5.37000
85             Dearborn Plaza                                   118325            Square Feet            5.57000
86             Irwindale                                        101044            Square Feet            5.18000
87             The Crossing at 288                              31870             Square Feet            5.50600
88             Stayton Business Center II                       112272            Square Feet            5.56000
89             Barringer Foreman Technology Park                120480            Square Feet            5.45800
91             Wyckford Commons Apartments                      248               Units                  5.52000
92             Shoppes at Barnes Crossing                       75334             Square Feet            5.59000
95             Lafayette Center - Ohio                          140350            Square Feet            5.51000
101            HTA-North Glen Village                           289               Pads                   5.40470
102            Rite Aid Portfolio - Slane Company               64405             Square Feet            5.73500
102.01         Rite Aid - Berkeley Springs WV                   11348             Square Feet            5.73500
102.02         Rite Aid - Whitesville WV                        11180             Square Feet            5.73500
102.03         Rite Aid - Flint MI                              11180             Square Feet            5.73500
102.04         Rite Aid - Campbell OH                           10363             Square Feet            5.73500
102.05         Rite Aid - Sturgis MI                            10167             Square Feet            5.73500
102.06         Rite Aid - Hartford MI                           10167             Square Feet            5.73500
105            Strongsville Plaza                               80110             Square Feet            5.70000
107            21003-21007 Commerce Point Drive                 106726            Square Feet            5.55000
109            HTA-Hoosier Estates                              288               Pads                   5.40470
110            Southeast Center                                 73468             Square Feet            5.27000
111            Safe Storage Portfolio                           1703              Units                  5.66000
111.01         Derby Self Storage                               611               Units                  5.66000
111.02         Secure Self Storage                              441               Units                  5.66000
111.03         Safe Storage                                     651               Units                  5.66000
113            HTA-Holiday Estates                              204               Pads                   5.40470
116            The Storage Center- Balis                        639               Units                  5.67500
117            York Woods Center                                120               Units                  5.54000
118            Valley Ridge                                     83149             Square Feet            5.51000
120            HTA-Shenandoah Estates                           154               Pads                   5.40470
123            MSTC A & B                                       61680             Square Feet            5.69000
124            West Junction Shopping Center                    66532             Square Feet            5.68000
125            Westwood Square                                  78575             Square Feet            5.67000
127            The Cliffs Apts, Phase I                         204               Units                  4.99000
128            HTA-Beacon Hill Colony                           201               Pads                   5.40470
129            Holiday Inn Express                              110               Rooms                  5.88200
132            Spalding Plaza                                   47984             Square Feet            5.57000
135            Shadow Creek Apartments - Converse, TX           108               Units                  5.49000
147            Summer Chase Apartments                          97                Units                  6.00000
148            La Quinta Garden Apartments                      163               Units                  5.75000
151            HTA-Skyway                                       156               Pads                   5.40470
157            Union Hills North                                11878             Square Feet            6.03000
158            3040 Simmons                                     51822             Square Feet            5.70500
162            5570 Sterrett Place                              31609             Square Feet            5.60000
165            Sunset Apartments                                150               Units                  5.85000
166            885 Island Park Drive                            20193             Square Feet            5.72000
172            Greenfield Apartments                            104               Units                  5.23000
174            Origin Business Park                             23268             Square Feet            5.82000
176            Arrowhead Fountains Center                       15425             Square Feet            5.83000
177            Alec Plaza                                       34071             Square Feet            5.30000
178            TPlus Limited                                    60063             Square Feet            5.42000
179            Valley View Plaza                                37000             Square Feet            5.74000
181            Camelback Litchfield Retail Shops                9404              Square Feet            5.55000
183            Faurecia Exhaust Systems, Inc.                   61000             Square Feet            5.16000
184            Hopkins Marketplace Retail                       18216             Square Feet            5.69000
185            Maple 108 Shopping Center                        36149             Square Feet            5.52000
188            Johnson Drive Self Storage                       598               Units                  5.68000
190            1728 Hostetter Road                              7195              Square Feet            5.79000
191            Belvedere Properties                             423               Units                  6.15000
192            Moriseiki                                        18692             Square Feet            5.54000
194            EKU By-Pass                                      14480             Square Feet            5.94000
196            Country Manor Apartments                         20                Units                  6.01000
197            Big Tree Self Storage                            478               Units                  5.92000

<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>
1                5.32335                   290,000,000          290,000,000     120      117            12/01/15               0
2                5.68230                   217,000,000          217,000,000     120      118            01/01/16               0

2.01                                       22,715,000           22,715,000      120      118            01/01/16               0
2.02                                       16,590,000           16,590,000      120      118            01/01/16               0
2.03                                       15,000,000           15,000,000      120      118            01/01/16               0
2.04                                       14,665,000           14,665,000      120      118            01/01/16               0
2.05                                       13,510,000           13,510,000      120      118            01/01/16               0
2.06                                       13,475,000           13,475,000      120      118            01/01/16               0
2.07                                       12,670,000           12,670,000      120      118            01/01/16               0
2.08                                       12,425,000           12,425,000      120      118            01/01/16               0
2.09                                       12,025,000           12,025,000      120      118            01/01/16               0
2.10                                       12,000,000           12,000,000      120      118            01/01/16               0
2.11                                       11,305,000           11,305,000      120      118            01/01/16               0
2.12                                       10,920,000           10,920,000      120      118            01/01/16               0
2.13                                       8,540,000            8,540,000       120      118            01/01/16               0
2.14                                       7,980,000            7,980,000       120      118            01/01/16               0
2.15                                       7,805,000            7,805,000       120      118            01/01/16               0
2.16                                       6,720,000            6,720,000       120      118            01/01/16               0
2.17                                       5,040,000            5,040,000       120      118            01/01/16               0
2.18                                       4,935,000            4,935,000       120      118            01/01/16               0
2.19                                       4,375,000            4,375,000       120      118            01/01/16               0
2.20                                       4,305,000            4,305,000       120      118            01/01/16               0
2.21                                       158,564,000          158,564,000
3                5.56830                   33,112,683           33,112,683      96       96             03/01/14               0
4                5.56830                   23,770,000           23,770,000      72       72             03/01/12               0
5                5.56830                   22,400,000           22,400,000      84       84             03/01/13               0
6                5.56830                   18,000,587           18,000,587      72       72             03/01/12               0
7                5.56830                   16,200,000           16,200,000      72       72             03/01/12               0
8                5.56830                   16,000,000           16,000,000      96       96             03/01/14               0
9                5.56830                   15,580,730           15,580,730      96       96             03/01/14               0
10               5.56830                   13,500,000           13,500,000      84       84             03/01/13               0
11               5.47030                   120,000,000          120,000,000     120      118            01/01/16               0
12               5.18330                   117,450,000          117,450,000     60       53             08/07/10               0
12.01                                      19,800,000           19,800,000      60       53             08/07/10               0
12.02                                      18,738,000           18,738,000      60       53             08/07/10               0
12.03                                      16,020,000           16,020,000      60       53             08/07/10               0
12.04                                      10,035,000           10,035,000      60       53             08/07/10               0
12.05                                      8,820,000            8,820,000       60       53             08/07/10               0
12.06                                      7,515,000            7,515,000       60       53             08/07/10               0
12.07                                      6,840,000            6,840,000       60       53             08/07/10               0
12.08                                      4,464,000            4,464,000       60       53             08/07/10               0
12.09                                      4,230,000            4,230,000       60       53             08/07/10               0
12.10                                      4,185,000            4,185,000       60       53             08/07/10               0
12.11                                      3,438,000            3,438,000       60       53             08/07/10               0
12.12                                      3,060,000            3,060,000       60       53             08/07/10               0
12.13                                      2,880,000            2,880,000       60       53             08/07/10               0
12.14                                      2,655,000            2,655,000       60       53             08/07/10               0
12.15                                      2,475,000            2,475,000       60       53             08/07/10               0
12.16                                      2,295,000            2,295,000       60       53             08/07/10               0
13               5.56230                   95,000,000           95,000,000      120      118            01/01/16               360
13.01                                      29,500,000           29,500,000      120      118            01/01/16               360
13.02                                      15,000,000           15,000,000      120      118            01/01/16               360
13.03                                      13,400,000           13,400,000      120      118            01/01/16               360
13.04                                      10,700,000           10,700,000      120      118            01/01/16               360
13.05                                      9,600,000            9,600,000       120      118            01/01/16               360
13.06                                      9,300,000            9,300,000       120      118            01/01/16               360
13.07                                      7,500,000            7,500,000       120      118            01/01/16               360
14               5.39230                   72,500,000           72,021,798      120      114            09/01/15               360
14.01                                      29,700,000           29,504,102      120      114            09/01/15               360
14.02                                      24,900,000           24,735,762      120      114            09/01/15               360
14.03                                      17,900,000           17,781,933      120      114            09/01/15               360
15               5.61930                   43,400,000           43,400,000      120      118            01/01/16               360
17               5.23530                   31,200,000           31,200,000      120      117            12/01/15               360
19               5.54930                   27,000,000           27,000,000      120      118            01/01/16               360
20               5.54430                   24,260,000           24,260,000      120      118            01/01/16               360
21               5.62930                   22,800,000           22,800,000      120      118            01/01/16               360
23               5.38400                   22,200,000           22,200,000      120      118            01/01/16               360
24               5.54930                   22,000,000           22,000,000      120      118            01/01/16               360
26               6.18930                   21,000,000           21,000,000      60       58             01/01/11               360
27               5.64930                   20,700,000           20,653,081      120      118            01/01/16               360
33               5.33260                   18,360,000           18,360,000      96       96             03/01/14               0
34               5.18930                   18,000,000           17,916,294      120      116            11/01/15               360
39               5.38400                   17,000,000           17,000,000      120      117            12/01/15               360
40               5.49930                   17,000,000           16,893,724      120      116            11/01/15               300
41               5.27930                   16,500,000           16,500,000      120      118            01/01/16               360
42               5.33930                   16,400,000           16,344,920      120      117            12/01/15               360
43               5.79795                   16,300,000           16,300,000      60       58             01/01/11               360
44               5.14930                   15,500,000           15,500,000      120      117            12/01/15               300
55               5.52930                   13,250,000           13,219,422      120      118            01/01/16               360
56               5.53430                   13,200,000           13,200,000      120      118            01/01/16               360
57               5.47930                   13,000,000           12,969,503      120      118            01/01/16               360
58               5.21930                   13,000,000           12,968,176      120      118            01/01/16               360
60               5.68230                   12,560,000           12,560,000      120      119            02/01/16               360
62               5.73930                   12,175,000           12,158,503      120      119            02/01/16               360
64               5.26930                   12,000,000           11,982,905      120      119            02/01/16               360
65               5.60530                   11,800,000           11,800,000      120      118            01/01/16               360
67               5.45930                   11,539,662           11,539,662      120      117            12/01/15               360
68               5.72930                   11,525,000           11,525,000      120      118            01/01/16               360
70               5.45930                   11,015,478           11,015,478      120      117            12/01/15               360
80               5.72930                   9,415,000            9,415,000       120      118            01/01/16               360
82               5.42930                   9,000,000            9,000,000       120      117            12/01/15               360
83               5.51930                   9,000,000            8,979,196       120      118            01/01/16               360
84               5.27930                   9,000,000            8,901,664       180      177            12/01/20               180
84.01                                      2,800,000            2,769,407       180      177            12/01/20               180
84.02                                      2,200,000            2,175,962       180      177            12/01/20               180
84.03                                      1,520,079            1,503,470       180      177            12/01/20               180
84.04                                      1,336,287            1,321,686       180      177            12/01/20               180
84.05                                      1,043,821            1,032,416       180      177            12/01/20               180
84.06                                      99,813               98,722          180      177            12/01/20               180
85               5.54930                   8,840,000            8,840,000       120      119            02/01/16               360
86               5.15930                   8,800,000            8,800,000       120      118            01/01/16               360
87               5.43530                   8,750,000            8,750,000       120      119            02/01/16               360
88               5.47930                   8,500,000            8,500,000       144      141            12/01/17               360
89               5.39730                   8,500,000            8,479,922       120      118            01/01/16               360
91               5.49930                   8,127,297            8,127,297       120      117            12/01/15               360
92               5.51930                   8,080,000            8,080,000       120      117            12/01/15               360
95               5.48930                   8,000,000            7,981,263       120      118            01/01/16               360
101              5.38400                   7,218,000            7,218,000       120      117            12/01/15               360
102              5.66430                   7,122,000            7,105,923       120      118            01/01/16               360
102.01                                     1,187,000            1,184,321       120      118            01/01/16               360
102.02                                     1,187,000            1,184,321       120      118            01/01/16               360
102.03                                     1,187,000            1,184,321       120      118            01/01/16               360
102.04                                     1,187,000            1,184,321       120      118            01/01/16               360
102.05                                     1,187,000            1,184,321       120      118            01/01/16               360
102.06                                     1,187,000            1,184,321       120      118            01/01/16               360
105              5.62930                   7,000,000            6,984,108       120      118            01/01/16               360
107              5.52930                   7,000,000            6,983,713       120      118            01/01/16               360
109              5.38400                   6,900,000            6,900,000       120      118            01/01/16               360
110              5.24930                   6,800,000            6,800,000       120      116            11/01/15               360
111              5.63930                   6,650,000            6,634,803       120      118            01/01/16               360
111.01                                     2,900,000            2,893,373       120      118            01/01/16               360
111.02                                     1,912,500            1,908,129       120      118            01/01/16               360
111.03                                     1,837,500            1,833,301       120      118            01/01/16               360
113              5.38400                   6,280,000            6,280,000       120      118            01/01/16               360
116              5.65430                   6,000,000            5,986,322       120      118            01/01/16               360
117              5.51930                   6,000,000            5,986,016       120      118            01/01/16               360
118              5.43930                   6,000,000            5,973,614       120      116            11/01/15               360
120              5.38400                   5,728,000            5,728,000       120      118            01/01/16               360
123              5.60930                   5,600,000            5,582,190       120      117            12/01/15               360
124              5.65930                   5,520,000            5,507,427       120      118            01/01/16               360
125              5.59930                   5,520,000            5,507,406       120      118            01/01/16               360
127              4.96930                   5,475,000            5,418,449       144      142            01/01/18               144
128              5.38400                   5,325,000            5,325,000       120      117            12/01/15               360
129              5.86130                   5,300,000            5,290,480       120      119            02/01/16               300
132              5.54930                   5,175,000            5,162,998       120      118            01/01/16               360
135              5.39930                   5,100,000            5,077,488       120      116            11/01/15               360
147              5.88930                   4,227,000            4,227,000       60       57             12/01/10               0
148              5.72930                   4,160,000            4,160,000       120      118            01/01/16               360
151              5.38400                   4,133,000            4,133,000       120      118            01/01/16               360
157              6.00930                   3,955,000            3,955,000       120      120            03/01/16               360
158              5.68430                   3,800,000            3,791,380       120      118            01/01/16               360
162              5.57930                   3,650,000            3,650,000       120      117            12/01/15               360
165              5.77930                   3,600,000            3,592,025       120      118            01/01/16               360
166              5.64930                   3,560,000            3,560,000       120      118            01/01/16               360
172              5.20930                   3,300,000            3,284,711       120      116            11/01/15               360
174              5.79930                   3,200,000            3,190,070       120      117            12/01/15               360
176              5.80930                   3,150,000            3,142,999       120      118            01/01/16               360
177              5.27930                   3,000,000            2,986,280       144      140            11/01/17               360
178              5.39930                   3,000,000            2,971,767       120      114            09/01/15               300
179              5.66930                   2,920,000            2,913,414       120      118            01/01/16               360
181              5.52930                   2,850,000            2,837,560       120      116            11/01/15               360
183              5.13930                   2,675,000            2,657,351       84       80             11/01/12               300
184              5.61930                   2,650,000            2,643,974       120      118            01/01/16               360
185              5.44930                   2,600,000            2,600,000       120      118            01/01/16               360
188              5.65930                   2,250,000            2,250,000       120      117            12/01/15               360
190              5.76930                   2,200,000            2,193,134       120      117            12/01/15               360
191              6.07930                   2,150,000            2,140,866       120      117            12/01/15               300
192              5.51930                   2,100,000            2,093,162       120      118            01/01/16               300
194              5.89930                   1,920,000            1,915,809       120      118            01/01/16               360
196              5.98930                   1,520,000            1,513,918       120      116            11/01/15               360
197              5.78430                   1,250,000            1,244,499       120      117            12/01/15               300

<CAPTION>
Loan #    Rem. Amort.  Monthly Debt Service   Servicing Fee Rate  Accrual Type     ARD (Y/N)  ARD Step Up (%)    Title Type
------    -----------  --------------------   ------------------  ------------     ---------  ---------------    ----------
<S>       <C>          <C>                    <C>                 <C>              <C>        <C>                <C>
1           0          1,309,415                0.02000             Actual/360       No                          Fee
2           0          1,045,616                0.02000             Actual/360       No                          Fee

