EXHIBIT 10.4

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


                                    PURCHASER


                          EUROHYPO AG, NEW YORK BRANCH,


                                     SELLER


                        MORTGAGE LOAN PURCHASE AGREEMENT


                          Dated as of December 1, 2006


                            Fixed Rate Mortgage Loans


                                Series 2006-LDP9





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               This Mortgage Loan Purchase Agreement (this "Agreement"), dated
as of December 1, 2006, is between J.P. Morgan Chase Commercial Mortgage
Securities Corp., as purchaser (the "Purchaser"), and Eurohypo AG, New York
Branch, as seller (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 December 1, 2006 (the "Pooling and Servicing Agreement") among the
Purchaser, as depositor (the "Depositor"), Midland Loan Services, Inc., Capmark
Finance Inc. and Wachovia Bank, National Association, as master servicers (each,
a "Master Servicer"), LNR Partners, Inc., as special servicer (the "Special
Servicer"), LaSalle Bank National Association, as trustee (the "Trustee") and
Wells Fargo Bank, N.A., as paying agent (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 the term "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
(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 Closing Date
between the applicable Master Servicer and the Seller) all of its right, title,
and interest in and to the Mortgage Loans 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 Class A-1, Class A-1S, Class A-2,
Class A-2S, Class A-2SFL, Class A-3, Class A-3SFL, Class A-1A, Class X, Class
A-M, Class A-MS, Class A-J, Class A-JS, Class B, Class B-S, Class C, Class C-S,
Class D and Class D-S Certificates (the "Offered Certificates") to the
underwriters (the "Underwriters") specified in the underwriting agreement dated
December 15, 2006 (the "Underwriting Agreement") between the Depositor and J.P.
Morgan Securities Inc. ("JPMSI") for itself and as representative of the several
underwriters identified therein, and the Depositor will sell the Class E, Class
E-S, Class F, Class F-S, Class G, Class G-S, Class H, Class H-S, Class J, Class
K, Class L, Class M, Class N, Class P and Class NR Certificates (the "Private
Certificates") to JPMSI, the initial purchaser (together with the Underwriters,
the "Dealers") specified in the certificate purchase agreement dated December
15, 2006 (the "Certificate Purchase Agreement"), between the Depositor and JPMSI
for itself and as representative of the initial purchasers identified therein.

               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 in immediately available funds the sum of $608,205,574 (which
amount is inclusive of accrued interest and exclusive of the Seller's pro rata
share of 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 applicable Master Servicer. 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 a 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
2.01(c) of the Pooling and Servicing Agreement, and meeting all the requirements
of such Sections 2.01(b) and 2.01(c), and such other documents, instruments and
agreements as the Purchaser or the Trustee shall reasonably request. In
addition, the Seller agrees to deliver or cause to be delivered to the
applicable 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, or any attorney client communications
which are privileged communications or constitute legal or other due diligence
analyses, or internal communications of the Seller or its affiliates, or credit
underwriting or other 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 Trustee 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 applicable 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
applicable Master Servicer shall give the Seller notice of such failure and the
amount of such Transfer Modification costs 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 applicable Master Servicer, in order to assist and
facilitate in the transfer of the servicing of the Mortgage Loans to the
applicable Master Servicer, including effectuating the transfer of any letters
of credit with respect to any Mortgage Loan to the Trustee (in care of the
applicable Master Servicer) for the benefit of Certificateholders. Prior to the
date that a letter of credit, if any, with respect to any Mortgage Loan is
transferred to the Trustee (in care of the applicable Master Servicer), the
Seller will cooperate with the reasonable requests of the applicable 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;

               (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 Annexes
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 Annexes 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 Annexes 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 so amended or supplemented, be misleading
or so that the Prospectus Supplement, including Annexes 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 December 15,
2006 between the Purchaser and the Seller (the "Indemnification Agreement"); and

               (d) 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 related to a Serviced Whole Loan or any
Serviced Securitized Companion Loan that is deposited into an Other
Securitization or a Regulation AB Companion Loan Securitization, the depositor
in such Other Securitization or Regulation AB Companion Loan Securitization) and
the Trustee with any Additional Form 10-D Disclosure and any Additional Form
10-K Disclosure set forth next to the Purchaser's name on Schedule X and
Schedule Y of the Pooling and Servicing Agreement within the time periods set
forth in the Pooling and Servicing Agreement.

               SECTION 6. Representations and Warranties.

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

               (i) it is duly licensed and authorized to transact business in
        the State of New York as a branch of a foreign bank under Article V of
        the Banking Law of the United States;

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

               (v) the execution, delivery and performance of this Agreement by
        the Seller have 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 as contemplated herein,
        (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 do
        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 or their respective affiliates or any servicer
        of a Mortgage Loan) 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 (except with respect to any servicer of a
        Mortgage Loan, any commission or compensation that may be due and
        payable to such servicer if such servicer is terminated and does not
        continue to act as a servicer); and

               (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.

               (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 or agreement 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 or agreement;

               (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 any 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 purchase and 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 if 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, any Master Servicer, the
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 any
Mortgage Loan, the value of 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 applicable 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 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 18 months following the
Closing Date, if such Breach or Defect is capable of being cured but is not
cured within the Initial Resolution Period, and the Seller has commenced and is
diligently proceeding with the cure of such Breach or Defect within 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 Rating Agencies, the applicable Master Servicer, the Special Servicer, the
Trustee and the Directing Certificateholder 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 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 applicable Master Servicer, the Special Servicer, the Trustee or the
Trust Fund that are the basis of such Breach and have not been reimbursed by the
related Mortgagor; provided, however, that in the event any such costs and
expenses exceed $10,000, the Seller shall have the option to either repurchase
or substitute for the related Mortgage Loan as provided above or pay such costs
and expenses. Except as provided in the proviso to the immediately preceding
sentence, the Seller shall remit the amount of such costs and expenses and upon
its making such remittance, the Seller shall be deemed to have cured such Breach
in all respects. To the extent any fees or expenses that are the subject of a
cure by the Seller are subsequently obtained from the related Mortgagor, the
portion of the cure payment equal to such fees or expenses obtained from the
Mortgagor shall be returned to the Seller pursuant to Section 2.03(f) of the
Pooling and Servicing Agreement. Notwithstanding the foregoing, the sole remedy
with respect to any breach of the representation set forth in the second to last
sentence of clause (32) of Exhibit B hereto shall be payment by the Seller of
such costs and expenses without respect to the materiality of such breach.

               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 or copy
of a "marked up" written commitment or the pro-forma or specimen title insurance
policy or a commitment to issue the same pursuant to written escrow instructions
signed by the title insurance company) 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
the Defects previously described in clauses (a) through (f)) shall be considered
to materially and adversely affect the value of any Mortgage Loan, the value of
the related Mortgaged Property or the interests of the Trustee or any
Certificateholder therein 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 its Custodian within 18 months after 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 the Mortgage Loan affected by the applicable
Defect or Breach and the Qualified Substitute Mortgage Loan, if any, satisfy all
other criteria for repurchase or substitution, as applicable, 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 by the applicable Master Servicer 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).

               To the extent that the Seller is required to repurchase or
substitute for a Crossed Loan hereunder in the manner prescribed above while the
Trustee continues to hold any other Crossed Loans in such Crossed Group, neither
the Seller nor the Trustee shall enforce any remedies against the other's
Primary Collateral, but each is permitted to exercise remedies against the
Primary Collateral securing its respective Crossed Loans, including with respect
to the Trustee, the Primary Collateral securing Crossed Loans still held by the
Trustee.