2.01        0          109,452                                      Actual/360       No                          Fee
2.02        0          79,939                                       Actual/360       No                          Fee
2.03        0          72,278                                       Actual/360       No                          Fee
2.04        0          70,663                                       Actual/360       No                          Fee
2.05        0          65,098                                       Actual/360       No                          Fee
2.06        0          64,929                                       Actual/360       No                          Fee
2.07        0          61,050                                       Actual/360       No                          Fee
2.08        0          59,870                                       Actual/360       No                          Fee
2.09        0          57,943                                       Actual/360       No                          Fee
2.10        0          57,822                                       Actual/360       No                          Fee
2.11        0          54,473                                       Actual/360       No                          Fee
2.12        0          52,618                                       Actual/360       No                          Fee
2.13        0          41,150                                       Actual/360       No                          Fee
2.14        0          38,452                                       Actual/360       No                          Fee
2.15        0          37,608                                       Actual/360       No                          Fee
2.16        0          32,380                                       Actual/360       No                          Fee
2.17        0          24,285                                       Actual/360       No                          Fee
2.18        0          23,779                                       Actual/360       No                          Fee
2.19        0          21,081                                       Actual/360       No                          Fee
2.20        0          20,744                                       Actual/360       No                          Fee
2.21                   748,769                                                                                   Fee
3           0          156,364                  0.02000             Actual/360       No                          Fee
4           0          112,246                  0.02000             Actual/360       No                          Fee
5           0          105,777                  0.02000             Actual/360       No                          Fee
6           0          85,002                   0.02000             Actual/360       No                          Fee
7           0          76,499                   0.02000             Actual/360       No                          Fee
8           0          75,555                   0.02000             Actual/360       No                          Fee
9           0          73,575                   0.02000             Actual/360       No                          Fee
10          0          63,750                   0.02000             Actual/360       No                          Fee
11          0          556,726                  0.02000             Actual/360       No                          Fee
12          0          516,416                  0.02000             Actual/360       No                          Fee
12.01       0          87,059                                       Actual/360       No                          Fee
12.02       0          82,389                                       Actual/360       No                          Fee
12.03       0          70,438                                       Actual/360       No                          Fee
12.04       0          44,123                                       Actual/360       No                          Fee
12.05       0          38,781                                       Actual/360       No                          Fee
12.06       0          33,043                                       Actual/360       No                          Fee
12.07       0          30,075                                       Actual/360       No                          Fee
12.08       0          19,628                                       Actual/360       No                          Fee
12.09       0          18,599                                       Actual/360       No                          Fee
12.10       0          18,401                                       Actual/360       No                          Fee
12.11       0          15,117                                       Actual/360       No                          Fee
12.12       0          13,455                                       Actual/360       No                          Fee
12.13       0          12,663                                       Actual/360       No                          Fee
12.14       0          11,674                                       Actual/360       No                          Fee
12.15       0          10,882                                       Actual/360       No                          Fee
12.16       0          10,091                                       Actual/360       No                          Fee
13          360        544,357                  0.02000             Actual/360       No                          Fee
13.01       360        169,037                                      Actual/360       No                          Fee
13.02       360        85,951                                       Actual/360       No                          Fee
13.03       360        76,783                                       Actual/360       No                          Fee
13.04       360        61,312                                       Actual/360       No                          Fee
13.05       360        55,009                                       Actual/360       No                          Fee
13.06       360        53,290                                       Actual/360       No                          Fee
13.07       360        42,976                                       Actual/360       No                          Fee
14          354        407,698                  0.02000             Actual/360       No                          Fee
14.01       354        167,016                                      Actual/360       No                          Fee
14.02       354        140,023                                      Actual/360       No                          Fee
14.03       354        100,659                                      Actual/360       No                          Fee
15          360        250,246                  0.02000             Actual/360       No                          Fee
17          360        172,404                  0.02000             Actual/360       No                          Fee
19          360        154,491                  0.02000             Actual/360       No                          Fee
20          360        139,348                  0.06000             Actual/360       No                          Fee
21          360        132,042                  0.05000             Actual/360       No                          Fee
23          360        124,725                  0.02000             Actual/360       No                          Fee
24          360        125,882                  0.02000             Actual/360       No                          Fee
26          360        128,755                  0.02000             Actual/360       No                          Leasehold
27          358        120,274                  0.06000             Actual/360       No                          Fee
33          0          83,043                   0.02000             Actual/360       No                          Fee
34          356        98,951                   0.02000             Actual/360       No                          Fee
39          360        95,510                   0.02000             Actual/360       No                          Fee
40          296        104,598                  0.02000             Actual/360       No                          Fee
41          360        91,625                   0.02000             Actual/360       No                          Fee
42          357        92,091                   0.06000             Actual/360       No                          Fee
43          360        96,369                   0.07135             Actual/360       No                          Fee
44          300        92,153                   0.02000             Actual/360       No                          Fee
55          358        76,065                   0.07000             Actual/360       No                          Fee
56          360        75,404                   0.02000             Actual/360       No                          Fee
57          358        73,813                   0.02000             Actual/360       No                          Fee
58          358        71,706                   0.02000             Actual/360       No                          Fee
60          360        72,922                   0.02000             Actual/360       No                          Fee
62          359        71,515                   0.07000             Actual/360       No                          Fee
64          359        66,935                   0.07000             Actual/360       No                          Fee
65          360        68,308                   0.07000             Actual/360       No                          Fee
67          360        65,376                   0.02000             Actual/360       No                          Fee
68          360        67,257                   0.02000             Actual/360       No                          Fee
70          360        62,407                   0.02000             Actual/360       No                          Fee
80          360        54,943                   0.02000             Actual/360       No                          Fee
82          360        50,819                   0.02000             Actual/360       No                          Fee
83          358        51,610                   0.07000             Actual/360       No                          Fee
84          177        72,918                   0.09000             Actual/360       No                          Fee
84.01       177        22,686                                       Actual/360       No                          Fee
84.02       177        17,824                                       Actual/360       No                          Fee
84.03       177        12,316                                       Actual/360       No                          Fee
84.04       177        10,827                                       Actual/360       No                          Fee
84.05       177        8,457                                        Actual/360       No                          Fee
84.06       177        809                                          Actual/360       No                          Fee
85          360        50,581                   0.02000             Actual/360       No                          Fee
86          360        48,213                   0.02000             Actual/360       No                          Fee
87          360        49,714                   0.07000             Actual/360       No                          Fee
88          360        48,583                   0.08000             Actual/360       No                          Fee
89          358        48,038                   0.06000             Actual/360       No                          Fee
91          360        46,248                   0.02000             Actual/360       No                          Fee
92          360        46,335                   0.07000             Actual/360       No                          Fee
95          358        45,473                   0.02000             Actual/360       No                          Fee
101         360        40,552                   0.02000             Actual/360       No                          Fee
102         358        41,494                   0.07000             Actual/360       No                          Fee
102.01      358        6,916                                        Actual/360       No                          Fee
102.02      358        6,916                                        Actual/360       No                          Fee
102.03      358        6,916                                        Actual/360       No                          Fee
102.04      358        6,916                                        Actual/360       No                          Fee
102.05      358        6,916                                        Actual/360       No                          Fee
102.06      358        6,916                                        Actual/360       No                          Fee
105         358        40,628                   0.07000             Actual/360       No                          Fee
107         358        39,965                   0.02000             Actual/360       No                          Fee
109         360        38,766                   0.02000             Actual/360       No                          Fee
110         360        37,634                   0.02000             Actual/360       No                          Fee
111         358        38,428                   0.02000             Actual/360       No                          Fee
111.01      358        16,758                                       Actual/360       No                          Fee
111.02      358        11,052                                       Actual/360       No                          Fee
111.03      358        10,618                                       Actual/360       No                          Fee
113         360        35,283                   0.02000             Actual/360       No                          Fee
116         358        34,729                   0.02000             Actual/360       No                          Fee
117         358        34,218                   0.02000             Actual/360       No                          Fee
118         356        34,105                   0.07000             Actual/360       No                          Fee
120         360        32,181                   0.02000             Actual/360       No                          Fee
123         357        32,467                   0.08000             Actual/360       No                          Fee
124         358        31,968                   0.02000             Actual/360       No                          Fee
125         358        31,933                   0.07000             Actual/360       No                          Fee
127         142        50,610                   0.02000             Actual/360       No                          Fee
128         360        29,917                   0.02000             Actual/360       No                          Fee
129         299        33,767                   0.02000             Actual/360       No                          Fee
132         358        29,611                   0.02000             Actual/360       No                          Fee
135         356        28,925                   0.09000             Actual/360       No                          Fee
147         0          21,429                   0.11000             Actual/360       No                          Fee
148         360        24,277                   0.02000             Actual/360       No                          Fee
151         360        23,220                   0.02000             Actual/360       No                          Fee
157         360        23,789                   0.02000             Actual/360       No                          Fee
158         358        22,067                   0.02000             Actual/360       No                          Fee
162         360        20,954                   0.02000             Actual/360       No                          Fee
165         358        21,238                   0.07000             Actual/360       No                          Fee
166         360        20,707                   0.07000             Actual/360       No                          Fee
172         356        18,182                   0.02000             Actual/360       No                          Fee
174         357        18,817                   0.02000             Actual/360       No                          Fee
176         358        18,543                   0.02000             Actual/360       No                          Fee
177         356        16,659                   0.02000             Actual/360       No                          Fee
178         294        18,280                   0.02000             Actual/360       No                          Fee
179         358        17,022                   0.07000             Actual/360       No                          Fee
181         356        16,272                   0.02000             Actual/360       No                          Fee
183         296        15,888                   0.02000             Actual/360       No                          Fee
184         358        15,364                   0.07000             Actual/360       No                          Fee
185         360        14,795                   0.07000             Actual/360       No                          Fee
188         360        13,031                   0.02000             Actual/360       No                          Fee
190         357        12,895                   0.02000             Actual/360       No                          Fee
191         297        14,050                   0.07000             Actual/360       No                          Fee
192         298        12,946                   0.02000             Actual/360       No                          Fee
194         358        11,437                   0.04000             Actual/360       No                          Fee
196         356        9,123                    0.02000             Actual/360       No                          Fee
197         297        7,993                    0.13500             Actual/360       No                          Fee

<CAPTION>
Loan #         Crossed Loan    Originator/Loan Seller
------         ------------    ----------------------
<S>            <C>             <C>
1                              JPMCB
2                              JPMCB

2.01                           JPMCB
2.02                           JPMCB
2.03                           JPMCB
2.04                           JPMCB
2.05                           JPMCB
2.06                           JPMCB
2.07                           JPMCB
2.08                           JPMCB
2.09                           JPMCB
2.10                           JPMCB
2.11                           JPMCB
2.12                           JPMCB
2.13                           JPMCB
2.14                           JPMCB
2.15                           JPMCB
2.16                           JPMCB
2.17                           JPMCB
2.18                           JPMCB
2.19                           JPMCB
2.20                           JPMCB
2.21                           JPMCB
3              A               JPMCB
4              A               JPMCB
5              A               JPMCB
6              A               JPMCB
7              A               JPMCB
8              A               JPMCB
9              A               JPMCB
10             A               JPMCB
11                             JPMCB
12                             JPMCB
12.01                          JPMCB
12.02                          JPMCB
12.03                          JPMCB
12.04                          JPMCB
12.05                          JPMCB
12.06                          JPMCB
12.07                          JPMCB
12.08                          JPMCB
12.09                          JPMCB
12.10                          JPMCB
12.11                          JPMCB
12.12                          JPMCB
12.13                          JPMCB
12.14                          JPMCB
12.15                          JPMCB
12.16                          JPMCB
13                             JPMCB
13.01                          JPMCB
13.02                          JPMCB
13.03                          JPMCB
13.04                          JPMCB
13.05                          JPMCB
13.06                          JPMCB
13.07                          JPMCB
14                             JPMCB
14.01                          JPMCB
14.02                          JPMCB
14.03                          JPMCB
15                             JPMCB
17                             JPMCB
19                             JPMCB
20                             JPMCB
21                             JPMCB
23                             JPMCB
24                             JPMCB
26                             JPMCB
27                             JPMCB
33                             JPMCB
34                             JPMCB
39                             JPMCB
40                             JPMCB
41                             JPMCB
42                             JPMCB
43                             JPMCB
44                             JPMCB
55                             JPMCB
56                             JPMCB
57                             JPMCB
58                             JPMCB
60                             JPMCB
62                             JPMCB
64                             JPMCB
65                             JPMCB
67                             JPMCB
68                             JPMCB
70                             JPMCB
80                             JPMCB
82                             JPMCB
83                             JPMCB
84                             JPMCB
84.01                          JPMCB
84.02                          JPMCB
84.03                          JPMCB
84.04                          JPMCB
84.05                          JPMCB
84.06                          JPMCB
85                             JPMCB
86                             JPMCB
87                             JPMCB
88                             JPMCB
89                             JPMCB
91                             JPMCB
92                             JPMCB
95                             JPMCB
101                            JPMCB
102                            JPMCB
102.01                         JPMCB
102.02                         JPMCB
102.03                         JPMCB
102.04                         JPMCB
102.05                         JPMCB
102.06                         JPMCB
105                            JPMCB
107                            JPMCB
109                            JPMCB
110                            JPMCB
111                            JPMCB
111.01                         JPMCB
111.02                         JPMCB
111.03                         JPMCB
113                            JPMCB
116                            JPMCB
117                            JPMCB
118                            JPMCB
120                            JPMCB
123                            JPMCB
124                            JPMCB
125                            JPMCB
127                            JPMCB
128                            JPMCB
129                            JPMCB
132                            JPMCB
135                            JPMCB
147                            JPMCB
148                            JPMCB
151                            JPMCB
157                            JPMCB
158                            JPMCB
162                            JPMCB
165                            JPMCB
166                            JPMCB
172                            JPMCB
174                            JPMCB
176                            JPMCB
177                            JPMCB
178                            JPMCB
179                            JPMCB
181                            JPMCB
183                            JPMCB
184                            JPMCB
185                            JPMCB
188                            JPMCB
190                            JPMCB
191                            JPMCB
192                            JPMCB
194                            JPMCB
196                            JPMCB
197                            JPMCB

<CAPTION>
Loan #   Guarantor
------   ---------
<S>      <C>
1        Simon Property Group L.P., Walton Street Capital, LLC, Institutional Mall Investors LLC
2        H.C. Bissell

2.01     H.C. Bissell
2.02     H.C. Bissell
2.03     H.C. Bissell
2.04     H.C. Bissell
2.05     H.C. Bissell
2.06     H.C. Bissell
2.07     H.C. Bissell
2.08     H.C. Bissell
2.09     H.C. Bissell
2.10     H.C. Bissell
2.11     H.C. Bissell
2.12     H.C. Bissell
2.13     H.C. Bissell
2.14     H.C. Bissell
2.15     H.C. Bissell
2.16     H.C. Bissell
2.17     H.C. Bissell
2.18     H.C. Bissell
2.19     H.C. Bissell
2.20     H.C. Bissell
2.21     Colony Capital
3        Colony Capital
4        Colony Capital
5        Colony Capital
6        Colony Capital
7        Colony Capital
8        Colony Capital
9        Colony Capital
10       Colony Capital
11       Liane Ginsberg, Laurence Ginsberg, Hilary Carla Feshbach
12       CenterPoint James Fielding LLC
12.01    CenterPoint James Fielding LLC
12.02    CenterPoint James Fielding LLC
12.03    CenterPoint James Fielding LLC
12.04    CenterPoint James Fielding LLC
12.05    CenterPoint James Fielding LLC
12.06    CenterPoint James Fielding LLC
12.07    CenterPoint James Fielding LLC
12.08    CenterPoint James Fielding LLC
12.09    CenterPoint James Fielding LLC
12.10    CenterPoint James Fielding LLC
12.11    CenterPoint James Fielding LLC
12.12    CenterPoint James Fielding LLC
12.13    CenterPoint James Fielding LLC
12.14    CenterPoint James Fielding LLC
12.15    CenterPoint James Fielding LLC
12.16    CenterPoint James Fielding LLC
13       Advance Realty Group, LLC
13.01    Advance Realty Group, LLC
13.02    Advance Realty Group, LLC
13.03    Advance Realty Group, LLC
13.04    Advance Realty Group, LLC
13.05    Advance Realty Group, LLC
13.06    Advance Realty Group, LLC
13.07    Advance Realty Group, LLC
14       ING Management Limited
14.01    ING Management Limited
14.02    ING Management Limited
14.03    ING Management Limited
15       GFW Trust
17       Daniel Halberstein, Alex Halberstein
19       Don C. Musick III, Alan R. Skop and Adolphus A. Busch IV
20       Michel Kucinski
21       John F. Flournoy, Flournoy Development Company, LLC
23       Hometown America, L.L.C.
24       John Volckmann
26       Albert B. Spector Jr., Jack Gechman
27       Dalia Glottmann
33       CRP Holdings A, L.P.
34       John C. Hayes, Jr., Britin H. Boatright, Jon Moffett, Spencer Graves, John R. Rucker, II
39       Hometown America, L.L.C.
40       Stephen D. Dawahare, Joseph G. Montgomery, Jr.
41       Erwin J. Plesko
42       William J. Fettis, Dennis L. Cherette
43       Robert J. Brenner, Leonard W. Couzijn, Daniel Martin Croke, Susan Lynne Croke, Vincent Galvante, Ruth Galvante, Donald E.
         Steele, Nancy N. Steele, Kimble T. Cater, Christine M. Cater, Robert E. Cater, Hope M. Ansbacher Cater,
         Michael D. Walker, Robert Com
44       Herman Ahlers, Donna Ahlers and Ahlers Family Trust
55       Dalia Glottmann
56       Tower City Hotel Associates Limited Partnership
57       Kubs Income Fund I, LP
58       Terrall C. York
60       Doron Goldschmidt, Gavriel Alexander
62       Harvey Ross
64       Michael Alfieri
65       William J. Fettis, Dennis L. Cherette
67       Norman Schwab
68       James Watson, Judy Watson
70       Norman Schwab
80       James Watson, Judy Watson
82       Earle Altman
83       Pedram Cohen, Roya Perry Cohen
84       Samuel R. Flowers, D. Frank Davis
84.01    Samuel R. Flowers, D. Frank Davis
84.02    Samuel R. Flowers, D. Frank Davis
84.03    Samuel R. Flowers, D. Frank Davis
84.04    Samuel R. Flowers, D. Frank Davis
84.05    Samuel R. Flowers, D. Frank Davis
84.06    Samuel R. Flowers, D. Frank Davis
85       Hartunian Family Trust
86       Arthur Britcher and Robert Anderson
87       Herbert D. Weitzman
88       Bavar I Limited Partnership, L.L.L.P.
89       Edward St. John LLC, Per Properties LLC
91       Norman Schwab
92       Michel Kucinski
95       Albert Nigri
101      Hometown America, L.L.C.
102      Daniel M. Slane, Charles J. Slane
102.01   Daniel M. Slane, Charles J. Slane
102.02   Daniel M. Slane, Charles J. Slane
102.03   Daniel M. Slane, Charles J. Slane
102.04   Daniel M. Slane, Charles J. Slane
102.05   Daniel M. Slane, Charles J. Slane
102.06   Daniel M. Slane, Charles J. Slane
105      Demetrios N. Frangias
107      Gavin Lam, Sze Kwong Lam, Apryl Wai Yean Tam
109      Hometown America, L.L.C.
110      S.J. Hurley, IV, David Scott Watson
111      George Burgess Carey, IV
111.01   George Burgess Carey, IV
111.02   George Burgess Carey, IV
111.03   George Burgess Carey, IV
113      Hometown America, L.L.C.
116      R. Craig Smith
117      Jack P. Cittadine
118      Kriss Novak, Steven Pajor, and Robert Bergenthal
120      Hometown America, L.L.C.
123      Edward St. John
124      Kim Oanh T. Nguyen
125      Demetrios N. Frangias
127      Roy E. Stanley, J. E. Lindsey Family Limited Partnership, The Cliffs, Inc. and
         Underwood Family Cliffs Limited Partnership #1
128      Hometown America, L.L.C.
129      Sunburst Hospitality Corporation
132      William P. Barnes
135      Gary L. Marcrum
147      William P. Buckley, Teresa M. Buckley, Brian R. Saltzman and Pamela Saltzman, as trustees of the Saltzman Trust,
         dated September 1995, Gary R. Perez, Steven D. Erickson, LLC, David L. Comstock and Susan C. Comstock, as trustees
         of the Comstock Family 2003
148      Bentley Richards
151      Hometown America, L.L.C.
157      George N. Elias
158      Tom E. Hallett and Tonya Hallett
162      Creighton E. Northrop, Joel Marc Anderson, R. Wayne Moore, Michael Cox
165      E. Charles Rieckhoff, II, Bettina E.D. Rey
166      William L. Walde
172      Ryder, Stilwell Properties, Inc.
174      Juergent Gruner and Christa G. Gruner
176      Philip Stratiner, Gary N. Stratiner, Janice I. Lewis
177      Simi Investment Company, Ltd .
178      Thomas A. Goebel and Thomas A Goebel, Inc.
179      Lawrence Goodman
181      Arville Freeway LLC, Black Mountain Investment LLC, Michael Mitriani Revocable Trust Dated August 16, 2004,
         Jason Lybbert, Tracie Lybbert, Marvin Strusser, Inc., Venture Holdings, Inc., Marvin Strusser and Sheila Strusser Trust
183      W.P. Carey & Co. LLC
184      Colleen M. Carey
185      Harlan J. Noddle and Joseph Kirshenbaum
188      Glynne C. Couvillion, Gillian K. Couvillion and Carlo Sarmiento
190      Anthony C. Morici
191      Mark W. Davis
192      Neil J. Sosin
194      Royce C. Pulliam
196      Leslie Bruhn
197      Richard P. Moran and F. Andrew Moran

<CAPTION>
                                                               UPFRONT ESCROW
                          ---------------------------------------------------------------------------------------------
Loan #  Letter of Credit  Upfront CapEx Reserve    Upfront Eng. Reserve    Upfront Envir. Reserve  Upfront TI/LC Reserve
------  ----------------  ---------------------    --------------------    ----------------------  ---------------------
<S>     <C>               <C>                      <C>                     <C>                     <C>

1       No                0.00                     0.00                    0.00                    0.00
2       4,891,428.8       0.00                     0.00                    0.00                    0.00

2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.10
2.11
2.12
2.13
2.14
2.15
2.16
2.17
2.18
2.19
2.20
2.21    No                0.00                     0.00                    0.00                    0.00
3       No                0.00                                             0.00                    0.00
4       No                0.00                                             0.00                    0.00
5       No                0.00                                             0.00                    0.00
6       No                0.00                                             0.00                    0.00
7       No                0.00                                             0.00                    0.00
8       No                0.00                                             0.00                    0.00
9       No                0.00                                             0.00                    0.00
10      No                0.00                                             0.00                    0.00
11      No                0.00                     0.00                    0.00                    0.00
12      No                0.00                     0.00                    0.00                    0.00
12.01   No
12.02   No
12.03   No
12.04   No
12.05   No
12.06   No
12.07   No
12.08   No
12.09   No
12.10   No
12.11   No
12.12   No
12.13   No
12.14   No
12.15   No
12.16   No
13      No                0.00                     0.00                    0.00                    0.00
13.01   No
13.02   No
13.03   No
13.04   No
13.05   No
13.06   No
13.07   No
14      No                0.00                     132,200.00              0.00                    0.00
14.01   No
14.02   No
14.03   No
15      No                0.00                     0.00                    0.00                    2,340,000.00
17      1,500,000.0       0.00                     0.00                    0.00                    0.00
19      No                0.00                     0.00                    0.00                    0.00
20      No                0.00                     0.00                    0.00                    0.00
21      800,000.0         0.00                     0.00                    0.00                    0.00
23      No                0.00                     0.00                    0.00                    0.00
24      No                0.00                     0.00                    0.00                    0.00
26      No                0.00                     0.00                    0.00                    0.00
27      512,640           0.00                     3,125.00                0.00                    0.00
33      No                0.00                     0.00                    0.00                    0.00
34      No                0.00                     0.00                    0.00                    0.00
39      No                0.00                     0.00                    0.00                    0.00
40      1,500,000.0       0.00                     12,188.00               0.00                    0.00
41      No                0.00                     0.00                    0.00                    0.00
42      750,000.0         0.00                     0.00                    0.00                    0.00
43      No                0.00                     0.00                    155,000.00              0.00
44      No                0.00                     0.00                    0.00                    0.00
55      318,600           0.00                     0.00                    0.00                    0.00
56      No                0.00                     0.00                    0.00                    0.00
57      No                0.00                     0.00                    0.00                    0.00
58      No                0.00                     0.00                    0.00                    0.00
60      No                0.00                     0.00                    0.00                    0.00
62      No                0.00                     0.00                    0.00                    0.00
64      No                0.00                     8,312.50                0.00                    0.00
65      750,000.0         0.00                     0.00                    0.00                    0.00
67      No                0.00                     1,600.00                0.00                    0.00
68      No                0.00                     0.00                    0.00                    238,000.00
70      No                0.00                     0.00                    1,600.00                0.00
80      No                0.00                     0.00                    0.00                    112,000.00
82      No                0.00                     0.00                    0.00                    0.00
83      No                0.00                     0.00                    0.00                    150,000.00
84      No                0.00                     23,336.25               0.00                    0.00
84.01   No
84.02   No
84.03   No
84.04   No
84.05   No
84.06   No
85      No                0.00                     0.00                    0.00                    0.00
86      No                325,000.00               26,125.00               0.00                    0.00
87      No                0.00                     0.00                    0.00                    0.00
88      No                0.00                     0.00                    0.00                    0.00
89      No                0.00                     0.00                    0.00                    0.00
91      No                0.00                     17,325.00               1,600.00                0.00
92      557,595.0         0.00                     10,000.00               0.00                    0.00
95      No                0.00                     0.00                    0.00                    0.00
101     No                0.00                     0.00                    0.00                    0.00
102     No                0.00                     0.00                    0.00                    0.00
102.01  No
102.02  No
102.03  No
102.04  No
102.05  No
102.06  No
105     No                0.00                     0.00                    0.00                    290,400.00
107     No                0.00                     0.00                    0.00                    0.00
109     No                0.00                     0.00                    0.00                    0.00
110     No                0.00                     0.00                    0.00                    0.00
111     No                0.00                     0.00                    0.00                    0.00
111.01  No
111.02  No
111.03  No
113     No                0.00                     0.00                    0.00                    0.00
116     No                0.00                     0.00                    0.00                    0.00
117     No                0.00                     13,750.00               0.00                    0.00
118     No                0.00                     0.00                    0.00                    0.00
120     No                0.00                     0.00                    0.00                    0.00
123     No                0.00                     0.00                    0.00                    158,918.00
124     No                0.00                     0.00                    0.00                    50,000.00
125     No                0.00                     0.00                    0.00                    0.00
127     No                0.00                     0.00                    0.00                    0.00
128     No                0.00                     0.00                    0.00                    0.00
129     No                0.00                     0.00                    0.00                    0.00
132     No                14,395.20                125,660.00              0.00                    0.00
135     No                0.00                     0.00                    0.00                    0.00
147     No                0.00                     0.00                    0.00                    0.00
148     No                0.00                     106,570.85              0.00                    0.00
151     No                0.00                     0.00                    0.00                    0.00
157     No                0.00                     0.00                    0.00                    0.00
158     No                0.00                     0.00                    0.00                    0.00
162     No                0.00                     0.00                    0.00                    50,000.00
165     No                0.00                     0.00                    0.00                    0.00
166     100,000.0         0.00                     0.00                    0.00                    0.00
172     No                0.00                     8,625.00                0.00                    0.00
174     No                0.00                     0.00                    0.00                    0.00
176     No                0.00                     0.00                    0.00                    0.00
177     No                0.00                     0.00                    0.00                    0.00
178     No                0.00                     0.00                    0.00                    0.00
179     No                0.00                     0.00                    0.00                    0.00
181     No                0.00                     0.00                    0.00                    121,875.00
183     No                0.00                     0.00                    0.00                    0.00
184     No                0.00                     0.00                    0.00                    0.00
185     No                0.00                     425,885.00              0.00                    0.00
188     No                0.00                     0.00                    0.00                    0.00
190     No                0.00                     0.00                    0.00                    0.00
191     No                0.00                     12,871.00               0.00                    0.00
192     No                0.00                     0.00                    0.00                    0.00
194     11,027.0          0.00                     0.00                    0.00                    0.00
196     No                0.00                     0.00                    0.00                    0.00
197     No                0.00                     6,324.00                    0.00                0.00

<CAPTION>
                                 UPFRONT ESCROW                                               MONTHLY ESCROW
          ---------------------------------------------------------------------    ----------------------------------------------
Loan #    Upfront RE Tax Reserve   Upfront Ins. Reserve   Upfront Other Reserve     Monthly Capex Reserve  Monthly Envir. Reserve
------    ----------------------   --------------------   ---------------------     ---------------------  ----------------------
<S>       <C>                      <C>                    <C>                       <C>                    <C>
1         0.00                     0.00                   0.00                     0.00                   0.00
2         0.00                     0.00                   0.00                     18806.92               0.00

2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.10
2.11
2.12
2.13
2.14
2.15
2.16
2.17
2.18
2.19
2.20
2.21      0.00                     0.00                   0.00                     0.00                   0.00
3         0.00                     0.00                   0.00                     0.00                   0.00
4         0.00                     0.00                   0.00                     0.00                   0.00
5         0.00                     0.00                   0.00                     0.00                   0.00
6         0.00                     0.00                   0.00                     0.00                   0.00
7         0.00                     0.00                   0.00                     0.00                   0.00
8         0.00                     0.00                   0.00                     0.00                   0.00
9         0.00                     0.00                   0.00                     0.00                   0.00
10        0.00                     0.00                   0.00                     0.00                   0.00
11        0.00                     0.00                   0.00                     0.00                   0.00
12        0.00                     0.00                   0.00                     0.00                   0.00
12.01
12.02
12.03
12.04
12.05
12.06
12.07
12.08
12.09
12.10
12.11
12.12
12.13
12.14
12.15
12.16
13        169,609.19               0.00                   0.00                     7015.42                0.00
13.01
13.02
13.03
13.04
13.05
13.06
13.07
14        0.00                     0.00                   0.00                     0.00                   0.00
14.01
14.02
14.03
15        147,442.91               31,441.08              0.00                     353.24                 0.00
17        29,355.19                10,471.83              0.00                     0.00                   0.00
19        38,394.75                12,273.50              0.00                     599.08                 0.00
20        122,562.81               9,666.67               520,000.00               1790.76                0.00
21        96,566.95                49,813.75              0.00                     5000.00                0.00
23        90,656.87                0.00                   0.00                     2931.81                0.00
24        79,982.17                0.00                   0.00                     935.59                 0.00
26        24,581.56                12,768.67              0.00                     0.00                   0.00
27        76,699.08                0.00                   0.00                     0.00                   0.00
33        0.00                     0.00                   0.00                     0.00                   0.00
34        40,125.83                55,361.67              0.00                     5674.67                0.00
39        58,002.83                0.00                   0.00                     1978.58                0.00
40        10,216.65                15,431.67              0.00                     14731.92               0.00
41        28,068.79                13,641.33              0.00                     0.00                   0.00
42        219,664.81               47,422.83              0.00                     6100.00                0.00
43        45,975.01                85,027.64              0.00                     6434.00                0.00
44        0.00                     0.00                   0.00                     0.00                   0.00
55        57,334.21                0.00                   0.00                     0.00                   0.00
56        0.00                     0.00                   7,663,000.00             1680.56                0.00
57        116,688.06               0.00                   0.00                     790.00                 0.00
58        0.00                     0.00                   0.00                     0.00                   0.00
60        47,677.62                4,499.25               10,000.00                3732.71                0.00
62        29,961.36                7,524.00               0.00                     0.00                   0.00
64        19,543.40                0.00                   0.00                     1897.83                0.00
65        29,394.37                9,774.67               0.00                     6375.00                0.00
67        22,742.15                5,832.87               0.00                     7162.50                0.00
68        22,650.48                4,721.15               0.00                     806.85                 0.00
70        42,684.07                5,844.93               0.00                     7746.81                0.00
80        22,841.13                4,326.68               0.00                     772.26                 0.00
82        0.00                     0.00                   0.00                     0.00                   0.00
83        9,367.22                 6,324.55               0.00                     964.08                 0.00
84        17,658.34                20,851.00              0.00                     1434.16                0.00
84.01
84.02
84.03
84.04
84.05
84.06
85        49,794.35                6,667.95               300,000.00               1472.71                0.00
86        41,245.03                0.00                   0.00                     1263.05                0.00
87        42,483.55                16,599.16              38,065.00                375.25                 0.00
88        42,366.96                0.00                   0.00                     0.00                   0.00
89        17,342.48                0.00                   0.00                     0.00                   0.00
91        28,096.07                4,466.27               0.00                     5159.73                0.00
92        69,816.40                4,407.33               0.00                     0.00                   0.00
95        24,491.48                4,521.25               0.00                     2875.00                0.00
101       30,942.02                0.00                   0.00                     1057.92                0.00
102       0.00                     0.00                   0.00                     1773.82                0.00
102.01
102.02
102.03
102.04
102.05
102.06
105       28,271.92                5,357.67               0.00                     1100.69                0.00
107       22,838.93                4,361.30               0.00                     1805.00                0.00
109       22,556.27                0.00                   0.00                     212.66                 0.00
110       156,220.79               12,943.33              0.00                     202.13                 0.00
111       5,836.83                 7,000.00               0.00                     794.17                 0.00
111.01
111.02
111.03
113       40,615.36                0.00                   0.00                     1096.94                0.00
116       8,115.14                 1,493.50               0.00                     0.00                   0.00
117       0.00                     0.00                   0.00                     0.00                   0.00
118       26,919.88                4,157.17               0.00                     1210.60                0.00
120       14,056.51                0.00                   0.00                     809.72                 0.00
123       70,180.47                0.00                   0.00                     771.00                 0.00
124       16,770.45                7,304.75               97,395.00                795.83                 0.00
125       37,483.34                3,617.67               66,000.00                663.89                 0.00
127       38,463.54                8,934.38               0.00                     0.00                   0.00
128       15,480.00                0.00                   0.00                     635.25                 0.00
129       0.00                     0.00                   0.00                     0.00                   0.00
132       15,706.45                5,811.67               0.00                     0.00                   0.00
135       126,896.49               15,960.58              0.00                     1543.61                0.00
147       3,300.41                 20,107.34              0.00                     2020.00                0.00
148       16,799.25                34,712.00              0.00                     3395.83                0.00
151       10,355.24                0.00                   0.00                     375.00                 0.00
157       0.00                     1,822.33               0.00                     148.48                 0.00
158       21,276.66                7,840.00               13,440.00                645.23                 0.00
162       21,696.25                1,437.75               0.00                     445.00                 0.00
165       8,022.29                 11,617.20              0.00                     3125.00                0.00
166       10,922.93                1,546.25               0.00                     0.00                   0.00
172       114,367.00               17,651.23              0.00                     1820.00                0.00
174       5,850.00                 1,168.75               0.00                     192.16                 0.00
176       30,531.32                1,532.50               0.00                     128.54                 0.00
177       65,400.00                0.00                   0.00                     567.84                 0.00
178       62,374.26                8,928.33               0.00                     0.00                   0.00
179       15,137.79                2,740.50               0.00                     462.50                 0.00
181       1,154.28                 878.50                 0.00                     70.97                  0.00
183       0.00                     0.00                   0.00                     0.00                   0.00
184       20,818.15                1,300.00               0.00                     23.22                  0.00
185       30,253.63                0.00                   0.00                     421.74                 0.00
188       0.00                     0.00                   0.00                     0.00                   0.00
190       0.00                     0.00                   0.00                     0.00                   0.00
191       874.59                   1,799.08               0.00                     945.00                 0.00
192       10,674.00                5,650.00               0.00                     0.00                   0.00
194       1,065.50                 0.00                   0.00                     0.00                   0.00
196       14,154.49                553.67                 0.00                     118.95                 0.00
197       3,208.93                 4,024.19               0.00                     187.66                 0.00