               If the exercise of remedies by one party would materially impair
the ability of the other party to exercise its remedies with respect to the
Primary Collateral securing the Crossed Loans held by such party, then the
Seller and the Trustee shall forbear from exercising such remedies until the
Mortgage Loan documents evidencing and securing the relevant Crossed Loans can
be modified in a manner that removes the threat of material impairment as a
result of the exercise of remedies or some other accommodation can be reached.
Any reserve or other cash collateral or letters of credit securing the Crossed
Loans shall be allocated between such Crossed Loans in accordance with the
Mortgage Loan documents, or otherwise on a pro rata basis based upon their
outstanding Stated Principal Balances. Notwithstanding the foregoing, if a
Crossed Loan that remains in the Trust Fund is modified to terminate the related
cross collateralization and/or cross default provisions, as a condition to such
modification, the Seller shall furnish to the Trustee an Opinion of Counsel that
any modification shall not cause an Adverse REMIC Event. Any expenses incurred
by the Purchaser in connection with such modification or accommodation
(including but not limited to recoverable attorney fees) shall be paid by the
Seller.

               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, 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 (including
the Servicing File) 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 for
the affected Mortgage Loan pursuant to Section 6(e) herein shall constitute the
sole remedy available to the Purchaser in connection with a Breach or Defect
(subject to the last sentence of the second paragraph of Section 6(e)). It is
acknowledged and agreed that the representations and warranties are being made
for risk allocation purposes only; 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 memorandum
        of association, certified as of a recent date by the General Counsel of
        the Seller;

               (ii) an original or copy of a certificate of corporate existence
        of the Seller issued by the State of New York Banking Department 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 duly licensed and authorized to transact
               business in the State of New York as a branch of a foreign bank
               under Article V of the Banking Law 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 corporate or other action has been taken
               by the Seller to authorize the execution, delivery and
               performance of this Agreement and the Indemnification Agreement
               by the Seller and this Agreement is a legal, valid and binding
               agreement of the Seller enforceable against the Seller, whether
               such enforcement is sought in a procedure at law or in equity,
               except to the extent such enforcement may be limited by
               bankruptcy or other similar creditors' laws or principles of
               equity and public policy considerations underlying the securities
               laws, to the extent that such public policy considerations limit
               the enforceability of the provisions of the Agreement which
               purport to provide indemnification with respect to securities law
               violations;

                     (D) the Seller's execution and delivery of, and the
               Seller's performance of its obligations under, each of this
               Agreement and the Indemnification Agreement do not and will not
               conflict with the Seller's articles of association 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 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, Charlotte, North Carolina, 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 share 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 (without duplication thereof), but not limited to: (i) the
costs and expenses of the Purchaser in connection with the purchase of the
Mortgage Loans and other mortgage loans; (ii) the costs and expenses of
reproducing and delivering the Pooling and Servicing 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, other mortgage loans and the Certificates
included in the Prospectus, 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, Prospectus and Memoranda, and the reproduction and
delivery of this Agreement and the furnishing to the Underwriters of such copies
of the Registration Statement, Prospectus, Memoranda 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 and that the rights so assigned may be further assigned to, and shall
inure to the benefit of, any successor trustee under the Pooling and Servicing
Agreement. The Seller hereby acknowledges its obligations (subject to the
provisions hereof), including that of expense reimbursement, pursuant to
Sections 2.01, 2.02 and 2.03 of the Pooling and Servicing Agreement. Except as
set forth hereinabove and in Sections 2.01, 2.02 and 2.03 of the Pooling and
Servicing Agreement, the representations and warranties of the Seller made
hereunder and the remedies provided hereunder with respect to Breaches or
Defects may not be further assigned by the Purchaser, the Trustee or any
successor trustee. No owner of a Certificate issued pursuant to the Pooling and
Servicing Agreement shall be deemed a successor or permitted assign because of
such ownership. 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, fax number (212) 834-6593 with a copy to Bianca Russo, fax number
(212) 834-6593, (ii) in the case of the Seller, Eurohypo AG, New York Branch,
1114 Avenue of the Americas, 29th Floor, New York, New York 10036, Attention:
Daniel Vinson, fax number: (212) 479-5800 and (iii) in the case of any of the
preceding parties, such other address or fax number as may hereafter be
furnished to the other party in writing by such party.

               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. Except as set forth in Section 6
herein, 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., as
                                           Purchaser



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


                                       EUROHYPO AG, NEW YORK BRANCH, as Seller



                                       By: /s/ Daniel Vinson
                                           -------------------------------------
                                           Name:  Daniel Vinson
                                           Title: Managing Director



                                       By: /s/ Nicholas Manolas
                                           -------------------------------------
                                           Name:  Nicholas Manolas
                                           Title: Director


<PAGE>

                                    EXHIBIT A

                             MORTGAGE LOAN SCHEDULE


           JPMCC 2006-LDP9
           Mortgage Loan Schedule (EHY)
<TABLE>
c
Loan #     Mortgagor Name                                                       Property Address
------     -----------------------------------------------------------------    -------------------------------------------------
<S>        <C>                                                                  <C>
    6      Merchandise Mart L.L.C, MTS-MM LLC                                   200 World Trade Center
   33      Sugarloaf Mills Limited Partnership                                  5900 Sugarloaf Parkway
   47      TWC II-Prescott Mall, LLC                                            3250 Gateway Boulevard
   51      Tysons Galleria L.L.C.                                               2001 International Drive
   69      APF EDR, LP                                                          6525 El Colegio Road and 811 Camino Pescadero
   73      Universe at Sunrise Mountain, LLC                                    5250 Stewart Avenue
   74      Direct Invest - 2 & 3 University, LLC, Direct Invest -               51 & 95 Sawyer Street
           2 & 3 University 1, LLC, Direct Invest -
           2 & 3 University 2, LLC, Direct Invest -
           2 & 3 University 3, LLC, Direct Invest - 2 & 3 University 5, LLC
   90      SPI Property Interests, LLC                                          One & Two Nelson Parkway
   94      CLK-HP 330-350 Motor Parkway, LLC                                    330, 350 & 352 Motor Parkway
  111      STOIL 605, LLC, FORCE-FES, LLC, MLCO, LLC                            605 West Olympic Boulevard
  146      Jeffrey Madison, LLC                                                 100, 102, 111, 121, 140, and 145 Research Boulevard
  187      All Seven I, LLC, Berry-Bridge I, LLC                                595 South Broadway
  194      North Church Acquisitions LLC                                        2268 North Church Street
  213      Honea Path Shopping Center, LLC                                      500 East Greer Street
  226      PVP Silver Lake, L.L.C.                                              3270 West Silver Lake Road
  246      PVP Bluffton, LLC                                                    1975 North Main Street
  250      Savannah Studio Partnership, Ltd.                                    700 Savannah Avenue
  258      RDG Michaels, LLC; GFF Michaels, LLC                                 2700 Pleasant Valley Road