<CAPTION>
                                          MONTHLY ESCROW
        --------------------------------------------------------------------------------------------                      Lockbox
Loan #  Monthly TI/LC Reserve   Monthly RE Tax Reserve   Monthly Ins. Reserve  Monthly Other Reserve    Grace Period      In-place
------  ---------------------   ----------------------   --------------------  ---------------------    ------------      --------
<S>    <C>                     <C>                      <C>                    <C>                       <C>               <C>
1      0.00                    0.00                     0.00                   0.00                      10                 Yes
2      0.00                    0.00                     0.00                   0.00                      7                  Yes

2.01                                                                                                     7                  Yes
2.02                                                                                                     7                  Yes
2.03                                                                                                     7                  Yes
2.04                                                                                                     7                  Yes
2.05                                                                                                     7                  Yes
2.06                                                                                                     7                  Yes
2.07                                                                                                     7                  Yes
2.08                                                                                                     7                  Yes
2.09                                                                                                     7                  Yes
2.10                                                                                                     7                  Yes
2.11                                                                                                     7                  Yes
2.12                                                                                                     7                  Yes
2.13                                                                                                     7                  Yes
2.14                                                                                                     7                  Yes
2.15                                                                                                     7                  Yes
2.16                                                                                                     7                  Yes
2.17                                                                                                     7                  Yes
2.18                                                                                                     7                  Yes
2.19                                                                                                     7                  Yes
2.20                                                                                                     7                  Yes
2.21   0.00                    0.00                     0.00                   0.00                      0                  Yes
3      0.00                    0.00                     0.00                   0.00                      0                  Yes
4      0.00                    0.00                     0.00                   0.00                      0                  Yes
5      0.00                    0.00                     0.00                   0.00                      0                  Yes
6      0.00                    0.00                     0.00                   0.00                      0                  Yes
7      0.00                    0.00                     0.00                   0.00                      0                  Yes
8      0.00                    0.00                     0.00                   0.00                      0                  Yes
9      0.00                    0.00                     0.00                   0.00                      0                  Yes
10     0.00                    0.00                     0.00                   0.00                      0                  Yes
11     0.00                    0.00                     0.00                   0.00                      7                  No
12     0.00                    0.00                     0.00                   0.00                      0                  Yes
12.01                                                                                                    0                  Yes
12.02                                                                                                    0                  Yes
12.03                                                                                                    0                  Yes
12.04                                                                                                    0                  Yes
12.05                                                                                                    0                  Yes
12.06                                                                                                    0                  Yes
12.07                                                                                                    0                  Yes
12.08                                                                                                    0                  Yes
12.09                                                                                                    0                  Yes
12.10                                                                                                    0                  Yes
12.11                                                                                                    0                  Yes
12.12                                                                                                    0                  Yes
12.13                                                                                                    0                  Yes
12.14                                                                                                    0                  Yes
12.15                                                                                                    0                  Yes
12.16                                                                                                    0                  Yes
13     41667.00                84804.59                 0.00                   0.00                      7                  Yes
13.01                                                                                                    7                  Yes
13.02                                                                                                    7                  Yes
13.03                                                                                                    7                  Yes
13.04                                                                                                    7                  Yes
13.05                                                                                                    7                  Yes
13.06                                                                                                    7                  Yes
13.07                                                                                                    7                  Yes
14     0.00                    0.00                     0.00                   0.00                      0                  Yes
14.01                                                                                                    0                  Yes
14.02                                                                                                    0                  Yes
14.03                                                                                                    0                  Yes
15     0.00                    73721.46                 4491.58                0.00                      7                  No
17     0.00                    7338.80                  4819.25                0.00                      7                  No
19     3195.83                 38394.75                 6136.75                0.00                      5                  Yes
20     0.00                    61281.41                 2416.67                0.00                      15                 Yes
21     0.00                    48283.48                 7116.25                0.00                      7                  No
23     0.00                    30218.96                 0.00                   0.00                      5                  No
24     19200.00                15996.43                 0.00                   0.00                      7                  No
26     2175.75                 8193.85                  3192.17                0.00                      7                  No
27     0.00                    25566.36                 0.00                   0.00                      7                  No
33     0.00                    0.00                     0.00                   0.00                      7                  Yes
34     0.00                    20062.92                 5536.17                0.00                      7                  No
39     0.00                    19334.28                 0.00                   0.00                      5                  No
40     0.00                    5108.32                  7715.83                0.00                      7                  Yes
41     0.00                    5613.76                  1705.17                0.00                      7                  No
42     0.00                    35202.69                 4311.17                0.00                      10                 No
43     0.00                    15325.00                 7085.64                0.00                      7                  No
44     0.00                    0.00                     0.00                   0.00                      7                  Yes
55     0.00                    19111.40                 0.00                   0.00                      7                  No
56     0.00                    0.00                     0.00                   16667.00                  7                  Yes
57     0.00                    16669.72                 0.00                   0.00                      5                  No
58     0.00                    0.00                     0.00                   0.00                      7                  No
60     0.00                    23838.81                 4499.25                0.00                      7                  No
62     0.00                    0.00                     0.00                   0.00                      7                  Yes
64     0.00                    19543.40                 0.00                   0.00                      7                  No
65     0.00                    29394.37                 4887.33                0.00                      10                 No
67     0.00                    11371.07                 5832.87                0.00                      7                  No
68     5833.33                 7550.16                  1180.28                0.00                      7                  No
70     0.00                    21342.04                 5844.93                0.00                      7                  No
80     1666.67                 5710.28                  1081.67                0.00                      7                  No
82     0.00                    0.00                     0.00                   0.00                      5                  Yes
83     2500.00                 1873.44                  1264.91                0.00                      7                  No
84     0.00                    8829.17                  1737.58                0.00                      7                  No
84.01                                                                                                    7                  No
84.02                                                                                                    7                  No
84.03                                                                                                    7                  No
84.04                                                                                                    7                  No
84.05                                                                                                    7                  No
84.06                                                                                                    7                  No
85     2951.30                 9958.87                  3333.97                0.00                      7                  No
86     3368.00                 8249.01                  0.00                   0.00                      7                  No
87     5884.25                 21241.78                 1185.65                0.00                      7                  No
88     0.00                    6052.42                  0.00                   0.00                      7                  No
89     7500.00                 5780.83                  0.00                   0.00                      7                  No
91     0.00                    14048.04                 4466.27                0.00                      7                  No
92     0.00                    8655.00                  1101.83                0.00                      15                 No
95     3334.00                 4081.91                  1507.08                0.00                      7                  No
101    0.00                    10314.01                 0.00                   0.00                      5                  No
102    0.00                    0.00                     0.00                   0.00                      7                  Yes
102.01                                                                                                   7                  Yes
102.02                                                                                                   7                  Yes
102.03                                                                                                   7                  Yes
102.04                                                                                                   7                  Yes
102.05                                                                                                   7                  Yes
102.06                                                                                                   7                  Yes
105    24200.00                14135.96                 1339.42                0.00                      7                  No
107    3112.83                 4567.79                  1090.33                0.00                      7                  No
109    0.00                    7518.76                  0.00                   0.00                      5                  No
110    1646.00                 13018.40                 1294.33                0.00                      7                  Yes
111    0.00                    1945.61                  1166.67                0.00                      7                  No
111.01                                                                                                   7                  No
111.02                                                                                                   7                  No
111.03                                                                                                   7                  No
113    0.00                    9025.64                  0.00                   0.00                      5                  No
116    0.00                    4057.57                  0.00                   0.00                      7                  No
117    0.00                    0.00                     0.00                   0.00                      10                 No
118    4276.75                 8973.29                  2078.58                0.00                      10                 No
120    0.00                    7028.25                  0.00                   0.00                      5                  No
123    3333.33                 14036.09                 0.00                   0.00                      7                  No
124    0.00                    8385.00                  2434.00                0.00                      7                  No
125    5895.00                 5354.24                  904.42                 0.00                      7                  Yes
127    0.00                    7692.71                  1677.38                0.00                      7                  No
128    0.00                    5160.03                  0.00                   0.00                      5                  No
129    0.00                    0.00                     0.00                   0.00                      7                  No
132    0.00                    3926.61                  528.33                 0.00                      7                  No
135    0.00                    11536.04                 2280.08                0.00                      7                  No
147    0.00                    3300.41                  1827.94                0.00                      7                  No
148    0.00                    5599.75                  2892.67                0.00                      7                  No
151    0.00                    3451.75                  0.00                   0.00                      5                  No
157    1088.83                 2518.75                  455.58                 0.00                      7                  No
158    1720.60                 5319.16                  1120.00                0.00                      7                  No
162    10000.00                4339.25                  479.25                 0.00                      7                  No
165    0.00                    4011.14                  3872.40                0.00                      10                 No
166    0.00                    5461.46                  515.42                 0.00                      7                  Yes
172    0.00                    9530.58                  2206.40                0.00                      7                  No
174    1537.27                 2812.89                  389.58                 0.00                      7                  No
176    1108.67                 6106.26                  510.83                 0.00                      7                  Yes
177    0.00                    5450.03                  0.00                   0.00                      7                  No
178    0.00                    6930.47                  892.83                 0.00                      7                  Yes
179    1326.00                 5045.93                  391.50                 0.00                      7                  No
181    0.00                    288.57                   292.83                 0.00                      7                  No
183    0.00                    0.00                     0.00                   0.00                      10                 Yes
184    1250.00                 5204.54                  325.00                 0.00                      7                  No
185    2500.00                 4321.95                  0.00                   0.00                      7                  No
188    0.00                    0.00                     0.00                   0.00                      7                  No
190    0.00                    0.00                     0.00                   0.00                      7                  No
191    0.00                    874.59                   289.75                 0.00                      7                  No
192    0.00                    0.00                     0.00                   0.00                      7                  Yes
194    0.00                    532.75                   0.00                   0.00                      5                  No
196    0.00                    2359.08                  553.67                 0.00                      7                  No
197    0.00                    1604.46                  365.84                 0.00                      7                  No

<CAPTION>
Loan #                         Property Type                Defeasance Permitted  Interest Accrual Period     Loan Group
------                         -------------                --------------------  -----------------------     ----------
<S>                            <C>                          <C>                   <C>                         <C>
1                               Retail                      Yes                   Actual/360                  1
2                               Various                     Yes                   Actual/360                  1

2.01                            Office                      Yes                   Actual/360                  1
2.02                            Office                      Yes                   Actual/360                  1
2.03                            Office                      Yes                   Actual/360                  1
2.04                            Office                      Yes                   Actual/360                  1
2.05                            Office                      Yes                   Actual/360                  1
2.06                            Office                      Yes                   Actual/360                  1
2.07                            Office                      Yes                   Actual/360                  1
2.08                            Office                      Yes                   Actual/360                  1
2.09                            Office                      Yes                   Actual/360                  1
2.10                            Office                      Yes                   Actual/360                  1
2.11                            Office                      Yes                   Actual/360                  1
2.12                            Office                      Yes                   Actual/360                  1
2.13                            Hotel                       Yes                   Actual/360                  1
2.14                            Office                      Yes                   Actual/360                  1
2.15                            Office                      Yes                   Actual/360                  1
2.16                            Hotel                       Yes                   Actual/360                  1
2.17                            Office                      Yes                   Actual/360                  1
2.18                            Office                      Yes                   Actual/360                  1
2.19                            Office                      Yes                   Actual/360                  1
2.20                            Office                      Yes                   Actual/360                  1
2.21                            Various                     Yes                                               1
3                               Industrial                  Yes                   Actual/360                  1
4                               Office                      Yes                   Actual/360                  1
5                               Multifamily                 Yes                   Actual/360                  1
6                               Industrial                  Yes                   Actual/360                  1
7                               Office                      Yes                   Actual/360                  1
8                               Industrial                  Yes                   Actual/360                  1
9                               Industrial                  Yes                   Actual/360                  1
10                              Multifamily                 Yes                   Actual/360                  1
11                              Office                      Yes                   Actual/360                  1
12                              Industrial                  Yes                   Actual/360                  1
12.01                           Industrial                  Yes                   Actual/360                  1
12.02                           Industrial                  Yes                   Actual/360                  1
12.03                           Industrial                  Yes                   Actual/360                  1
12.04                           Industrial                  Yes                   Actual/360                  1
12.05                           Industrial                  Yes                   Actual/360                  1
12.06                           Industrial                  Yes                   Actual/360                  1
12.07                           Industrial                  Yes                   Actual/360                  1
12.08                           Industrial                  Yes                   Actual/360                  1
12.09                           Industrial                  Yes                   Actual/360                  1
12.10                           Industrial                  Yes                   Actual/360                  1
12.11                           Industrial                  Yes                   Actual/360                  1
12.12                           Industrial                  Yes                   Actual/360                  1
12.13                           Industrial                  Yes                   Actual/360                  1
12.14                           Industrial                  Yes                   Actual/360                  1
12.15                           Industrial                  Yes                   Actual/360                  1
12.16                           Industrial                  Yes                   Actual/360                  1
13                              Office                      Yes                   Actual/360                  1
13.01                           Office                      Yes                   Actual/360                  1
13.02                           Office                      Yes                   Actual/360                  1
13.03                           Office                      Yes                   Actual/360                  1
13.04                           Office                      Yes                   Actual/360                  1
13.05                           Office                      Yes                   Actual/360                  1
13.06                           Office                      Yes                   Actual/360                  1
13.07                           Office                      Yes                   Actual/360                  1
14                              Senior Housing              Yes                   Actual/360                  1
14.01                           Senior Housing              Yes                   Actual/360                  1
14.02                           Senior Housing              Yes                   Actual/360                  1
14.03                           Senior Housing              Yes                   Actual/360                  1
15                              Office                      Yes                   Actual/360                  1
17                              Retail                      Yes                   Actual/360                  1
19                              Retail                      Yes                   Actual/360                  1
20                              Retail                      Yes                   Actual/360                  1
21                              Multifamily                 Yes                   Actual/360                  2
23                              Manufactured Housing        Yes                   Actual/360                  2
24                              Retail                      Yes                   Actual/360                  1
26                              Retail                      Yes                   Actual/360                  1
27                              Retail                      Yes                   Actual/360                  1
33                              Office                      Yes                   Actual/360                  1
34                              Multifamily                 Yes                   Actual/360                  2
39                              Manufactured Housing        Yes                   Actual/360                  2
40                              Hotel                       Yes                   Actual/360                  1
41                              Retail                      Yes                   Actual/360                  1
42                              Multifamily                 Yes                   Actual/360                  2
43                              Multifamily                 Yes                   Actual/360                  2
44                              Industrial                  No                    Actual/360                  1
55                              Retail                      Yes                   Actual/360                  1
56                              Office                      Yes                   Actual/360                  1
57                              Retail                      Yes                   Actual/360                  1
58                              Industrial                  Yes                   Actual/360                  1
60                              Multifamily                 Yes                   Actual/360                  2
62                              Industrial                  Yes                   Actual/360                  1
64                              Office                      Yes                   Actual/360                  1
65                              Multifamily                 Yes                   Actual/360                  2
67                              Multifamily                 Yes                   Actual/360                  2
68                              Retail                      Yes                   Actual/360                  1
70                              Multifamily                 Yes                   Actual/360                  2
80                              Retail                      Yes                   Actual/360                  1
82                              Retail                      Yes                   Actual/360                  1
83                              Office                      Yes                   Actual/360                  1
84                              Self-Storage                Yes                   Actual/360                  1
84.01                           Self-Storage                Yes                   Actual/360                  1
84.02                           Self-Storage                Yes                   Actual/360                  1
84.03                           Self-Storage                Yes                   Actual/360                  1
84.04                           Self-Storage                Yes                   Actual/360                  1
84.05                           Self-Storage                Yes                   Actual/360                  1
84.06                           Self-Storage                Yes                   Actual/360                  1
85                              Retail                      Yes                   Actual/360                  1
86                              Industrial                  Yes                   Actual/360                  1
87                              Retail                      No                    Actual/360                  1
88                              Industrial                  Yes                   Actual/360                  1
89                              Industrial                  Yes                   Actual/360                  1
91                              Multifamily                 Yes                   Actual/360                  2
92                              Retail                      Yes                   Actual/360                  1
95                              Retail                      Yes                   Actual/360                  1
101                             Manufactured Housing        Yes                   Actual/360                  3
102                             Retail                      Yes                   Actual/360                  1
102.01                          Retail                      Yes                   Actual/360                  1
102.02                          Retail                      Yes                   Actual/360                  1
102.03                          Retail                      Yes                   Actual/360                  1
102.04                          Retail                      Yes                   Actual/360                  1
102.05                          Retail                      Yes                   Actual/360                  1
102.06                          Retail                      Yes                   Actual/360                  1
105                             Retail                      Yes                   Actual/360                  1
107                             Industrial                  Yes                   Actual/360                  1
109                             Manufactured Housing        Yes                   Actual/360                  2
110                             Retail                      Yes                   Actual/360                  1
111                             Self-Storage                Yes                   Actual/360                  1
111.01                          Self-Storage                Yes                   Actual/360                  1
111.02                          Self-Storage                Yes                   Actual/360                  1
111.03                          Self-Storage                Yes                   Actual/360                  1
113                             Manufactured Housing        Yes                   Actual/360                  2
116                             Self-Storage                Yes                   Actual/360                  1
117                             Multifamily                 No                    Actual/360                  2
118                             Retail                      Yes                   Actual/360                  1
120                             Manufactured Housing        Yes                   Actual/360                  1
123                             Industrial                  No                    Actual/360                  1
124                             Retail                      Yes                   Actual/360                  1
125                             Retail                      Yes                   Actual/360                  1
127                             Multifamily                 Yes                   Actual/360                  2
128                             Manufactured Housing        Yes                   Actual/360                  2
129                             Hotel                       Yes                   Actual/360                  1
132                             Retail                      Yes                   Actual/360                  1
135                             Multifamily                 Yes                   Actual/360                  2
147                             Multifamily                 Yes                   Actual/360                  2
148                             Multifamily                 Yes                   Actual/360                  2
151                             Manufactured Housing        Yes                   Actual/360                  2
157                             Retail                      Yes                   Actual/360                  1
158                             Industrial                  Yes                   Actual/360                  1
162                             Office                      Yes                   Actual/360                  1
165                             Multifamily                 No                    Actual/360                  2
166                             Office                      Yes                   Actual/360                  1
172                             Multifamily                 No                    Actual/360                  2
174                             Office                      Yes                   Actual/360                  1
176                             Retail                      Yes                   Actual/360                  1
177                             Retail                      Yes                   Actual/360                  1
178                             Industrial                  Yes                   Actual/360                  1
179                             Retail                      Yes                   Actual/360                  1
181                             Retail                      Yes                   Actual/360                  1
183                             Industrial                  Yes                   Actual/360                  1
184                             Retail                      Yes                   Actual/360                  1
185                             Retail                      No                    Actual/360                  1
188                             Self-Storage                Yes                   Actual/360                  1
190                             Retail                      Yes                   Actual/360                  1
191                             Self-Storage                Yes                   Actual/360                  1
192                             Office                      Yes                   Actual/360                  1
194                             Retail                      Yes                   Actual/360                  1
196                             Multifamily                 Yes                   Actual/360                  2
197                             Self-Storage                Yes                   Actual/360                  1

<CAPTION>
Loan #                               Final Maturity Date   Remaining Amortization Term for Balloon Loans
------                               -------------------   ---------------------------------------------
<S>                                  <C>                   <C>
1
2

2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09
2.10
2.11
2.12
2.13
2.14
2.15
2.16
2.17
2.18
2.19
2.20
2.21
3
4
5
6
7
8
9
10
11
12
12.01
12.02
12.03
12.04
12.05
12.06
12.07
12.08
12.09
12.10
12.11
12.12
12.13
12.14
12.15
12.16
13                                                         360
13.01                                                      360
13.02                                                      360
13.03                                                      360
13.04                                                      360
13.05                                                      360
13.06                                                      360
13.07                                                      360
14                                                         360
14.01                                                      360
14.02                                                      360
14.03                                                      360
15                                                         360
17                                                         360
19                                                         360
20                                                         360
21                                                         360
23                                                         360
24                                                         360
26                                                         360
27                                                         360
33
34                                                         360
39                                                         360
40                                                         300
41                                                         360
42                                                         360
43                                                         360
44                                                         300
55                                                         360
56                                                         360
57                                                         360
58                                                         360
60                                                         360
62                                                         360
64                                                         360
65                                                         360
67                                                         360
68                                                         360
70                                                         360
80                                                         360
82                                                         360
83                                                         360
84                                                         180
84.01                                                      180
84.02                                                      180
84.03                                                      180
84.04                                                      180
84.05                                                      180
84.06                                                      180
85                                                         360
86                                                         360
87                                                         360
88                                                         360
89                                                         360
91                                                         360
92                                                         360
95                                                         360
101                                                        360
102                                                        360
102.01                                                     360
102.02                                                     360
102.03                                                     360
102.04                                                     360
102.05                                                     360
102.06                                                     360
105                                                        360
107                                                        360
109                                                        360
110                                                        360
111                                                        360
111.01                                                     360
111.02                                                     360
111.03                                                     360
113                                                        360
116                                                        360
117                                                        360
118                                                        360
120                                                        360
123                                                        360
124                                                        360
125                                                        360
127                                                        144
128                                                        360
129                                                        300
132                                                        360
135                                                        360
147
148                                                        360
151                                                        360
157                                                        360
158                                                        360
162                                                        360
165                                                        360
166                                                        360
172                                                        360
174                                                        360
176                                                        360
177                                                        360
178                                                        300
179                                                        360
181                                                        360
183                                                        300
184                                                        360
185                                                        360
188                                                        360
190                                                        360
191                                                        300
192                                                        300
194                                                        360
196                                                        360
197                                                        300
</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

                                      NONE

<PAGE>

                                    EXHIBIT C

                                   EXCEPTIONS

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

    Rep. No.                         Description of Exception
--------------------------------------------------------------------------------

      (4)        The representation is true and accurate, except as follows:

                 Houston Galleria (Loan No. 1) The Mortgaged Property secures
                 the Mortgage Loan (consisting of an A-2a note and an A-2b
                 note), an A-1 note (which is pari passu with the Mortgage Loan
                 and is not included in the CIBC14 trust fund), a B note (which
                 is subordinate to the Mortgage Loan and the A-1 Note and is not
                 included in the CIBC14 trust fund) and a C note (which is
                 subordinate to the Mortgage Loan, the A-1 note and the B note
                 and is not included in the CIBC14 trust fund).
--------------------------------------------------------------------------------

      (4)        The representation is true and accurate, except as follows:

                 Centerpoint I (Loan No. 12) The Mortgaged Property secures the
                 Mortgage Loan and a floating rate note, which is pari passu
                 with the Mortgage Loan and is not included in the CIBC14 trust
                 fund.
--------------------------------------------------------------------------------

      (4)        The representation is true and accurate, except as follows:

                 Tulane Park Apartments (Loan No. 60) The Mortgaged Property
                 secures the Mortgage Loan and a B-Note held by CBA-Mezzanine
                 Capital Finance, LLC.

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

      (6)        The representation is true and accurate, except as follows:

                 Houston Galleria (Loan No. 1) The Mortgaged Property secures
                 the Mortgage Loan (consisting of an A-2a note and an A-2b
                 note), an A-1 note (which is pari passu with the Mortgage Loan
                 and is not included in the CIBC14 trust fund), a B note (which
                 is subordinate to the Mortgage Loan and the A-1 Note and is not
                 included in the CIBC trust fund) and a C note (which is
                 subordinate to the Mortgage Loan, the A-1 note and the B note
                 and is not included in the CIBC14 trust fund)
--------------------------------------------------------------------------------

      (6)        The representation is true and accurate, except as follows:

                 Ballantyne Corporate Park (Loan No. 2) ESPN, a tenant at one of
                 the properties securing the Mortgage Loan, may purchase such
                 property after January 1, 2009, at which time the Mortgagor is
                 required to defease the related property with defeasance
                 collateral pursuant to the terms of the Mortgage Loan
                 documents. In the event that such defeasance collateral is
                 insufficient to purchase the related property, any shortfall
                 has been guaranteed by Bissell, an affiliate of the Mortgagor.
--------------------------------------------------------------------------------

      (6)        The representation is true and accurate, except as follows:

                 Centerpoint I (Loan No. 12) The Mortgaged Property secures the
                 Mortgage Loan and a floating rate note, which is pari passu
                 with the Mortgage Loan and is not included in the CIBC14 trust
                 fund.
--------------------------------------------------------------------------------

      (6)        The representation is true and accurate, except as follows:

                 Maryland Corporate Center (Loan No. 33) The Mortgaged Loan is
                 structured as an indemnity deed of trust ("IDOT"), under which
                 the guarantor of the Mortgage Note related to the IDOT owns the
                 related Mortgage Property and thus has an interest in the lease
                 payments.
--------------------------------------------------------------------------------

      (6)        The representation is true and accurate, except as follows:

                 Eagle Window (Loan No. 44) The United States government has the
                 right to intentionally flood the Mortgaged Property. This risk
                 is partially mitigated by title insurance coverage (limited to
                 forced removal of improvements by judicial action) and a losses
                 carveout (covering any loss or damage occasioned by the
                 government's exercise of its right to flood the Mortgaged
                 Property).
--------------------------------------------------------------------------------

      (6)        The representation is true and accurate, except as follows:

                 Chase Financial Tower (Loan No. 56) There are Tax Increment
                 Financing (TIF) Mortgages on the property that are senior in
                 priority to the Mortgagor's Mortgage, but the TIF Mortgages are
                 in lieu of tax payments and are of the character of a tax lien.

                 The Mortgaged Property is also subject to a UDAG Mortgage,
                 which matures in May of 2006. The entire amount of the
                 outstanding indebtedness under the UDAG Mortgage has been held
                 back by Mortgagor from loan proceeds pursuant to the escrow
                 agreement.
--------------------------------------------------------------------------------

      (6)        The representation is true and accurate, except as follows:

                 Tulane Park Apartments (Loan No. 60) The Mortgaged Property
                 secures the Mortgage Loan and a B-Note held by CBA-Mezzanine
                 Capital Finance, LLC.
--------------------------------------------------------------------------------

      (6)        The representation is true and accurate, except as follows:

                 Stayton Business Center II (Loan No. 88) The Mortgaged Loan is
                 structured as an indemnity deed of trust ("IDOT"), under which
                 the guarantor of the Mortgage Note related to the IDOT owns the
                 related Mortgage Property and thus has an interest in the lease
                 payments.
--------------------------------------------------------------------------------

      (6)        The representation is true and accurate, except as follows:

                 MSTC A&B (Loan No. 123) The Mortgaged Loan is structured as an
                 indemnity deed of trust, under which the guarantor of the
                 Mortgage Note related to the IDOT owns the related Mortgage
                 Property and thus has an interest in the lease payments.
--------------------------------------------------------------------------------

      (7)        The representation is true and accurate, except as follows:

                 Maryland Corporate Center (Loan No. 33) Because the Mortgage
                 Loan is structured for tax purposes as an IDOT, the guarantors
                 of the Mortgage Note related to the IDOT are the owners of the
                 related Mortgaged Property instead of the related Mortgagor.
--------------------------------------------------------------------------------

      (7)        The representation is true and accurate, except as follows:

                 Stayton Business Center (Loan No. 88) Because the Mortgage Loan
                 is structured for tax purposes as an IDOT, the guarantors of
                 the Mortgage Note related to the IDOT are the owners of the
                 related Mortgaged Property instead of the related Mortgagor.
--------------------------------------------------------------------------------

      (7)        The representation is true and accurate, except as follows:

                 MSTC A&B (Loan No. 123) Because the Mortgage Loan is structured
                 for tax purposes as an IDOT, the guarantors of the Mortgage
                 Note related to the IDOT are the owners of the related
                 Mortgaged Property instead of the related Mortgagor.
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 Maryland Corporate Center (Loan No. 33) No individual or entity
                 (other than the Mortgagor) is liable for breach of the fraud
                 and environmental non-recourse carveouts. The non-recourse
                 carveout for material misrepresentation has been limited to
                 "intentional misrepresentation".
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 Houston Galleria (Loan No. 1) There is no individual or entity
                 (other than the Mortgagor) liable for breach of the fraud,
                 actual waste and environmental non-recourse carveouts. The
                 non-recourse carveout for material misrepresentation has been
                 limited to "intentional misrepresentation".

                 The non-recourse carveout does not cover "actual waste".
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 Ballantyne Corporate Park (Loan No. 2) There is no individual
                 or entity other than the Mortgagor who is liable for the
                 non-recourse carveouts.

                 The applicable non-recourse carveouts are limited to
                 "misapplication or misappropriation of rents after an event of
                 default" (instead of "misapplication or misappropriation of
                 rents").
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 Colony Portfolio II (Loan No. 3) No individual or entity (other
                 than the Mortgagor) is liable for breach of the fraud and
                 environmental non-recourse carveouts. The non-recourse carveout
                 for material misrepresentation has been limited to "intentional
                 misrepresentation". The non-recourse carveout does not cover
                 "actual waste".
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 Centerpoint I (Loan No. 12) There is no individual or entity
                 other than the Mortgagor who is liable for the non-recourse
                 carveouts.

                 Additionally, there is no non-recourse carveout relating to
                 actual waste at the Mortgaged Property, and the applicable
                 non-recourse carveouts are limited to (i) "intentional
                 misrepresentation" (instead of "material misrepresentation");
                 and (ii) "misappropriation or conversion of rents received
                 during the continuance of an event of default" (instead of
                 "misapplication or misappropriation of rents").
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 Patrick Henry Building (Loan No. 11) There is no individual or
                 entity other than the Mortgagor who is liable for any breach of
                 the environmental covenants contained in the related Mortgage
                 Loan documents.

                 The applicable non-recourse carveout is limited to "actual
                 physical waste" instead of "actual waste").
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 Avion Business Park Portfolio (Loan No. 13) There is no
                 individual or entity other than the Mortgagor who is liable for
                 any breach of the environmental covenants contained in the
                 related Mortgage Loan documents.
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 Chartwell II (Loan No. 14) There is no individual or entity
                 other than the Mortgagor who is liable for the non-recourse
                 carveouts.

                 The applicable non-recourse carveout is limited to "any
                 material breach of the environmental covenants" (instead of
                 "any breach of the environmental covenants").
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 Park Center (Loan No. 15) The applicable non-recourse carveouts
                 are limited to (i) "intentional material misrepresentation"
                 (instead of "material misrepresentation"); (ii) "misapplication
                 or misappropriation of rents after an event of default"
                 (instead of "misapplication or misappropriation of rents") and
                 (iii) "actual intentional waste" (instead of "actual waste").

                 The environmental non-recourse carveout is qualified by certain
                 provisions in the Mortgage Loan documents and includes a 5 year
                 sunset provision.
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 HTA - Cloverleaf (Loan No. 23) The applicable non-recourse
                 carveouts are limited to (i) "intentional misrepresentations"
                 (instead of "material misrepresentation") and (ii) "physical
                 waste" (instead of "actual waste").

                 There is no individual or entity other than the Mortgagor who
                 is liable for any breach of the environmental covenants
                 contained in the related Mortgage Loan documents.
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 Flamingo East Plaza (Loan No. 27) The applicable non-recourse
                 carveouts are limited to (i) "intentional misrepresentation"
                 (instead of "material misrepresentation") and (ii) "actual
                 physical waste" (instead of "actual waste").
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 HTA - Santa Barbara (Loan No. 39) The applicable non-recourse
                 carveouts are limited to (i) "intentional misrepresentations"
                 (instead of "material misrepresentation") and (ii) "physical
                 waste" (instead of "actual waste").

                 There is no individual or entity other than the Mortgagor who
                 is liable for any breach of the environmental covenants
                 contained in the related Mortgage Loan documents.
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 Vista Plaza (Loan No. 55) The applicable non-recourse carveouts
                 are limited to (i) "application or appropriation of insurance
                 proceeds or condemnation awards in violation of Mortgage Loan
                 documents" (instead of "misapplication or misappropriation of
                 insurance proceeds or condemnation awards"), (ii) "intentional
                 actual waste" (instead of "actual waste") and (iii) "fraud or
                 material misrepresentation as to a material fact" (instead of
                 "fraud or material misrepresentation").
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 Chase Financial Tower (Loan No. 56) The applicable non-recourse
                 carveouts are limited to (i) "intentional and material
                 misapplication of rents, insurance proceeds or condemnation
                 awards" (instead of "misapplication of rents, insurance
                 proceeds or condemnation awards") and (ii) "intentional actual
                 waste" (instead of "actual waste").

                 There is no individual or entity other than the Mortgagor who
                 is liable for the environmental non-recourse carveout.
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 Horsham Point (Loan No. 57) The applicable non-recourse
                 carveouts are limited to (i) "intentional misrepresentation"
                 (instead of "material misrepresentation") and (ii)
                 "misapplication or conversion by Mortgagor of insurance
                 proceeds paid by any reason of loss, damage or destruction to
                 the [Mortgaged Property], any condemnation awards or other
                 amounts received in connection with the condemnation of all or
                 a portion of the [Mortgaged Property], or any rents following
                 an event of default which is continuing" (instead of
                 "misapplication or misappropriation of rents, insurance
                 proceeds or condemnation awards").

                 There is no individual or entity who is liable for the actual
                 waste non-recourse carveout.

                 The liability of the guarantor for the non-recourse carveouts
                 is limited to $5,000,000.