<CAPTION>


Loan #   City            State   Zip Code   County          Property Name                 Size      Measure       Interest Rate (%)
------   -------------   -----   --------   -------------   ---------------------------   -------   -----------   -----------------
<S>      <C>             <C>     <C>        <C>             <C>                           <C>       <C>           <C>
     6   Chicago         IL         60654   Cook            Merchandise Mart              3448680   Square Feet             5.57250
    33   Lawrenceville   GA         30043   Gwinnett        Discover Mills                1184544   Square Feet             6.08332
    47   Prescott        AZ         86303   Yavapai         Prescott Gateway               319348   Square Feet             5.78300
    51   McLean          VA         22102   Fairfax         Tysons Galleria                309112   Square Feet             5.68567
    69   Isla Vista      CA         93117   Santa Barbara   Fontainebleu                      434   Beds                    5.64100
    73   Las Vegas       NV         89110   Clark           Broadstone Sunrise Mountain       344   Units                   6.03778
    74   Waltham         MA         02453   Middlesex       University Office Park         288127   Square Feet             6.13500
    90   Mundelien       IL         60060   Lake            One & Two Nelson Parkway        85000   Square Feet             5.68000
    94   Hauppauge       NY         11788   Suffolk         330 & 350 Motor Parkway        132024   Square Feet             6.03200
   111   Los Angeles     CA         90015   Los Angeles     Standard Oil Building          102587   Square Feet             5.90000
   146   Madison         AL         35758   Madison         Madison Research Park          133748   Square Feet             6.15000
   187   Hicksville      NY         11801   Nassau          Berry Bridge Corp               76000   Square Feet             5.67500
   194   Burlington      NC         27217   Alamance        Cummings Park Plaza            197509   Square Feet             6.14000
   213   Honea Path      SC         29654   Anderson        Honea Path Shopping Center      59785   Square Feet             5.82000
   226   Fenton          MI         48430   Genesee         Walgreen's - Fenton             14490   Square Feet             5.78900
   246   Bluffton        IN         46714   Wells           Walgreen's - Bluffton           14560   Square Feet             5.78900
   250   McAllen         TX         78503   Hidalgo         Studio 6 Hotel                    110   Rooms                   5.84000
   258   York            PA         17402   York            Michaels - York, PA             22180   Square Feet             6.08000

<CAPTION>


         Net Mortgage    Original                                          Maturity/   Amort.   Rem.     Monthly Debt   Servicing
Loan #   Interest Rate   Balance       Cutoff Balance   Term   Rem. Term   ARD Date    Term     Amort.   Service        Fee Rate
------   -------------   -----------   --------------   ----   ---------   ---------   ------   ------   ------------   ---------
<S>      <C>             <C>           <C>              <C>    <C>         <C>         <C>      <C>      <C>            <C>
     6         5.55207   175,000,000      175,000,000    120         120   12/06/16         0        0        823,943     0.02000
    33         6.06289   135,000,000      135,000,000     60          60   12/11/11         0        0        693,878     0.02000
    47         5.76257    60,000,000       60,000,000     60          60   12/01/11         0        0        293,166     0.02000
    51         5.66524    50,000,000       50,000,000     60          57   09/11/11         0        0        240,193     0.02000
    69         5.62057    29,505,000       29,505,000     84          84   12/11/13         0        0        140,624     0.02000
    73         6.01735    27,000,000       27,000,000     60          57   09/11/11         0        0        137,737     0.02000
    74         6.11457    27,000,000       27,000,000    120         118   10/11/16       420      420        156,407     0.02000
    90         5.65957    21,400,000       21,400,000    120         120   12/11/16       360      360        123,935     0.02000
    94         6.01157    19,125,000       19,125,000    120         117   09/11/16         0        0         97,470     0.02000
   111         5.87957    14,500,000       14,500,000    120         120   12/11/16       360      360         86,005     0.02000
   146         6.12957     7,900,000        7,900,000    120         118   10/11/16       360      360         48,129     0.02000
   187         5.65457     5,500,000        5,487,631    120         119   11/11/16       240      239         38,379     0.02000
   194         6.11957     5,200,000        5,200,000     60          55   07/11/11       360      360         31,646     0.02000
   213         5.79957     4,300,000        4,300,000    120         119   11/11/16       360      360         25,285     0.02000
   226         5.76857     3,800,000        3,800,000    120         120   12/11/16         0        0         18,586     0.02000
   246         5.76857     3,000,000        3,000,000    120         120   12/11/16         0        0         14,674     0.02000
   250         5.81957     2,800,000        2,800,000    120         120   12/11/16       180      180         23,387     0.02000
   258         6.05957     2,400,000        2,400,000    120         119   11/11/16       360      360         14,513     0.02000


<CAPTION>


                                                                                                                          Letter
        Accrual     ARD    ARD Step Up                 Crossed  Originator/                                              of
Loan #  Type        (Y/N)  (%)          Title Type     Loan     Loan Seller  Guarantor                                   Credit
------  ----------  -----  -----------  -------------  -------  -----------  ------------------------------------------  ----------
<S>                 <C>    <C>          <C>            <C>      <C>          <C>                                         <C>
     6  Actual/360  No                  Fee                     EHY          Vornado Realty L.P.                                 No
    33  Actual/360  No                  Fee                     EHY          The Mills Limited Partnership                       No
    47  Actual/360  No                  Fee                     EHY          The Macerich Partnership, L.P.                      No
    51  Actual/360  No                  Fee/Leasehold           EHY          GGP/Homart, Inc.                                    No
    69  Actual/360  No                  Fee                     EHY          APF EDR, LP                                         No
    73  Actual/360  No                  Fee                     EHY          Henry Manoucheri                                    No
    74  Actual/360  No                  Leasehold               EHY          Direct Invest, L.L.C.                               No
    90  Actual/360  No                  Fee                     EHY          Paul Reisman, Steven Reisman, Alon Abady            No
    94  Actual/360  No                  Fee                     EHY          Howard Parnes and Craig Koenigsberg                 No
   111  Actual/360  No                  Fee                     EHY          Marc Bohbot, Michele Bohbot, Shahriyar
                                                                             Akhlaghfar, Leon Landver, Michael Landver           No
   146  Actual/360  No                  Fee                     EHY          Scott Dew, Richard Pachulski, Nathan Rubin  300,000.00
   187  Actual/360  No                  Fee                     EHY          Joseph Lostritto and Glenn Lostritto                No
   194  Actual/360  No                  Fee                     EHY          Edward Ross                                         No
   213  Actual/360  No                  Fee                     EHY          Michael H. Weisser                           75,000.00
   226  Actual/360  No                  Fee                     EHY          Paul V. Profeta                                     No
   246  Actual/360  No                  Fee                     EHY          Paul V. Profeta                                     No
   250  Actual/360  No                  Fee                     EHY          Vannie Cook Trusts                                  No
   258  Actual/360  No                  Fee                     EHY          Roy D. Gottlieb                                     No


<CAPTION>


                                                UPFRONT ESCROW
         ----------------------------------------------------------------------------------------
         Upfront        Upfront     Upfront   Upfront                      Upfront     Upfront
         CapEx          Eng.        Envir.    TI/LC          Upfront RE    Ins.        Other
Loan #   Reserve        Reserve     Reserve   Reserve        Tax Reserve   Reserve     Reserve
------   ------------   ----------   -------   ------------   ------------   ----------   -------
<S>      <C>            <C>          <C>       <C>            <C>            <C>           <C>
     6           0.00        0.00      0.00           0.00          0.00        0.00         0.00
    33      25,080.13        0.00      0.00     100,321.00    293,068.00        0.00         0.00
    47           0.00        0.00      0.00           0.00    225,216.00        0.00         0.00
    51           0.00        0.00      0.00           0.00          0.00        0.00         0.00
    69   1,000,000.00   19,800.00      0.00           0.00          0.00        0.00   503,000.00
    73           0.00        0.00      0.00           0.00     75,443.62   11,293.34    55,000.00
    74     422,636.00   16,906.00      0.00   3,160,458.00    205,569.00   11,056.00         0.00
    90       1,416.67        0.00      0.00           0.00     29,448.90    3,860.84         0.00
    94           0.00   19,250.00      0.00           0.00    148,732.00   16,380.00         0.00
   111           0.00   48,438.00      0.00           0.00     43,434.00   15,144.00         0.00
   146     150,000.00        0.00      0.00     500,000.00          0.00    7,425.36         0.00
   187           0.00        0.00      0.00     151,552.00     53,003.52        0.00         0.00
   194           0.00        0.00      0.00           0.00     38,585.04    5,463.00         0.00
   213         964.27   37,000.00      0.00           0.00      4,484.33    8,357.22         0.00
   226           0.00        0.00      0.00           0.00          0.00        0.00         0.00
   246           0.00        0.00      0.00           0.00          0.00        0.00         0.00
   250       5,279.60        0.00      0.00           0.00          0.00   10,400.88         0.00
   258         278.00    5,808.00      0.00       2,311.00          0.00        0.00         0.00