                 The environmental non-recourse carveout is qualified by certain
                 provisions in the Mortgage Loan documents and includes a 5 year
                 sunset provision.
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 Valley View Business Center IV (Loan No. 58) The applicable
                 non-recourse carveouts are limited to "an intentional act of
                 actual waste" (instead of "any act of actual waste").
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 Cranbury Corporate Campus (Loan No. 64) There is no individual
                 or entity other than the Mortgagor who is liable for the
                 environmental non-recourse carveout.
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 407 Broadway (Loan No. 82) There is no individual or entity
                 other than the Mortgagor who is liable for non-recourse
                 carveouts.
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 5301 Whitter Bldg (Loan No. 83) The applicable non-recourse
                 carveouts are limited to "misapplication or misappropriation of
                 rents after the occurrence of an event of default" (instead of
                 "misapplication or misappropriation of rents") and "intentional
                 waste" (instead of "actual waste").

                 Recourse carveouts are limited to mortgagee's actual losses.
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 The Crossing at 288 (Loan No. 87) There is no individual or
                 entity other than the Mortgagor who is liable for non-recourse
                 carveouts.
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 Barringer Foreman Technology Park (Loan No. 89) There is no
                 individual or entity other than the Mortgagor who is liable for
                 the environmental non-recourse carveout.
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 HTA - North Glen Village (Loan No. 101) The applicable
                 non-recourse carveouts are limited to (i) "intentional
                 misrepresentations" (instead of "material misrepresentation")
                 and (ii) "physical waste" (instead of "actual waste").

                 There is no individual or entity other than the Mortgagor who
                 is liable for the environmental non-recourse carveout.
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 HTA - Hoosier Estates (Loan No. 109) The applicable
                 non-recourse carveouts are limited to (i) "intentional
                 misrepresentations" (instead of "material misrepresentation")
                 and (ii) "physical waste" (instead of "actual waste").

                 There is no individual or entity other than the Mortgagor who
                 is liable for the environmental non-recourse carveout.
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 HTA - Holiday Estates (Loan No. 113) The applicable
                 non-recourse carveouts are limited to (i) "intentional
                 misrepresentations" (instead of "material misrepresentation")
                 and (ii) "physical waste" (instead of "actual waste").

                 There is no individual or entity other than the Mortgagor who
                 is liable for the environmental non-recourse carveout.
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 HTA - Shenandoah Estates (Loan No. 120) The applicable
                 non-recourse carveouts are limited to (i) "intentional
                 misrepresentations" (instead of "material misrepresentation")
                 and (ii) "physical waste" (instead of "actual waste").

                 There is no individual or entity other than the Mortgagor who
                 is liable for the environmental non-recourse carveout.
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 HTA - Beacon Hill Colony (Loan No. 128) The applicable
                 non-recourse carveouts are limited to (i) "intentional
                 misrepresentations" (instead of "material misrepresentation")
                 and (ii) "physical waste" (instead of "actual waste").

                 There is no individual or entity other than the Mortgagor who
                 is liable for the environmental non-recourse carveout.
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 Holiday Inn Express (Loan No. 129) The applicable non-recourse
                 carveouts are limited to (i) "willful misrepresentation"
                 (instead of "material misrepresentation"; (ii) "failure to
                 apply any rents, royalties, accounts, revenues, income, issues,
                 profits and other benefits form the [Mortgaged] Property which
                 are collected or received by the [Mortgagor] during the period
                 of any default or after acceleration of any indebtedness and
                 other sums owing under the [Mortgage] Loan documents to the
                 payment of either (a) such indebtedness or other sums or (b)
                 the normal and necessary operating expenses of the [Mortgaged]
                 Property [and] failure to deliver any insurance proceeds or
                 condemnation awards or any security deposits received by the
                 [Mortgagor] to lender or to otherwise apply such sums as
                 required under the terms of the [Mortgage] Loan documents or
                 any other instrument now or hereafter security the [Mortgage]
                 Note" (instead of "misapplication or misappropriation of rents,
                 insurance proceeds "); and (iii) "a material physical waste of
                 the [Mortgage] Property" (instead of "any act of actual
                 waste").

                 There is no individual or entity other than the Mortgagor who
                 is liable for the environmental non-recourse carveout.
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 HTA - Skyway (Loan No. 151) The applicable non-recourse
                 carveouts are limited to (i) "intentional misrepresentations"
                 (instead of "material misrepresentation") and (ii) "physical
                 waste" (instead of "actual waste").

                 There is no individual or entity other than the Mortgagor who
                 is liable for the environmental non-recourse carveout.
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 Faurecia Exhaust Systems Inc. Ind/Off (Loan No. 183) The
                 applicable non-recourse carveouts are limited to
                 "misapplication or misappropriation of rents after the
                 occurrence of an event of default" (instead of "misapplication
                 or misappropriation of rents").

                 There is no individual or entity other than the Mortgagor who
                 is liable for actual waste non-recourse carveout.
--------------------------------------------------------------------------------

    (10(a))      The representation is true and accurate, except as follows:

                 Moriseki (Loan No. 192) Only with respect to the guarantor, the
                 applicable non-recourse carveouts are limited to "actual,
                 physical waste" (instead of "actual waste")
--------------------------------------------------------------------------------

    (10(c))      The representation is true and accurate, except as follows:

                 MSTC A&B (Loan No. 123) Mortgage Loan is structured as an IDOT,
                 and while the related Mortgagor was the maker of the Mortgage
                 Note, the Mortgage was given by the IDOT grantor.
--------------------------------------------------------------------------------

    (10(c))      The representation is true and accurate, except as follows:

                 Maryland Corporate Center (Loan No. 33) Mortgage Loan is
                 structured as an IDOT, and while the related Mortgagor was the
                 maker of the Mortgage Note, the Mortgage was given by the IDOT
                 grantor.
--------------------------------------------------------------------------------

    (10(c))      The representation is true and accurate, except as follows:

                 Stayton Business Center II (Loan No. 88) Mortgage Loan is
                 structured as an IDOT, and while the related Mortgagor was the
                 maker of the Mortgage Note, the Mortgage was given by the IDOT
                 grantor.
--------------------------------------------------------------------------------

    (10(d))      The representation is true and accurate, except as follows:

                 Avion Business Center (Loan No. 13) The terms of the Mortgage
                 Loan documents were modified after the Cut-off Date to provide
                 that any asset manager for a collateralized debt obligation
                 transaction must satisfy certain Rating Agency requirements.
--------------------------------------------------------------------------------

    (10(d))      The representation is true and accurate, except as follows:

                 Maple 108 Shopping Center (Loan No. 185) The terms of the
                 Mortgage Loan documents were modified after the Cut-off Date to
                 provide for the pre-approval of additional "original
                 principals" to replace a recently deceased existing principal.
--------------------------------------------------------------------------------

      (12)       The representation is true and accurate, except as follows:

                 Houston Galleria (Loan No. 1) The related Mortgage Loan
                 documents contain certain rights to release various portions of
                 the collateral without consideration, including the current
                 Macy's parcel and certain adjacent in-line space, future vacant
                 anchors that are transferred to another anchor user, all or a
                 portion of one parking garage and certain other minor transfers
                 to owners of the commercial condominium units.
--------------------------------------------------------------------------------

      (12)       The representation is true and accurate, except as follows:

                 Ballantyne Corporate Park (Loan No. 2) Each Ballantyne
                 Corporate Park property may be released from the lien of the
                 Mortgage upon defeasance of an amount equal to 105% of the
                 Allocated Loan Amount for hotel properties and 110% of the
                 Allocated Loan Amount for office properties. Notwithstanding
                 the foregoing, the Mortgagor has a one-time right to pay a
                 lower release price (provided that such lower price is not less
                 than 75% of the Allocated Loan Amount), subject to the
                 satisfaction of certain criteria.

                 The Mortgagor may obtain a release of an individual Mortgaged
                 Property by substituting its interest in other collateral
                 during the term of the Mortgage Loan, subject to certain
                 conditions as set forth in the related Mortgage Loan documents.
--------------------------------------------------------------------------------

      (12)       The representation is true and accurate, except as follows:

                 Colony Portfolio II (Loan No. 3) Each Colony Portfolio property
                 and individual buildings within each Colony Portfolio property
                 may be released from the lien of the mortgage upon defeasance
                 of an amount less than 125% of the allocated loan amount.

                 The Mortgagor may obtain a release of a portion of Mortgaged
                 Property by substituting its interest in other collateral
                 during the term of the Mortgage Loan, subject to certain
                 conditions as set forth in the related Mortgage Loan documents.
--------------------------------------------------------------------------------

      (12)       The representation is true and accurate, except as follows:

                 Centerpoint I (Loan No. 12) Each Centerpoint I property may be
                 released from the lien of the Mortgage upon defeasance of an
                 amount equal to 110% of the allocated loan amount.

                 The Mortgagor may obtain a release of an individual Mortgaged
                 Property by substituting its interest in other Mortgaged
                 Properties as collateral during the term of the Mortgage Loan,
                 subject to certain conditions as set forth in the related
                 Mortgage Loan documents.
--------------------------------------------------------------------------------

      (12)       The representation is true and accurate, except as follows:

                 Avion Business Center (Loan No. 13) Each Avion Business Center
                 property may be released from the lien of the Mortgage upon
                 defeasance of an amount equal to 110% of the Allocated Loan
                 Amount.

                 The Mortgagor may obtain a release of an individual Mortgaged
                 Property by substituting its interest in other collateral
                 during the term of the Mortgage Loan, subject to certain
                 conditions as set forth in the related Mortgage Loan documents.
--------------------------------------------------------------------------------

      (12)       The representation is true and accurate, except as follows:

                 Chartwell II (Loan No. 14) Each Chartwell II property may be
                 released from the lien of the Mortgage upon defeasance of an
                 amount equal to 120% of the Allocated Loan Amount.
--------------------------------------------------------------------------------

      (12)       The representation is true and accurate, except as follows:

                 Maryland Corporate Center (Loan No. 33) Each building within
                 the Maryland Corporate Center property may be released from the
                 lien of the Mortgage upon defeasance of an amount equal to
                 107.5% of the Allocated Loan Amount.
--------------------------------------------------------------------------------

      (12)       The representation is true and accurate, except as follows:

                 Shadow Creek Apartments (Loan No. 135) A portion of the
                 Mortgaged Property may be released from the lien of the
                 Mortgage upon payment to the mortgagee of a $240,000 fee and
                 the satisfaction of certain other criteria, including a DSCR
                 test.
--------------------------------------------------------------------------------

    (14(a))      The representation is true and accurate, except as follows:

                 Natomas Village (Loan No. 41) The value of the Mortgaged
                 Property is based upon the appraiser's $22.4 million "as
                 stabilized" value (as compared with a $21.2 million "as-is"
                 value) and assumes build-out and occupancy of space that has
                 not yet occurred. The mortgagee established escrows at
                 origination in the amount of $2.49 million relating to the
                 lease-up of the Mortgaged Property.
--------------------------------------------------------------------------------

      (16)       The representation is true and accurate, except as follows:

                 HTA - Cloverleaf (Loan No. 23) The Mortgaged Property contains
                 an "RV" section where approximately 26 RVs are tied down in
                 violation of applicable zoning laws. Mortgagee received a
                 $500,000 guarantee from non-recourse guarantor (Hometown
                 America, L.L.C.) to cover potential costs incurred by the
                 Mortgagor in connection with removing the RVs as to comply with
                 current zoning requirements.
--------------------------------------------------------------------------------

      (16)       The representation is true and accurate, except as follows:

                 Southeast Center (Loan No. 110) The Mortgaged Property is
                 legally conforming, subject to re-striping of one parking
                 space.
--------------------------------------------------------------------------------

      (17)       The representation is true and accurate, except as follows:

                 Ballantyne Corporate Park (Loan No. 2) As of the date of
                 origination, several Ballantyne Corporate Park properties were
                 part of a larger tax parcel. The Mortgagor is in the process of
                 subdividing the tax parcels and the next tax bill will bill the
                 properties as separate tax parcels.
--------------------------------------------------------------------------------

      (17)       The representation is true and accurate, except as follows:

                 Centerpoint I (Loan No. 12) The Centerpoint property located at
                 920 Frontenac Road and the property located at 1020 Frontenac
                 Road, each located in Naperville, Illinois, were not separate
                 tax parcels as of the date of origination, but have since been
                 properly split and will be assessed as separate tax parcels
                 going forward.
--------------------------------------------------------------------------------

      (17)       The representation is true and accurate, except as follows:

                 Flamingo East Plaza (Loan No. 27) As of the date of
                 origination, the Mortgaged Property's tax parcel contained a
                 gas station for which a separate tax parcel number had not been
                 obtained. The tax parcel number is in the process of being
                 obtained by the Mortgagor and the Mortgagor has confirmed that
                 all documents have been submitted to the related locality.
--------------------------------------------------------------------------------

      (17)       The representation is true and accurate, except as follows:

                 Natomas Village (Loan No. 41) As of the date of origination,
                 the Mortgagor was in the process of obtaining separate tax
                 parcel numbers for parcels 1, 2, 3 and 4 as shown on the parcel
                 map on Coral Business Center II.
--------------------------------------------------------------------------------

      (17)       The representation is true and accurate, except as follows:

                 Woodland Ridge Apartments (Loan No. 42) As of the date of
                 origination, the Mortgaged Property is not a separate and
                 complete tax parcel. The Mortgagor has a post-closing
                 obligation to provide, by July 1, 2006, evidence satisfactory
                 to the mortgagee that the Mortgaged Property is a separate and
                 complete tax parcel.
--------------------------------------------------------------------------------

      (17)       The representation is true and accurate, except as follows:

                 Chase Financial Tower (Loan No. 56) As of the date of
                 origination, the related Mortgaged Property was part of a
                 larger tax parcel. Pursuant to an undelivered items letter, the
                 Mortgagor has agreed to obtain a separate tax identification
                 number for the Mortgaged Property within 180 days of
                 origination.
--------------------------------------------------------------------------------

      (17)       The representation is true and accurate, except as follows:

                 The Crossings at 288 (Loan No. 87) The Mortgaged Property is
                 assessed with ad valorem taxes with respect to non-collateral
                 real property. The Mortgagor has escrowed and will continue to
                 escrow funds sufficient to pay the taxes on all parcels
                 assessed with the Mortgaged Property. The Mortgagor covenanted
                 to cause the Mortgaged Property to be assessed separately from
                 all other property within 12 months from the closing date.
--------------------------------------------------------------------------------

      (17)       The representation is true and accurate, except as follows:

                 West Junction Shopping Center (Loan No. 124) As of the date of
                 origination, the related Mortgaged Property was part of a
                 larger tax parcel. Pursuant to the Escrow Agreement for
                 Reserves and Impounds, the Mortgagor has agreed to obtain a
                 separate tax identification number for the Mortgaged Property
                 within 6 months of origination.
--------------------------------------------------------------------------------

      (17)       The representation is true and accurate, except as follows:

                 Belvedere Properties (Loan No. 191) As of the date of
                 origination, the related Mortgaged Property was part of a
                 larger tax parcel. The Mortgagor is required to provide proof
                 within 180 days of origination (by February 28, 2006) that the
                 additional property has been removed from the tax parcel.
--------------------------------------------------------------------------------

    (19(a))      The representation is true and accurate, except as follows:

                 Houston Galleria (Loan No. 1) The mortgagee waived escrows for
                 immediate repairs in the amount of $23,500 recommended by the
                 property condition report.
--------------------------------------------------------------------------------

    (19(a))      The representation is true and accurate, except as follows:

                 Colony Portfolio II (Loan No. 3) The mortgagee waived escrows
                 for immediate repairs in the amount of $330,980 recommended by
                 the property condition report, broken down among properties as
                 follows: Holland Park, $56,050; Azalea Springs, $32,600;
                 Oakbrook Terrace Corporate Center III, $10,000; Southfield
                 Logisitcs, $33,050; Kensington Business Center, $172,280.
--------------------------------------------------------------------------------

    (19(a))      The representation is true and accurate, except as follows:

                 Centerpoint I (Loan No. 12) The mortgagee waived escrows for
                 immediate repairs in the amount of $142,000 recommended by the
                 property condition report.
--------------------------------------------------------------------------------

    (19(a))      The representation is true and accurate, except as follows:

                 Avion Business Park Portfolio (Loan No. 13) The mortgagee
                 waived escrows for immediate repairs in the amount of $24,800
                 recommended by the property condition report, broken down among
                 properties as follows: Avion Tech II, $3,600; Avion Tech I,
                 $1,200; Midrise II, $20,000.
--------------------------------------------------------------------------------

    (19(a))      The representation is true and accurate, except as follows:

                 HTA - Cloverleaf (Loan No. 23) The mortgagee waived escrows for
                 immediate repairs in the amount of $7,710 recommended by the
                 property condition report.
--------------------------------------------------------------------------------

    (19(a))      The representation is true and accurate, except as follows:

                 HTA - Santa Barbara (Loan No. 39) The mortgagee waived escrows
                 for immediate repairs in the amount of $6,530 recommended by
                 the property condition report.
--------------------------------------------------------------------------------

    (19(a))      The representation is true and accurate, except as follows:

                 Viva International Building (Loan No. 62) The mortgagee waived
                 escrows for immediate repairs in the amount of $7,114
                 recommended by the property condition report.
--------------------------------------------------------------------------------

    (19(a))      The representation is true and accurate, except as follows:

                 Horsham Point (Loan No. 57) The mortgagee waived escrows for
                 immediate repairs in the amount of $10,000 recommended by the
                 property condition report.
--------------------------------------------------------------------------------

    (19(a))      The representation is true and accurate, except as follows:

                 Attic Plus Self Storage (Loan No. 84) The mortgagee waived
                 immediate repairs in the amount of $18,669 recommended by the
                 property condition report.
--------------------------------------------------------------------------------

    (19(a))      The representation is true and accurate, except as follows:

                 Dearborn Plaza (Loan No. 85) The mortgagee waived immediate
                 repairs in the amount of $5,250 recommended by the property
                 condition report.
--------------------------------------------------------------------------------

    (19(a))      The representation is true and accurate, except as follows:

                 HTA - Skyway (Loan No. 151) The mortgagee waived immediate
                 repairs in the amount of $7,860 recommended by the property
                 condition report.
--------------------------------------------------------------------------------

    (19(a))      The representation is true and accurate, except as follows:

                 Oxford Place Apartments, HTA - North Glen Village, Rite Aid
                 Portfolio, HTA - Hoosier Estates, Safe Storage Portfolio, The
                 Storage Center - Balis, HTA - Shenandoah Estates, Westwood
                 Square, HTA-Beacon Hill Colony, EKU By-Pass, Alec Plaza, The
                 Cliffs Apartments, Country Manor Apartments, Canyon Portal 2,
                 Concord Commons, HTA - Holiday Estates (Loan No. 65, 101, 102,
                 109, 111, 116, 120, 125, 128, 194, 177, 127, 196, 26, 17, 113)
                 The mortgagee waived immediate repairs in an amount of less
                 than $5,000 recommended by the property condition report.
--------------------------------------------------------------------------------

    (19(b))      The representation is true and accurate, except as follows:

                 The Meridian at Brentwood - Phase I (Loan No. 19) A small,
                 unimproved parcel of the Mortgaged Property may be condemned in
                 connection with the City of St. Louis' development and
                 expansion of its light rail system adjacent to the Mortgaged
                 Property. The value of the unimproved parcel was not included
                 in the underwriting of the loan.
--------------------------------------------------------------------------------

    (19(b))      The representation is true and accurate, except as follows:

                 Eagle Window (Loan No. 44) The United States government has the
                 right to intentionally flood the Mortgaged Property. This risk
                 is partially mitigated by title insurance coverage (limited to
                 forced removal of improvements by judicial action) and a losses
                 carveout (covering any loss or damage occasioned by the
                 government's exercise of its right to flood the Mortgaged
                 Property).
--------------------------------------------------------------------------------

    (20(g))      The representation is true and accurate, except as follows:

                 Patrick Henry Building (Loan No. 11) The original term of the
                 Ground Lease plus optional renewal periods extends until
                 October 21, 2034, which is less than 20 years beyond January 1,
                 2016, the stated maturity date of the Mortgage Loan.
--------------------------------------------------------------------------------

      (22)       The representation is true and accurate, except as follows:

                 Houston Galleria (Loan No. 1) Depending on the number of
                 insurance companies issuing the Insurance Policies and the
                 number of rating agencies rating the certificates, the related
                 Mortgage Loan documents permit a sliding scale of ratings
                 requirements for the insurance companies issuing the policies
                 from "A" to "BBB".

                 The related Mortgage Loan documents permit a $100,000
                 deductible for casualty insurance.
--------------------------------------------------------------------------------

      (22)       The representation is true and accurate, except as follows:

                 Centerpoint I (Loan No. 12) The Mortgagor is permitted to
                 insure through Affiliated FM Insurance Co. so long as
                 Affiliated FM Insurance Co. maintains a rating of "BBB" by S&P,
                 and none of the Rating Agencies or investors in connection with
                 a securitization request removal of Affiliated FM Insurance Co.
                 The Mortgagor also is permitted to use a syndicate of insurance
                 providers so long as at least seventy-five percent (75%) of the
                 coverage (if there are four (4) or fewer members of the
                 syndicate) or at least sixty percent (60%) of the coverage (if
                 there are five (5) or more members of the syndicate) have a
                 claims paying ability rating of "A" or better by at least two
                 (2) rating agencies (one of which shall be S&P if they are
                 rating the securities and one of which will be Moody's if they
                 are rating the securities), or if only one rating agency is
                 rating the securities, then only by such rating agency
                 (provided that all other members of such syndicate shall have a
                 claims paying ability rating of at least "BBB" by such rating
                 agencies).
--------------------------------------------------------------------------------

      (22)       The representation is true and accurate, except as follows:

                 Chartwell II (Loan No. 14) The Mortgagor is required to carry
                 Insurance Policies having a claims paying ability rating of "A"
                 or better (and the equivalent thereof) by at least two (2) of
                 the rating agencies rating the certificates, or, if only one
                 rating agency is rating the certificates, then only by such
                 rating agency; provided, however, that (i) the first layer of
                 coverage under such insurance will be provided by carriers with
                 a minimum financial strength rating by S&P of "A" or better;
                 (ii) 60% (75% if there are four or fewer members in the
                 syndicate) of the aggregate limits under such Insurance
                 Policies must be provided by carriers with a minimum financial
                 strength rating from S&P of "A" or better and (iii) a financial
                 strength rating from S&P of at least "BBB".

                 The related Mortgage Loan documents permit a $100,000
                 deductible for general liability insurance so long as certain
                 principals are in control of the Mortgagor.
--------------------------------------------------------------------------------

      (22)       The representation is true and accurate, except as follows:

                 Flamingo East Plaza (Loan No. 27) The Mortgage Loan documents
                 provide for a deductible of $5,000 for general liability
                 insurance.

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

      (22)       The representation is true and accurate, except as follows:

                 Vista Plaza (Loan No. 55) The Mortgage Loan documents provide
                 for a deductible of $5,000 for general liability insurance.

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

      (22)       The representation is true and accurate, except as follows:

                 Horsham Point (Loan No. 57) The Mortgage Loan documents provide
                 for a deductible of $50,000 for terrorism insurance.
--------------------------------------------------------------------------------

      (22)       The representation is true and accurate, except as follows:

                 Salem Courthouse Apartments (Loan No. 70) The Mortgage Loan
                 documents provide for a deductible for named hurricanes is the
                 greater of 2% of the insured value of the Mortgaged Property or
                 $100,000.
--------------------------------------------------------------------------------

      (22)       The representation is true and accurate, except as follows:

                 407 Broadway (Loan No. 82) The Mortgage Loan documents permit
                 the Mortgagor to have an "all-risk" deductible of $2.5 million,
                 subject to satisfaction of certain conditions set forth in the
                 Mortgage Loan documents.
--------------------------------------------------------------------------------

      (22)       The representation is true and accurate, except as follows:

                 Barringer Foreman Technology Building (Loan No. 89) The
                 Mortgage Loan documents provide for a windstorm deductible for
                 2% of insured value of the Mortgaged Property, but not less
                 than $100,000.
--------------------------------------------------------------------------------

      (22)       The representation is true and accurate, except as follows:

                 Concord Commons (Loan No. 17) The Mortgage Loan documents
                 permit a $25,000 deductible for casualty insurance.

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

      (22)       The representation is true and accurate, except as follows:

                 Estancia at Morningstar (Loan No. 21) The Mortgage Loan
                 documents provide for a deductible of not to exceed $10,000 for
                 general liability insurance.

                 The Mortgagor is permitted to maintain its current Insurance
                 Policy, with an insurer that is not rated by S&P (Essex).
--------------------------------------------------------------------------------

      (22)       The representation is true and accurate, except as follows:

                 Eagle Window (Loan No. 44) The Mortgagor is permitted to
                 maintain its current Insurance Policy with an insurer with a
                 claims-paying rating of "BBB" by S&P, provided that in the
                 event that the insurer's claims-paying rating is downgraded
                 below either of its current ratings, the Mortgagor is required
                 to switch carriers to an insurer that meets the ratings
                 requirements.

                 Deductible for all-risk Insurance Policy is $50,000.

                 The related Mortgage Loan documents permit a $500,000
                 deductible for casualty insurance.
--------------------------------------------------------------------------------

      (22)       The representation is true and accurate, except as follows:

                 Viva International Building (Loan No. 62) Deductible for
                 all-risk Insurance Policy may exceed $25,000 (capped at
                 $50,000).
--------------------------------------------------------------------------------

      (22)       The representation is true and accurate, except as follows:

                 Chase Financial Tower (Loan No. 56) Deductible for all-risk
                 Insurance Policy may exceed $25,000 (capped at $50,000).

                 The Mortgage Loan documents provide for a deductible of not to
                 exceed $5,000 for general liability insurance; provided,
                 however, that subject to the satisfaction of certain
                 conditions, the mortgagee shall permit a deductible of not to
                 exceed $500,000.

                 The Mortgage Loan documents permit a deductible for boiler and
                 machinery insurance of up to $100,000.
--------------------------------------------------------------------------------

      (22)       The representation is true and accurate, except as follows:

                 Tulane Park Apartment (Loan No. 60) The Mortgagor is permitted
                 to maintain an Insurance Policy issued by an insurer that does
                 not meet the rating requirement (Ohio Casualty), provided that
                 in the case of a claims-paying ability ratings downgrade below
                 "BBB" by S&P and "A-IX" by A.M. Best, or upon renewal,
                 whichever occurs first, the Mortgagor is required to obtain
                 insurance from an acceptable insurer.

                 The Mortgage Loan documents provide for a deductible of $5,000
                 for general liability insurance.
--------------------------------------------------------------------------------

      (22)       The representation is true and accurate, except as follows:

                 Pickwick Place Apartments (Loan No. 67) The Mortgage Loan
                 documents provide for a deductible of $10,000 for general
                 liability insurance.
--------------------------------------------------------------------------------

      (22)       The representation is true and accurate, except as follows:

                 The Crossings at 288 (Loan No. 87) All Insurance Policies
                 contain clauses providing they are not terminable and may not
                 be terminated, without thirty days prior written notice to the
                 mortgagee. Evidence of renewal of insurance is due not less
                 than 15 days prior to policy expiration (instead of 30 days).
--------------------------------------------------------------------------------

      (22)       The representation is true and accurate, except as follows:

                 Wyckford Commons Apartments (Loan No. 91) The Mortgage Loan
                 documents provide for a deductible of $10,000 for general
                 liability insurance.
--------------------------------------------------------------------------------

      (22)       The representation is true and accurate, except as follows:

                 The Cliffs Apts, Phase I (Loan No. 127) Deductible for all-risk
                 Insurance Policy may exceed $25,000 (capped at "the lesser of
                 $10,000 or 1% of the face value of the policy for liability,
                 $25,000 for property claims, and $50,000 for wind and hail").

                 The Mortgage Loan documents provide for a deductible of $10,000
                 for general liability insurance.
--------------------------------------------------------------------------------

      (22)       The representation is true and accurate, except as follows:

                 Holiday Inn Express (Loan No. 129) Deductible for all-risk
                 Insurance Policy may exceed $25,000 (capped at not to exceed
                 $50,000; provided that such deductible may by increased to not
                 to exceed $250,000 subject to certain conditions, including so
                 long as Sunburst Hospitality Corporation remains liable as
                 guarantor under the guaranty).

                 The Mortgagor is permitted to maintain an Insurance Policy
                 issued by an insurer that is not rated by A.M. Best.
--------------------------------------------------------------------------------

      (22)       The representation is true and accurate, except as follows:

                 Greenfield Apartments (Loan No. 172) The Mortgage Loan
                 documents provide for a deductible of $15,000 for general
                 liability insurance.
--------------------------------------------------------------------------------

      (22)       The representation is true and accurate, except as follows:

                 Faurecia Exhaust Systems Inc., Ind/Off (Loan No. 183) The
                 Mortgage Loan documents provide for a deductible of $100,000
                 for casualty insurance.
--------------------------------------------------------------------------------

      (24)       The representation is true and accurate, except as follows:

                 The Meridian at Brentwood - Phase I (Loan No. 19) Mortgagor is
                 the defendant in a pending lawsuit by Red Robin International
                 Inc. and Red Robin Gourmet Burgers Inc., pursuant to which the
                 plaintiff is seeking lost profits in the amount of $100,000 and
                 punitive damages based on the Mortgagor's alleged breach of a
                 letter of intent to lease space to plaintiff.
--------------------------------------------------------------------------------

      (27)       The representation is true and accurate, except as follows:

                 Maryland Corporate Center (Loan No. 33) This is an IDOT loan.
                 The IDOT grantor, and not the Mortgagor, is required to provide
                 the financial documentation to mortgagee.
--------------------------------------------------------------------------------

      (27)       The representation is true and accurate, except as follows:

                 Stayton Business Center II (Loan No. 88) This is an IDOT loan.
                 The IDOT grantor, and not the Mortgagor, is required to provide
                 the financial documentation to mortgagee.
--------------------------------------------------------------------------------

      (27)       The representation is true and accurate, except as follows:

                 MSTC A&B (Loan No. 123) This is an IDOT loan. The IDOT grantor,
                 and not the Mortgagor, is required to provide the financial
                 documentation to mortgagee.
--------------------------------------------------------------------------------

      (29)       The representation is true and accurate, except as follows:

                 Colony Portfolio II, Maryland Corporate Center (Loan No. 3, 33)
                 The original principal balance of the Colony Portfolio II
                 Mortgage Loan and the Maryland Corporate Center Mortgage Loan,
                 which loans are to Mortgagors under common control, represent
                 more than 5% of the aggregate outstanding principal amount of
                 all the mortgage loans included in the Trust Fund.
--------------------------------------------------------------------------------

      (30)       The representation is true and accurate, except as follows:

                 Maryland Corporate Center (Loan No. 33) The IDOT grantor is not
                 a Single Purpose Entity because it owns equity interests in
                 other entities unrelated to the Mortgagor or the Mortgage Loan.
--------------------------------------------------------------------------------

      (32)       The representation is true and accurate, except as follows:

                 Houston Galleria (Loan No. 1) Pursuant to the Mortgage Loan
                 documents, the members of Mortgagor are permitted to pledge all
                 or any portion of their membership interest(s) in Mortgagor to
                 secure a mezzanine loan, subject to satisfaction of certain
                 conditions set forth therein.

                 The related Mortgage Loan documents contain certain rights to
                 release various portions of the collateral without
                 consideration, including the current Macy's parcel and certain
                 adjacent in-line space, future vacant anchors that are
                 transferred to another anchor user, all or a portion of one
                 parking garage and certain other minor transfers to owners of
                 the commercial condominium units.

                 Certain other transfers to affiliates and other entities are
                 permitted pursuant to the Mortgage Loan documents.
--------------------------------------------------------------------------------

      (32)       The representation is true and accurate, except as follows:

                 Ballantyne Corporate Park (Loan No. 2) Subject to the
                 satisfaction of certain criteria, the Mortgage Loan documents
                 allow members of the Mortgagor the right to pledge their
                 interests in the Mortgagor to secure a mezzanine loan.

                 Various transfers of direct and indirect interests in the
                 Mortgagor are permitted to Bissell family members, affiliates
                 of Bissell family members, Bissell family trusts and certain
                 charities.
--------------------------------------------------------------------------------

      (32)       The representation is true and accurate, except as follows:

                 Colony Portfolio II (Loan No. 3) Pursuant to the Mortgage Loan
                 documents, the members of Mortgagor are permitted to pledge all
                 or any portion of their membership interest(s) in Mortgagor to
                 secure a mezzanine loan, subject to satisfaction of certain
                 conditions set forth therein.
--------------------------------------------------------------------------------

      (32)       The representation is true and accurate, except as follows:

                 Avion Business Center (Loan No. 13) Subject to the satisfaction
                 of certain conditions, transfers in connection with a public or
                 private REIT offering are permitted without Mortgagee's
                 consent.

                 The sole member of the Mortgagor has pledged its ownership
                 interests in the Mortgagor to secure a mezzanine loan held by
                 LEM Funding XXXIII, L.P. and LEM Parallel XXXIII, L.P. If the
                 sole member of the Mortgagor defaults on the mezzanine loan,
                 the controlling interest in the Mortgaged Property will be
                 transferred from the sole member of the Mortgagor to LEM
                 Funding XXXIII, L.P. and LEM Parallel XXXIII, L.P.

                 Subject to the satisfaction of certain criteria, the Mortgage
                 Loan documents allow any direct or indirect owner of the
                 Mortgagor the right to pledge its respective interest in the
                 Mortgagor to secure a mezzanine loan in connection with the
                 refinancing of the existing mezzanine loan referenced above.
--------------------------------------------------------------------------------

      (32)       The representation is true and accurate, except as follows:

                 Chartwell II (Loan No. 14) Subject to the satisfaction of
                 certain conditions, transfers to affiliates and other entities
                 are permitted without the Mortgagee's consent.
--------------------------------------------------------------------------------

      (32)       The representation is true and accurate, except as follows:

                 Park Center (Loan No. 15) The Mortgagor's indirect owner is has
                 incurred preferred equity from National City Bank.

                 The parent companies of the Mortgagor are permitted to pledge
                 their assets to certain qualified transferees in connection
                 with obtaining credit facilities.