<CAPTION>

                                     MONTHLY ESCROW
         ----------------------------------------------------------------------
         Monthly    Monthly   Monthly                                  Monthly
         Capex      Envir.    TI/LC       Monthly RE    Monthly Ins.   Other     Grace    Lockbox
Loan #   Reserve    Reserve   Reserve     Tax Reserve   Reserve        Reserve   Period   In-place   Property Type
------   --------   -------   ---------   -----------   ------------   -------   ------   --------   -------------
<S>      <C>        <C>       <C>        <C>           <C>            <C>        <C>      <C>        <C>
     6       0.00      0.00        0.00          0.00           0.00      0.00        3   Yes        Office
    33   25080.13      0.00   100321.00     146534.00           0.00      0.00        0   Yes        Retail
    47       0.00      0.00        0.00      56304.00           0.00      0.00        5   Yes        Retail
    51       0.00      0.00        0.00          0.00           0.00      0.00        0   Yes        Retail
    69       0.00      0.00        0.00          0.00           0.00      0.00        0   Yes        Multifamily
    73    6994.67      0.00        0.00          0.00        5646.66      0.00        0   No         Multifamily
    74       0.00      0.00        0.00      68523.00       11056.00      0.00        0   Yes        Office
    90    1416.67      0.00        0.00      14724.45        1930.42      0.00        0   Yes        Office
    94    1638.00      0.00        0.00      37183.00           0.00      0.00        0   No         Office
   111    1483.29      0.00        0.00      21717.00        1893.00      0.00        0   Yes        Office
   146    2235.80      0.00     5416.67       6993.74        1856.34      0.00        0   No         Office
   187       0.00      0.00        0.00      17667.84           0.00      0.00        0   No         Industrial
   194    3127.00      0.00     2916.67       4823.13        1821.00   4918.42        0   No         Retail
   213     964.27      0.00        0.00        928.58        4484.33      0.00        0   No         Retail
   226     181.13      0.00        0.00          0.00           0.00      0.00        0   No         Retail
   246     182.00      0.00        0.00          0.00           0.00      0.00        0   No         Retail
   250    5279.60      0.00        0.00      10039.21        2600.22      0.00        0   No         Hotel
   258     278.00      0.00     2311.00          0.00           0.00      0.00        0   Yes        Retail

<CAPTION>



                                                      Remaining
                      Interest             Final      Amortization
         Defeasance   Accrual      Loan    Maturity   Term for
Loan #   Permitted    Period       Group   Date       Balloon Loans
------   ----------   ----------   -----   --------   -------------
<S>      <C>          <C>          <C>     <C>        <C>
6               Yes   Actual/360       1
33              Yes   Actual/360       3
47              Yes   Actual/360       3
51              Yes   Actual/360       3
69              Yes   Actual/360       3
73              Yes   Actual/360       3
74              Yes   Actual/360       1                       420
90              Yes   Actual/360       1                       360
94              Yes   Actual/360       1
111             Yes   Actual/360       1                       360
146              No   Actual/360       1                       360
187             Yes   Actual/360       1                       240
194             Yes   Actual/360       3                       360
213             Yes   Actual/360       1                       360
226              No   Actual/360       1
246              No   Actual/360       1
250              No   Actual/360       1                       180
258              No   Actual/360       1                       360


</TABLE>

<PAGE>

                                    EXHIBIT B

                  MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

               (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) 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 Closing Date between the applicable 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 Closing Date between the
applicable 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
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 (a) Mortgaged Property
secures any mortgage loan not represented on the Mortgage Loan Schedule other
than a Companion Loan, (b) Mortgage Loan is cross-collateralized or
cross-defaulted with any other mortgage loan, other than a Mortgage Loan listed
on the Mortgage Loan Schedule or a Companion Loan, or (c) Mortgage Loan is
secured by property that is not a Mortgaged Property. 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 recordation
of the Mortgage or the Assignment of Leases and Rents or 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
clause (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 or otherwise approved 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 and Rents 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 and Rents 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 and Rents, 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
certain acts of the related Mortgagor and/or its principals specified in the
related Mortgage Loan documents, which acts generally include the following: (i)
fraud or intentional misrepresentation, (ii) misapplication or misappropriation
of rents, insurance proceeds or condemnation awards, (iii) either (x) any act of
actual waste by or (y) damage or destruction to the Mortgaged Property caused by
the acts or omissions of the borrower, its agents, employees or contractors, and
(iv) 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 or one form of action 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 may be
        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 and 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) Except by a written instrument that has been delivered to
the Purchaser as a part of the related Mortgage File with respect to any
immaterial releases of the Mortgaged Property, 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 to
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
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 proceeding or power of
sale proceeding has been initiated under the terms of the related Mortgage Loan
documents. 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 (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 Loan, 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 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 clause (37) hereof,
as of the date of origination of the Mortgage Loan, based on inquiry customary
in the industry, the related Mortgaged Property was, and to the Seller's actual
knowledge and subject to clause (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, enjoyment, 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 actual knowledge, such Mortgaged Property has not been damaged by fire,
wind or other casualty or physical condition that would materially and adversely
affect its value as security for the related Mortgage Loan (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) 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) satisfy the following conditions:

                     (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 or such other agreement received by
        the originator of the Mortgage Loan from the ground lessor 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 or such other agreement
        received by the originator of the Mortgage Loan from the ground lessor
        is, and shall remain, prior to any mortgage or other lien upon the
        related fee interest (other than the Permitted Encumbrances) unless a
        nondisturbance agreement is obtained from the holder of any mortgage on
        the fee interest which is assignable to or for the benefit of the
        related lessee and the related mortgagee;

                     (c) such Ground Lease or other agreement 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 in existence as of the Closing Date, 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 or other agreement
        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 commercial mortgage 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) Except for 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 relating
to each Mortgaged Property and prepared no earlier than 12 months prior to the
Closing Date was obtained and reviewed by the Seller in connection with the
origination of such Mortgage Loan 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 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 maturity date (or, in the case of an ARD
        Loan, the final maturity date) of the related Mortgage Loan. 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 (1) any notice of non payment of
premiums that has not been cured in a timely manner by the related Mortgagor or
(2) any notice of cancellation or termination of such Insurance Policies. 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 (a) coverage in the amount of the lesser
of full replacement cost of such Mortgaged Property and the outstanding
principal balance of the related Mortgage Loan (subject to customary
deductibles) for losses sustained by fire and against loss or damage by other
risks and hazards covered by a standard extended coverage insurance policy
providing "special" form coverage in an amount sufficient to prevent the
Mortgagor from being deemed a co-insurer and to provide coverage on a full
replacement cost basis of such Mortgaged Property (in some cases exclusive of
excavations, underground utilities, foundations and footings) with an agreed
amount 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 (i) 12
months of operations or (ii) 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 less than 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-:V" from A.M. Best Company or "A" (or the equivalent) from Standard &
Poor's Ratings Services, 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 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 instance, the PML was based on a return period
of not less than 100 years, an exposure period of 50 years and a 10% probability
of exceedence. 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-:V" by
A.M. Best Company or "A" (or the equivalent) from Standard & Poor's Ratings
Services, Fitch, Inc. or Moody's Investors Service, Inc. 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) All amounts required to be deposited by each Mortgagor at
origination under the related Mortgage Loan documents have been deposited or
have been withheld from the related Mortgage Loan proceeds at origination and
there are no deficiencies with regard thereto.

               (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) The origination practices used by the Seller or, to its
knowledge, any prior holder of the related Mortgage Note with respect to such
Mortgage Loan have been in all material respects legal and have met customary
industry standards and since origination, the Mortgage Loan has been serviced in
all material respects in a legal manner in conformance with customary industry
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
(except to the extent they have been disbursed for their intended purposes), 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, in the
aggregate, more than 5% of the aggregate outstanding principal amount of all the
mortgage loans included in the Trust Fund have 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 related 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 (i) at the date the Mortgage Loan
was originated at least equal to 80% of the original principal balance of the
Mortgage Loan or (ii) 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 (A) the amount of any lien on the real property interest that is
senior to the Mortgage Loan and (B) 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 sub-clauses (a)(i) and (a)(ii) of this clause (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 (x) was modified as a result of the default or reasonably
foreseeable default of such Mortgage Loan or (y) satisfies the provisions of
either sub-clause (a)(i) above (substituting the date of the last such
modification for the date the Mortgage Loan was originated) or sub-clause
(a)(ii), 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) Each of the Mortgage Loans contains a "due on sale" clause,
which provides for the acceleration of the payment of the unpaid principal
balance of the Mortgage Loan if, without 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 transfers subject to the Mortgage Loan holder's approval of
transferee, transfers of worn out or obsolete furnishings, fixtures, or
equipment promptly replaced with property of equivalent value and functionality,
transfers of leases entered into in accordance with the Mortgage Loan documents,
transfers to affiliates, transfers to family members for estate planning
purposes, transfers among existing members, partners or shareholders in
Mortgagors 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). The Mortgage or Mortgage Note requires the Mortgagor to pay all
reasonable out-of-pocket fees and expenses associated with securing the consent
or approval of the holder of the Mortgage for a waiver of a "due on sale" or
"due on encumbrance" clause or a defeasance provision. 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 (i) the replacement
collateral consist of U.S. "government securities," within the meaning of
Treasury Regulations Section 1.860 G-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); (ii) the loan may be assumed by a Single
Purpose Entity approved by the holder of the Mortgage Loan; (iii) counsel
provide an opinion that the trustee has a perfected security interest in such
collateral prior to any other claim or interest; and (iv) such other documents
and certifications as the mortgagee may reasonably require which may include,
without limitation, (A) 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 (B) 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 (except as contemplated in clause (35) hereof). In
addition, if the related Mortgage Loan permits defeasance, then the Mortgage
Loan documents provide that the related Mortgagor shall (x) pay all reasonable
fees associated with the defeasance of the Mortgage Loan and all other
reasonable expenses associated with the defeasance, or (y) provide all opinions
required under the related Mortgage Loan documents, and in the case of any
Mortgage Loan with an outstanding principal balance as of the Cut-off Date of
$40,000,000 or greater, (a) a REMIC opinion and (b) 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 clause (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 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 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) If the related Mortgage or other Mortgage Loan documents
provide for a grace period for delinquent Monthly Payments, such grace period is
no longer than ten (10) days from the applicable payment date or, with respect
to acceleration or the commencement of the accrual of default interest under any
Mortgage Loan, five (5) days after notice to the Mortgagor of default.

               (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 or, 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 a "standard extended coverage" 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.

               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 a Phase I
environmental report meeting the requirements of the American Society for
Testing and Materials, and, if in accordance with customary industry standards a
reasonable lender would require it, a Phase II environmental report, each
prepared by a 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 applicable
Master 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 other Mortgage Loans or
        Companion Loans that are cross-collateralized with the related Mortgage
        Loan.

               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 is 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>

                                          EXHIBIT C


                  EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES


Exceptions to Representation 6
------------------------------

<TABLE>
<CAPTION>

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          Mortgage Loan                                      Exception
------------------------------------------------------------------------------------------------
<S>                                 <C>
Merchandise Mart                    In addition to the Mortgage Loan, the related Mortgaged
                                    Property secures a pari passu A-note.
------------------------------------------------------------------------------------------------
Discover Mills                      In addition to the Mortgage Loan, the related Mortgaged
                                    Property secures a subordinate B-note.
------------------------------------------------------------------------------------------------
Tysons Galleria                     In addition to the Mortgage Loan, the related Mortgaged
                                    Property secures a pari passu A-note and a subordinate
                                    B-note.
------------------------------------------------------------------------------------------------
Fontainebleu Apartments             A portion of the student rental payments that are expressly
                                    designated for food services as part of the students' food
                                    plan are not included in the collateral securing the
                                    Mortgage Loan. However, this is mitigated by the inclusion
                                    of rent from the cafeteria tenant and the subordination of
                                    the cafeteria lease and the food services agreement to the
                                    lien of the mortgage.
------------------------------------------------------------------------------------------------
Broadstone Sunrise Mountain         In addition to the Mortgage Loan, the related Mortgaged
Apartments                          Property secures a subordinate B-note.
------------------------------------------------------------------------------------------------
One and Two Nelson Parkway          The tenant, Sysmex, under both a ground lease and space
                                    lease has an option to purchase the Mortgaged Properties in
                                    2019 at fair market value, which option was not expressly
                                    subordinated to the lien of the lender's mortgage. The
                                    option is only exercisable after the maturity date of the
                                    Mortgage Loan.
------------------------------------------------------------------------------------------------
Walgreens - Fenton;                 Walgreens, the sole tenant at the Mortgaged Property, has a
Walgreens - Bluffton                right to first refusal to purchase the Mortgaged Property
                                    that has been subordinated to the Mortgage Loan and
                                    accordingly will not affect the lender's rights to
                                    foreclose, but such right is not subordinated to a
                                    subsequent transfer by a purchaser at a foreclosure sale.
------------------------------------------------------------------------------------------------
</TABLE>


Exceptions to Representation 8
------------------------------
<TABLE>
<CAPTION>

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          Mortgage Loan                                      Exception
------------------------------------------------------------------------------------------------
<S>                                 <C>
One and Two Nelson Parkway          The tenant, Sysmex, under both a ground lease and space
                                    lease has an option to purchase the Mortgaged Properties in
                                    2019 (after the maturity date of the Mortgage Loan) at fair
                                    market value, which option was not expressly subordinated
                                    to the lien of the lender's mortgage. However, the title
                                    policy reflects that these leases are subordinate.
------------------------------------------------------------------------------------------------
Walgreens - Fenton; Walgreens -     Walgreens, the sole tenant at the Mortgaged Property, has a
Bluffton                            right to first refusal to purchase the Mortgaged Property
                                    that has been subordinated to the Mortgage Loan and
                                    accordingly will not affect the lender's rights to
                                    foreclose, but such right is not subordinated to a
                                    subsequent transfer by a purchaser at a foreclosure sale.
------------------------------------------------------------------------------------------------
</TABLE>


Exceptions to Representation 10(a)
----------------------------------
<TABLE>
<CAPTION>

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          Mortgage Loan                                      Exception
------------------------------------------------------------------------------------------------
<S>                                 <C>
All Mortgage Loans except as        The Mortgage Loan documents provide for recourse for the
specified below                     misapplication or conversion by the borrower of any rents
                                    following an event of default or any rents collected for
                                    more than one month in advance to the extent that such
                                    rents or any other payments in respect of the Leases and
                                    other income of the related Mortgaged Property or any other
                                    collateral are not applied to the costs of maintenance and
                                    operation of the related Mortgaged Property and to the
                                    payment of taxes, lien claims, insurance premiums, debt
                                    service and other amounts due under the loan documents,
                                    instead of "misapplication or misappropriation of rents,
                                    insurance proceeds or condemnation awards" with respect to
                                    all Mortgage Loans.
------------------------------------------------------------------------------------------------
Merchandise Mart, Tysons            There is no other individual or entity other than the
Galleria, Fontainebleu Apartments   borrower that is liable for the non-recourse carveouts.
Prescott Gateway                    With respect to clause (ii) of the second sentence of
                                    representation 10(a), the Mortgage Loan documents provide
                                    for recourse for "misapplication or misappropriation" of
                                    rents, insurance proceeds or condemnation awards.
------------------------------------------------------------------------------------------------
Berry Bridge Corp.                  With respect to clause (ii) of the second sentence of
                                    representation 10(a), the Mortgage Loan documents provide
                                    for recourse for "damage or destruction to the Mortgaged
                                    Property caused by the willful intentional acts or
                                    omissions of the borrower, its agents, employees or
                                    contractors."
------------------------------------------------------------------------------------------------
</TABLE>


Exceptions to Representation 12
-------------------------------
<TABLE>
<CAPTION>

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          Mortgage Loan                                      Exception
------------------------------------------------------------------------------------------------
<S>                                 <C>
Tysons Galleria                     The Mortgage Loan documents permit the release of one or
                                    more specified parcels at the Mortgaged Property without
                                    payment of release price, provided that except with respect
                                    to parcels that are acquired after the origination date,
                                    each such parcel is generally required to be vacant,
                                    non-income producing and unimproved or improved only by
                                    landscaping utility facility that are readily relocatable
                                    or surface parting areas.
------------------------------------------------------------------------------------------------
330 Motor Parkway                   The Mortgage Loan documents permit the release of the
                                    parcel at the Mortgaged Property known as the "Wendy's"
                                    parcel at a release price of par.
------------------------------------------------------------------------------------------------
Madison Research Park               The Mortgage Loan documents permit the release of a
                                    specified parcel at the Mortgaged Property at a release
                                    price of less than 125%.
------------------------------------------------------------------------------------------------
Fontainebleu Apartments             The Mortgage Loan documents permit the release of a portion
                                    of the Mortgaged Property subject to satisfaction of
                                    various conditions, including the following: (i) payment of
                                    a release price of $4,000,000 plus yield maintenance; (ii)
                                    receipt by the lender of a copy of an ALTA survey
                                    reasonably acceptable to the lender; (iii) the lender shall
                                    have confirmed that the remaining portion of the Mortgaged
                                    Property will not be divided or affected in any way which,
                                    in the reasonable judgment of the lender, would adversely
                                    affect the security position of lender under the Mortgage
                                    (including any material diminution in the value of the
                                    remaining parcel) and ingress and egress to and from the
                                    remaining parcel will not be terminated or unreasonably
                                    restricted as a result of any such release; (iv) receipt by
                                    the lender of all subdivision and zoning approvals with
                                    respect to the release parcel and the remaining parcel as
                                    may be reasonably required under applicable law to insure
                                    that the remaining parcel, after the release, will comply
                                    with all zoning ordinances, will be a separate tax parcel;
                                    (iv) in the event that the release of the release parcel
                                    impairs access to any public road currently accessible from
                                    the Mortgaged Property or reduces the number of parking
                                    spaces below that required by applicable law, have an
                                    appurtenant easement for utilities, parking and access
                                    crossing or located on the release parcel or, with respect
                                    to access, have direct access to a public street; (v)
                                    receipt by the lender of  a "bring down" or "date down" of
                                    the title insurance policy insuring the lien of the
                                    Mortgage on the remaining parcel and  endorsements to the
                                    lender's title insurance policy for the Mortgaged Property
                                    insuring that the priority of the security of the lien of
                                    the Mortgage and the amount of the insurance is unaffected
                                    as to the remaining parcel;  (vi) at the lender's request
                                    and at the borrower's expense, receipt of an opinion that
                                    the release will not cause any adverse tax consequences to
                                    the REMIC or any holders of the Certificates; and (vii) if
                                    required by lender, the rating agencies shall have
                                    confirmed that the release will not result in a downgrade,
                                    withdrawal or qualification of the then current ratings of
                                    the Certificates.
------------------------------------------------------------------------------------------------
</TABLE>


Exceptions to Representation 19(b)
<TABLE>
<CAPTION>

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          Mortgage Loan                                      Exception
------------------------------------------------------------------------------------------------
<S>                                 <C>
Merchandise Mart                    There is a pending condemnation proceeding at the U.S. Post
                                    Office space (approximately 7,092 square feet) at the
                                    Mortgaged Property. However, the order of taking expired on
                                    January 1, 2006. The condemnation proceeding was for the
                                    acquisition of a leasehold interest in the space for a
                                    five-year fixed term from January 22, 2006 to January 21,
                                    2011 with annual compensation of $202,200 for year 1,
                                    $205,024 for year 2, $207,848 for year 3, $210,672 for year
                                    4 and $207,848 for year 3, $200,672 for year 4 and $213,496
                                    for year 5. The borrower has advised the Seller that
                                    resolution is expected by 2006 year-end.
------------------------------------------------------------------------------------------------
</TABLE>


Exceptions to Representation 21(d)
----------------------------------
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------
          Mortgage Loan                                      Exception
------------------------------------------------------------------------------------------------
<S>                                 <C>
Tysons Galleria                     The losses covered by the environmental indemnity do not
                                    include losses incurred by reason of diminution in value or
                                    punitive or consequential damages.
------------------------------------------------------------------------------------------------
Berry Bridge Corp.                  The liability of the borrower and the guarantor under the
                                    environmental indemnity have been limited to $1,000,000,
                                    provided that an environmental insurance policy in favor of
                                    the lender is in effect.
------------------------------------------------------------------------------------------------
</TABLE>


Exceptions to Representation 22
-------------------------------
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------
          Mortgage Loan                                      Exception
------------------------------------------------------------------------------------------------
<S>                                 <C>
Merchandise Mart                    The borrower is permitted to maintain insurance coverage
                                    provided by a syndicate of insurers, so long as (i) 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 (ii) the financial
                                    strength rating from S&P for each carrier in the syndicate
                                    shall have a financial strength rating from S&P of at least
                                    "BBB".
------------------------------------------------------------------------------------------------
Discover Mills                      The borrower is required to maintain business interruption
                                    insurance in an amount equal to 100% of the projected gross
                                    income from the Mortgaged Property for a period from the
                                    date of loss to a date (assuming total destruction) which
                                    is six (6) months from the date that the Mortgaged Property
                                    is repaired or replaced and operations are resumed.
                                    The borrower is permitted to maintain its policies of
                                    insurance with a syndicate of insurers through which at
                                    least 75% of the coverage (if there are 4 or fewer members
                                    of the syndicate) or at least 60% of the coverage (if there
                                    are 5 or more members of the syndicate) is with carriers
                                    having such claims-paying ability ratings of "A-" or "A3"
                                    (provided that all such carriers shall have claims-paying
                                    ability ratings of not less than "BBB" or "Baa2" (or the
                                    equivalent)); provided that if any such primary insurer
                                    shall have a claims-paying ability rating lower than the
                                    foregoing thresholds, the applicable policy must contain a
                                    "cut-through" endorsement, in form and substance reasonably
                                    approved by the lender, to one or more reinsurers having a
                                    claims-paying ability rating of "A-" or "A3" (or the
                                    equivalent) by each of the rating agencies. Notwithstanding
                                    the foregoing, for purposes of determining whether the
                                    insurer ratings requirements set forth above have been
                                    satisfied, (1) any insurer that is not rated by Fitch will
                                    be regarded as having a Fitch rating that is the equivalent
                                    of the rating given to such insurer by any of Moody's and
                                    S&P that does rate such insurer (or, if both such rating
                                    agencies rate such insurer, the lower of the two ratings),
                                    and (2) any insurer that is not rated by Moody's will be
                                    regarded as having a Moody's rating of "Baa1" or better if
                                    it is "A-" or better by S&P and will be regarded as having
                                    a Moody's rating of "A2" or better if it is rated "A+" or
                                    better by S&P.
------------------------------------------------------------------------------------------------
Tysons Galleria                     The borrower will maintain insurance coverage with respect
                                    to workmen's comp, motor vehicle liability coverage and
                                    earthquake insurance pursuant to policies issued by either
                                    (A) one or more financially sound and responsible insurance
                                    companies authorized to do business in the state in which
                                    the Mortgaged Property is located and having a claims
                                    paying ability rating of "A" or better by S&P or (B) a
                                    syndicate of insurers through which (1) at least 50% of
                                    claims coverage shall be with one or more carriers having a
                                    claims-paying ability rating by A.M. Best of "A-X" or
                                    better, (2) at least 90% of claims coverage (inclusive of
                                    the coverage provided by carriers described in (1) above)
                                    shall be with one or more carriers having a claims paying
                                    ability rating by A.M. Best of "A-VIII" or better, (3) the
                                    balance of the coverage not to exceed 10% of claims
                                    coverage is with one or more carriers having a claims
                                    paying ability rating by A.M. Best of "A-VII" or better and
                                    (4) provided, further, with regard to any insurance carrier
                                    which has a claims-paying-ability rating by A.M. Best of
                                    less than "A-X" such carrier may not represent more than 5%
                                    of the total earthquake insurance.
                                    The borrower is permitted to maintain business income
                                    insurance with either (A) one or more financially sound and
                                    responsible insurance companies authorized to do business
                                    in the state in which the Mortgaged Property is located and
                                    having a claims-paying-ability rating by S&P not lower than
                                    "A" or (B) a syndicate of insurers through which at least
                                    60% of the coverage is with carriers having a claims
                                    paying-ability rating by S&P not lower than "BBB" and which
                                    syndicate may include Factory Mutual Insurance Company so
                                    long as Factory Mutual Insurance Company is a member of an
                                    insurance syndicate (i) a claims paying ability rating of
                                    not lower than "AA" by Fitch and "A+XV" by A.M. Best and
                                    (ii) a claims paying ability rating by S&P based solely on
                                    public information of not lower than "BBBpi."
------------------------------------------------------------------------------------------------
</TABLE>


Exceptions to Representation 24
-------------------------------
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------
          Mortgage Loan                                      Exception
------------------------------------------------------------------------------------------------
<S>                                 <C>
Merchandise Mart                    There is a pending condemnation proceeding at the U.S. Post
                                    Office space (approximately 7,092 square feet) at the
                                    Mortgaged Property. However, the order of taking expired on
                                    January 1, 2006. The condemnation proceeding was for the
                                    acquisition of a leasehold interest in the space for a
                                    five-year fixed term from January 22, 2006 to January 21,
                                    2011 with annual compensation of $202,200 for year 1,
                                    $205,024 for year 2, $207,848 for year 3, $210,672 for year
                                    4 and $207,848 for year 3, $200,672 for year 4 and $213,496
                                    for year 5. The borrower has advised the Seller that
                                    resolution is expected by 2006 year-end.
------------------------------------------------------------------------------------------------
Discover Mills                      In January 2006, the Mills Corporation ("Mills"), the
                                    sponsor and guarantor of the Mortgage Loan, announced that
                                    its financial statements from 2000 to 2004 and the first
                                    three quarters of 2005 would be restated to address
                                    accounting errors. In March 2006, the Securities and
                                    Exchange Commission informed Mills that it opened a formal
                                    investigation of Mill's accounting practices, including its
                                    lease accounting, cost capitalization and other areas of
                                    Mill's accounting practices. There can be no assurance that
                                    any restated financial statements will not materially or
                                    adversely affect Mill's financial stability or that these
                                    investigations will not result in fines, penalties or
                                    administrative remedies or otherwise have an adverse effect
                                    on the performance, operations or financial conditions of
                                    Mills or its properties.
------------------------------------------------------------------------------------------------
</TABLE>


Exceptions to Representation 30
-------------------------------
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------
          Mortgage Loan                                      Exception
------------------------------------------------------------------------------------------------
<S>                                 <C>
Merchandise Mart                    Each borrower may not commingle its assets with those of
                                    any other person other than its co-borrower and other than
                                    the premium services fees that are deposited into the cash
                                    management account. Each borrower holds its assets in its
                                    own name, except with respect to the agency relationships
                                    contemplated under the cash management agency agreement.
------------------------------------------------------------------------------------------------
Discover Mills                      The borrower is a Single Purpose Entity. However, the
                                    Mortgage Loan documents, rather than the borrower's
                                    organizational documents, require that the borrower 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.
------------------------------------------------------------------------------------------------
</TABLE>


Exceptions to Representation 32
-------------------------------
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------
          Mortgage Loan                                      Exception
------------------------------------------------------------------------------------------------
<S>                                 <C>
Merchandise Mart                    The loan agreement permits any transfer resulting from
                                    Merchandise Mart Properties, Inc. ("MMPI") which is an
                                    affiliate of the borrower, or the holder of all of the
                                    direct or indirect beneficial interests in MMPI becoming a
                                    person whose securities are traded on a public exchange
                                    (whether by initial public offering or a "spin-off" of such
                                    securities or otherwise and provided such person owns
                                    substantially all of the assets of the "Merchandise Mart
                                    Division" directly or indirectly owned by Vornado Realty
                                    L.P. on the origination date (which for the sake of
                                    clarity, includes the assets managed by MMPI which are
                                    owned directly or indirectly by Vornado Realty L.P. on the
                                    origination date), but excluding assets which are comprised
                                    solely of office buildings and the management rights
                                    associated therewith, including, without limitation, the
                                    Washington Office Center in Washington, D.C.) which will be
                                    permitted with the lender's consent, provided that the
                                    lender's consent will be deemed granted if the borrower
                                    obtains or causes to be obtained a rating agency
                                    confirmation.
                                    The lender's consent is not required for a transfer of the
                                    Mortgaged Property, subject to the Mortgage Loan documents,
                                    to a "Qualified Equityholder" who assumes the Mortgage
                                    Loan. A "Qualified Equityholder" means one or more of the
                                    following: (i) Vornado or Vornado Realty Trust, (ii) a real
                                    estate company or investment trust, bank, saving and loan
                                    association, investment bank, insurance company, trust
                                    company, commercial credit corporation, pension plan,
                                    pension fund or pension advisory firm, mutual fund,
                                    government entity or plan, (iii) an investment company,
                                    money management firm or "qualified institutional buyer"
                                    within the meaning of Rule 144A under the Securities Act of
                                    1933, as amended, or an institutional "accredited investor"
                                    within the meaning of Regulation D under the Securities Act
                                    of 1933, as amended, (iv) an institution substantially
                                    similar to any of the foregoing, (v) any entity controlled
                                    by any of the entities described in clauses (i), (ii),
                                    (iii) or (iv) above, (vi) an investment fund, limited
                                    liability company, limited partnership or general
                                    partnership where an entity that is otherwise a Qualified
                                    Equityholder under clauses (i), (ii), (iii), (iv) or (v)
                                    above acts as the general partner, managing member or fund
                                    manager and at least 50% of the equity interests in such
                                    investment fund are owned, directly or indirectly, by one
                                    or more entities that are otherwise Qualified Equityholders
                                    under clauses (i), (ii), (iii), (iv) or (v) above, or (vii)
                                    any other entity approved by the rating agencies; in each
                                    case of clauses (ii), (iii), or (iv) above of this
                                    definition, which (A) has total assets (in name or under
                                    management) in excess of $2,000,000,000 and (except with
                                    respect to a pension advisory firm or similar fiduciary)
                                    capital/statutory surplus or shareholder's equity in excess
                                    of $1,000,000,000 and (B) is regularly engaged in the
                                    business of owning and operating commercial real estate
                                    properties, and owns other mixed use real estate comparable
                                    to the Mortgaged Property in at least one major
                                    metropolitan area.
                                    A member of the borrower has incurred mezzanine debt from
                                    the lender and the co-lender of the mortgage loan, secured
                                    by its equity interest in the borrower, in the original
                                    aggregate principal amount of $300,000,000. Each tranche of
                                    mezzanine debt is in the original principal amount of
                                    $100,000,000, with a senior tranche, a mezzanine tranche
                                    (subordinate to the senior tranche) and a junior tranche
                                    (subordinate to the senior tranche and the mezzanine
                                    tranche). Each mezzanine lender executed an intercreditor
                                    agreement in favor of the lender and the co-lender.
------------------------------------------------------------------------------------------------
Discover Mills                      The borrower is permitted to sell the Mortgaged Property
                                    without lender consent, provided that, certain conditions
                                    have been satisfied, including the following: (i) the
                                    transferee is a "special purpose bankruptcy-remote entity";
                                    (ii) not less than 50% of the equity interests in the
                                    transferee are owned by a Permitted Owner (defined below)
                                    and the transferee is controlled by a Permitted Owner;
                                    (iii) in the event that in connection with such sale, the
                                    property manager will not thereafter continue to manage the
                                    Mortgaged Property, then the successor property manager
                                    must be "qualified manager"; and (iv) the transferee shall
                                    assume all of the obligations of the borrower under the
                                    Mortgage Loan documents arising from and after the transfer.

                                    A transfer of an interest in the borrower is permitted
                                    provided that certain conditions have been satisfied,
                                    including the following: (i) after giving effect to such
                                    transfer not less than 50% of the equity interests in the
                                    borrower are owned by a Permitted Owner and a Permitted
                                    Owner controls the borrower; provided however in connection
                                    with the transfer of interests of the borrower, the
                                    borrower's organizational documents can be modified and
                                    provided that the borrower remains a "special purpose
                                    bankruptcy-remote equity"; and (ii) in the event that in
                                    connection with such transfer the property manager will not
                                    continue to manage the Mortgaged Property, then the
                                    successor property manager must be a "qualifying manager"
                                    (as defined in the loan agreement).

                                    Kan Am, Mills REIT and Mills LP may pledge their respective
                                    indirect interests in the borrower, if any, to a Qualified
                                    Pledgee (defined below) in one or a series of transactions
                                    in connection with the pledge of all or substantially all
                                    of such entity's assets to such Qualified Pledgee to secure
                                    the direct obligations or debt of Kan Am, Mills REIT and/or
                                    Mills LP, as the case may be, and the pledgor may exercise
                                    any remedies or rights pursuant to such pledge without
                                    lender consent, provided that the following conditions are
                                    satisfied: (i) the Qualified Pledgee shall not pledge,
                                    sell, assign, further pledge or otherwise transfer such
                                    pledge or any of the documents which evidence or secure
                                    such pledge to a person other than a person who qualifies
                                    as a Qualified Pledgee; and (ii) neither the granting of
                                    such pledge nor the exercise of any remedies available
                                    under such pledge shall result in a change of the property
                                    manager unless the replacement manager is a "qualifying
                                    manager" (as defined in the loan agreement).

                                    The loan agreement does not restrict the right of (i) any
                                    shareholder in Mills REIT to transfer its shares in Mills
                                    REIT or to cause or permit its interest in Mills REIT to be
                                    redeemed and any such transfer or redemption shall not be
                                    deemed to be a transfer or require lender consent or (ii)
                                    any limited partner of Mills LP to transfer its limited
                                    partnership interest in Mills LP or to cause or permit its
                                    limited partnership interest in Mills LP to be redeemed and
                                    any such transfer or redemption shall not be deemed to be a
                                    transfer or require to lender consent or (iii) Mills REIT
                                    to issue additional stock in Mills REIT.
                                    The term "Permitted Owner" shall mean a person who
                                    satisfies (i), (ii) or (iii) below: (i) a Qualified
                                    Transferee (herein defined) or an affiliate of a Qualified
                                    Transferee that is directly or indirectly wholly owned by
                                    such Qualified Transferee; (ii) a "Sponsor" (any of (i)
                                    Mills LP, (ii) Mills REIT or (iii) KanAm) or an affiliate
                                    of a Sponsor that is directly or indirectly wholly owned by
                                    such Sponsor; or (iii) any other person with respect to
                                    which the lender shall have received a rating agency
                                    confirmation that the transfer to such person will not, in
                                    and of itself, cause a downgrade, withdrawal or
                                    qualification of the then current ratings of the
                                    Certificates.

                                    The term "Qualified Pledgee" means one or more of the
                                    following: (i) a real estate investment trust, bank, saving
                                    and loan association, investment bank, insurance company,
                                    trust company, commercial credit corporation, pension plan,
                                    pension fund or pension advisory firm, mutual fund,
                                    government entity or plan provided such entity (A) has
                                    total assets (in name or under management) in excess of
                                    $650,000,000, and (except with respect to a pension
                                    advisory firm or similar fiduciary) capital/statutory
                                    surplus or shareholder's equity of $250,000,000; and (B) is
                                    regularly engaged in the business of making or owning
                                    commercial real estate loans or commercial loans secured by
                                    a pledge of interests in a mortgage borrower or owning and
                                    operating commercial mortgage properties, (ii) an entity
                                    for which the borrower shall have obtained a rating agency
                                    confirmation that the applicable pledge of direct or
                                    indirect equity interests to such entity will not, in and
                                    of itself, cause a downgrade, withdrawal or qualification
                                    of the then current ratings of the Certificates.

                                    The term "Qualified Transferee" shall mean any one of the
                                    following persons: (i) a pension fund, pension trust or
                                    pension account that (a) has total real estate assets of at
                                    least $750 million (exclusive of the Mortgaged Property);
                                    or (ii) a pension fund advisor who immediately prior to
                                    such transfer, controls at least $750 million of real
                                    estate assets (exclusive of the Mortgaged Property); or
                                    (iii) an insurance company which is subject to supervision
                                    by the insurance commissioner, or a similar official or
                                    agency, of a state or territory of the United States
                                    (including the District of Columbia) (a) with a net worth,
                                    as of a date no more than six (6) months prior to the date
                                    of the transfer of at least $300 million and (b) who,
                                    immediately prior to such transfer, controls real estate
                                    assets of at least $750 million (exclusive of the Mortgaged
                                    Property); or (iv) any person (a) with a long-term
                                    unsecured debt rating from the rating agencies of at least
                                    investment grade or (b) who (i) is regularly engaged by
                                    itself or through its affiliates in making commercial real
                                    estate loans or owning or operating commercial real estate
                                    or (ii) together with its affiliates, (A) owns or operates
                                    at least five (5) regional malls totaling at least three
                                    million square feet of gross leasable area (