                 Subject to the satisfaction of certain conditions, transfers to
                 affiliates and other entities are permitted without the
                 Mortgagee's consent.
--------------------------------------------------------------------------------

      (32)       The representation is true and accurate, except as follows:

                 Flamingo East Plaza (Loan No. 27) Subject to the satisfaction
                 of certain criteria, the Mortgage Loan documents allow the
                 owners of the Mortgagor the right to pledge their respective
                 interests in the Mortgagor to secure a mezzanine loan.
--------------------------------------------------------------------------------

      (32)       The representation is true and accurate, except as follows:

                 The Campbell House (Loan No. 40) Subject to the satisfaction of
                 certain criteria, the Mortgage Loan documents allow the members
                 of the Mortgagor the right to pledge their respective interests
                 in the Mortgagor to secure a mezzanine loan.
--------------------------------------------------------------------------------

      (32)       The representation is true and accurate, except as follows:

                 Vista Plaza (Loan No. 55) Subject to the satisfaction of
                 certain criteria, the Mortgage Loan documents allow the members
                 of the Mortgagor the right to pledge their interests in the
                 Mortgagor to secure a mezzanine loan.
--------------------------------------------------------------------------------

      (32)       The representation is true and accurate, except as follows:

                 Chase Financial Tower (Loan No. 56) Subject to the satisfaction
                 of certain criteria, the Mortgage Loan documents allow the
                 members of the Mortgagor the right to pledge their interests in
                 the Mortgagor to secure a mezzanine loan.
--------------------------------------------------------------------------------

      (32)       The representation is true and accurate, except as follows:

                 Horsham Point (Loan No. 57) Subject to the satisfaction of
                 certain conditions, transfers to affiliates and other entities
                 are permitted without the Mortgagee's consent.
--------------------------------------------------------------------------------

      (32)       The representation is true and accurate, except as follows:

                 Pickwick Place Apartments (Loan No. 67) The transfer of
                 ownership interest in the Mortgagor to R&S or Elizabeth for the
                 Mortgaged Property in connection with a Section 1031 tax
                 deferred exchange is permitted under the Mortgage Loan
                 documents. The managing member of the Mortgagor is a 1031 tax
                 deferral exchange intermediary. The intermediary holds the
                 property for a 180 day safe harbor period until the Mortgagor
                 locates a replacement property. The Mortgage Loan documents
                 require the exchange intermediary to transfer 100% of its
                 interests in the Mortgagor within 180 days to an affiliate of
                 the Mortgagor. If such transfer is not made, it is an event of
                 default.
--------------------------------------------------------------------------------

      (32)       The representation is true and accurate, except as follows:

                 Salem Courthouse Apartments (Loan No. 70) The transfer of
                 ownership interest in the Mortgagor to R&S or Elizabeth for the
                 Mortgaged Property in connection with a Section 1031 tax
                 deferred exchange is permitted under the Mortgage Loan
                 documents. The managing member of the Mortgagor is a 1031 tax
                 deferral exchange intermediary. The intermediary holds the
                 property for a 180 day safe harbor period until the Mortgagor
                 locates a replacement property. The Mortgage Loan documents
                 require the exchange intermediary to transfer 100% of its
                 interests in the Mortgagor within 180 days to an affiliate of
                 the Mortgagor. If such transfer is not made, it is an event of
                 default.
--------------------------------------------------------------------------------

      (32)       The representation is true and accurate, except as follows:

                 5301 Whitter Bldg (Loan No. 83) Pursuant to the Mortgage Loan
                 documents, the members of Mortgagor are permitted to pledge all
                 or any portion of their membership interest(s) in Mortgagor to
                 secure a mezzanine loan, subject to satisfaction of certain
                 conditions set forth therein.

                 Certain other transfers to affiliates and other entities are
                 permitted pursuant to Article 8 of the Mortgage Loan agreement.
--------------------------------------------------------------------------------

      (32)       The representation is true and accurate, except as follows:

                 Irwindale (Loan No. 86) Subject to the satisfaction of certain
                 criteria, the Mortgage Loan documents allow the members of the
                 Mortgagor the right to pledge their interests in the Mortgagor
                 to secure a mezzanine loan.
--------------------------------------------------------------------------------

      (32)       The representation is true and accurate, except as follows:

                 Wyckford Commons Apartments (Loan No. 91) The transfer of
                 ownership interest in the Mortgagor to R&S or Elizabeth for the
                 Mortgaged Property in connection with a Section 1031 tax
                 deferred exchange is permitted under the Mortgage Loan
                 documents. The managing member of the Mortgagor is a 1031 tax
                 deferral exchange intermediary. The intermediary holds the
                 property for a 180 day safe harbor period until the Mortgagor
                 locates a replacement property. The Mortgage Loan documents
                 require the exchange intermediary to transfer 100% of its
                 interests in the Mortgagor within 180 days to an affiliate of
                 the Mortgagor. If such transfer is not made, it is an event of
                 default.
--------------------------------------------------------------------------------

      (32)       The representation is true and accurate, except as follows:

                 York Woods Center (Loan No. 117) Subject to the satisfaction of
                 certain criteria, certain permitted transferees of the
                 Mortgaged Property are permitted to incur additional
                 subordinate indebtedness secured by the Mortgaged Property.
--------------------------------------------------------------------------------

      (32)       The representation is true and accurate, except as follows:

                 Faurecia Exhaust Systems Inc. Ind/Off (Loan No. 183) Certain
                 other transfers to affiliates and other entities are permitted
                 pursuant to Article 8 of the Mortgage Loan agreement.
--------------------------------------------------------------------------------

      (32)       The representation is true and accurate, except as follows:

                 Maple 108 Shopping Center (Loan No. 185) Subject to the
                 satisfaction of certain conditions, certain transfers of
                 limited partnership interests are permitted.
--------------------------------------------------------------------------------

      (34)       The representation is true and accurate, except as follows:

                 Ballantyne Corporate Park (Loan No. 2) In addition to
                 "governmental securities" within the meaning of Treasury
                 Regulations Section 1.860G-2(a)(8)(i), the Mortgagor instead
                 may deliver other "governmental securities" described in the
                 Mortgage Loan documents to the extent approved by the Rating
                 Agencies.
--------------------------------------------------------------------------------

      (34)       The representation is true and accurate, except as follows:

                 Houston Galleria (Loan No. 1) In addition to "governmental
                 securities" within the meaning of Treasury Regulations Section
                 1.860G-2(a)(8)(i), the Mortgagor instead may deliver other
                 "governmental securities" described in the Mortgage Loan
                 documents to the extent approved by the Rating Agencies.
--------------------------------------------------------------------------------

      (34)       The representation is true and accurate, except as follows:

                 Colony Portfolio II (Loan No. 3) The Mortgage Loan documents do
                 not require approval of the Single Purpose Entity by the holder
                 of the Mortgage Loan as required by clause (B) of the
                 representation, but the Mortgage Loan documents require
                 compliance with rating agency requirements.
--------------------------------------------------------------------------------

      (35)       The representation is true and accurate, except as follows:

                 Houston Galleria (Loan No. 1) The related Mortgage Loan
                 documents contain certain rights to release various portions of
                 the collateral without consideration, including the current
                 Macy's parcel and certain adjacent in-line space, future vacant
                 anchors that are transferred to another anchor user, all or a
                 portion of one parking garage and certain other minor transfers
                 to owners of the commercial condominium units.
--------------------------------------------------------------------------------

      (35)       The representation is true and accurate, except as follows:

                 Ballantyne Corporate Park (Loan No. 2) Each Ballantyne
                 Corporate Park property may be released from the lien of the
                 Mortgage upon defeasance of an amount equal to 105% of the
                 Allocated Loan Amount for hotel properties and 110% of the
                 Allocated Loan Amount for office properties. Notwithstanding
                 the foregoing, the Mortgagor has a one-time right to pay a
                 lower release price (provided that such lower price is not less
                 than 75% of the Allocated Loan Amount), subject to the
                 satisfaction of certain criteria.

                 The Mortgagor may obtain a release of an individual Mortgaged
                 Property by substituting its interest in other collateral
                 during the term of the Mortgage Loan, subject to certain
                 conditions as set forth in the related Mortgage Loan documents.
--------------------------------------------------------------------------------

      (35)       The representation is true and accurate, except as follows:

                 Avion Business Center (Loan No. 13) Each Avion Business Center
                 property may be released from the lien of the Mortgage upon
                 defeasance of an amount equal to 110% of the Allocated Loan
                 Amount.

                 The Mortgagor may obtain a release of an individual Mortgaged
                 Property by substituting its interest in other collateral
                 during the term of the Mortgage Loan, subject to certain
                 conditions as set forth in the related Mortgage Loan documents.
--------------------------------------------------------------------------------

      (35)       The representation is true and accurate, except as follows:

                 Colony Portfolio II (Loan No. 3) Each Colony Portfolio property
                 and individual buildings within each Colony Portfolio property
                 may be released from the lien of the mortgage upon defeasance
                 of an amount less than 125% of the allocated loan amount.

                 The Mortgagor may obtain a release of a portion of Mortgaged
                 Property by substituting its interest in other collateral
                 during the term of the Mortgage Loan, subject to certain
                 conditions as set forth in the related Mortgage Loan documents.
--------------------------------------------------------------------------------

      (35)       The representation is true and accurate, except as follows:

                 Centerpoint I (Loan No. 12) Each Centerpoint I property may be
                 released from the lien of the Mortgage upon defeasance of an
                 amount equal to 110% of the allocated loan amount.

                 The Mortgagor may obtain a release of an individual Mortgaged
                 Property by substituting its interest in other collateral
                 during the term of the Mortgage Loan, subject to certain
                 conditions as set forth in the related Mortgage Loan documents.
--------------------------------------------------------------------------------

      (35)       The representation is true and accurate, except as follows:

                 Chartwell II (Loan No. 14) Each Chartwell II property may be
                 released from the lien of the Mortgage upon defeasance of an
                 amount equal to 120% of the Allocated Loan Amount.
--------------------------------------------------------------------------------

      (35)       The representation is true and accurate, except as follows:

                 Maryland Corporate Center (Loan No. 33) Each building within
                 the Maryland Corporate Center property may be released from the
                 lien of the Mortgage upon defeasance of an amount equal to
                 107.5% of the Allocated Loan Amount.
--------------------------------------------------------------------------------

      (35)       The representation is true and accurate, except as follows:

                 Shadow Creek Apartments (Loan No. 135) A portion of the
                 Mortgaged Property may be released from the lien of the
                 Mortgage upon payment to the mortgagee of a $240,000 fee and
                 the satisfaction of certain other criteria, including a DSCR
                 test.
--------------------------------------------------------------------------------

      (36)       The representation is true and accurate, except as follows:

                 Maryland Corporate Center (Loan No. 33) Because the Mortgage
                 Loan is structured for tax purposes as an IDOT, the guarantor
                 of the IDOT owns the related Mortgaged Property instead of the
                 related Mortgagor.
--------------------------------------------------------------------------------

      (36)       The representation is true and accurate, except as follows:

                 Stayton Business Center II (Loan No. 88) Because the Mortgage
                 Loan is structured for tax purposes as an IDOT, the guarantor
                 of the IDOT owns the related Mortgaged Property instead of the
                 related Mortgagor.
--------------------------------------------------------------------------------

      (36)       The representation is true and accurate, except as follows:

                 MSTC A&B (Loan No. 123) Because the Mortgage Loan is structured
                 for tax purposes as an IDOT, the guarantor of the IDOT owns the
                 related Mortgaged Property instead of the related Mortgagor.
--------------------------------------------------------------------------------

      (37)       The representation is true and accurate, except as follows:

                 HTA - Cloverleaf (Loan No. 23) The Mortgaged Property contains
                 an "RV" section where approximately 26 RVs are tied down in
                 violation of applicable zoning laws. Mortgagee received a
                 $500,000 guarantee from non-recourse guarantor (Hometown
                 America, L.L.C.) to cover potential costs incurred by the
                 Mortgagor in connection with removing the RVs as to comply with
                 current zoning requirements.
--------------------------------------------------------------------------------

      (37)       The representation is true and accurate, except as follows:

                 Lily Flagg Station Apartments (Loan No. 43) As of the date of
                 origination, the related Mortgaged Property is non-conforming
                 due to a 13 foot side setback deficiency on the north side of
                 the Mortgaged Property. This risk is partially mitigated by
                 title insurance coverage.
--------------------------------------------------------------------------------

      (39)       The representation is true and accurate, except as follows:

                 Shoppes at Barnes Crossing (Loan No. 92) Mississippi state law
                 provides that a late payment fee cannot be charged until a
                 payment is more than 15 days late. However, mortgagee may
                 accelerate the Mortgage and foreclose on the Mortgaged Property
                 if a Monthly Payment is more than 10 days delinquent.
--------------------------------------------------------------------------------

      (41)       The representation is true and accurate, except as follows:

                 Houston Galleria (Loan No. 1) Terrorism insurance premiums are
                 capped at $450,000 per year.
--------------------------------------------------------------------------------
      (41)       The representation is true and accurate, except as follows:

                 Ballantyne Corporate Park (Loan No. 2) Terrorism insurance
                 premiums are capped at $500,000 per year.
--------------------------------------------------------------------------------
      (41)       The representation is true and accurate, except as follows:

                 Patrick Henry Building (Loan No. 11) Terrorism insurance
                 premiums are capped at $205,000 per year, subject to annual
                 escalations as set forth in the Mortgage Loan documents.
--------------------------------------------------------------------------------
      (41)       The representation is true and accurate, except as follows:

                 Colony Portfolio II (Loan No. 3) Terrorism insurance premiums
                 are capped at $30,000, $35,000, $45,000, $50,000, $60,000,
                 $75,000 per year respectively, for Park at Woodinville, Fair
                 Oaks, Azalea Springs, Southfield, Holland Park, Kensington
                 Business Center and Oakbrook Terrace.
--------------------------------------------------------------------------------
      (41)       The representation is true and accurate, except as follows:

                 Avion Business Center (Loan No. 13) Terrorism insurance
                 premiums are capped at $75,000 per year.
--------------------------------------------------------------------------------
      (41)       The representation is true and accurate, except as follows:

                 Centerpoint I (Loan No. 12) Terrorism insurance premiums are
                 capped at $200,000 per year.
--------------------------------------------------------------------------------
      (41)       The representation is true and accurate, except as follows:

                 Chartwell II (Loan No. 14) Terrorism insurance premiums are
                 capped at $90,625 per year, subject to annual escalations as
                 set forth in the Mortgage Loan documents.
--------------------------------------------------------------------------------
      (41)       The representation is true and accurate, except as follows:

                 Park Center (Loan No. 15) Terrorism insurance premiums are
                 capped at $100,000 per year, subject to annual escalations as
                 set forth in the Mortgage Loan documents.
--------------------------------------------------------------------------------
      (41)       The representation is true and accurate, except as follows:

                 HTA - Cloverleaf (Loan No. 23) Terrorism insurance premiums are
                 capped at an amount equal to 105% of the then current annual
                 premiums for the Mortgagor's "all-risk" and business income
                 insurance policies.
--------------------------------------------------------------------------------
      (41)       The representation is true and accurate, except as follows:

                 Maryland Corporate Center (Loan No. 33) Terrorism insurance
                 premiums are capped at $60,000 per year.
--------------------------------------------------------------------------------
      (41)       The representation is true and accurate, except as follows:

                 HTA - Santa Barbara (Loan No. 39) Terrorism insurance premiums
                 are capped at an amount equal to 105% of the then current
                 annual premiums for the Mortgagor's "all-risk" and business
                 income insurance policies.
--------------------------------------------------------------------------------
      (41)       The representation is true and accurate, except as follows:

                 Chase Financial Tower (Loan No. 56) Terrorism insurance
                 premiums are capped at $25,000 per year.
--------------------------------------------------------------------------------
      (41)       The representation is true and accurate, except as follows:

                 Horsham Point (Loan No. 57) Terrorism insurance premiums may
                 contain an exclusion from coverage when the Mortgaged Property
                 is insured for terrorism and similar acts of sabotage under
                 Kimco Realty Corporation's existing stand-alone terrorism
                 blanket or replacement policy in an amount not less than
                 $100,000.
--------------------------------------------------------------------------------
      (41)       The representation is true and accurate, except as follows:

                 HTA - North Glen Village (Loan No. 101) Terrorism insurance
                 premiums are capped at an amount equal to 105% of the then
                 current annual premiums for the Mortgagor's "all-risk" and
                 business income insurance policies.
--------------------------------------------------------------------------------
      (41)       The representation is true and accurate, except as follows:

                 HTA - Hoosier Estates (Loan No. 109) Terrorism insurance
                 premiums are capped at an amount equal to 105% of the then
                 current annual premiums for the Mortgagor's "all-risk" and
                 business income insurance policies.
--------------------------------------------------------------------------------
      (41)       The representation is true and accurate, except as follows:

                 HTA - Holiday Estates (Loan No. 113) Terrorism insurance
                 premiums are capped at an amount equal to 105% of the then
                 current annual premiums for the Mortgagor's "all-risk" and
                 business income insurance policies.
--------------------------------------------------------------------------------
      (41)       The representation is true and accurate, except as follows:

                 HTA - Shenandoah Estate (Loan No. 113) Terrorism insurance
                 premiums are capped at an amount equal to 105% of the then
                 current annual premiums for the Mortgagor's "all-risk" and
                 business income insurance policies.
--------------------------------------------------------------------------------
      (41)       The representation is true and accurate, except as follows:

                 HTA - Beacon Hill Colony (Loan No. 128) Terrorism insurance
                 premiums are capped at an amount equal to 105% of the then
                 current annual premiums for the Mortgagor's "all-risk" and
                 business income insurance policies.
--------------------------------------------------------------------------------
      (41)       The representation is true and accurate, except as follows:

                 HTA - Skyway (Loan No. 151) Terrorism insurance premiums are
                 capped at an amount equal to 105% of the then current annual
                 premiums for the Mortgagor's "all-risk" and business income
                 insurance policies.
--------------------------------------------------------------------------------
      (41)       The representation is true and accurate, except as follows:

                 Holiday Inn Express (Loan No. 129) Terrorism insurance premiums
                 are capped at $20,000 per year.
--------------------------------------------------------------------------------


<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: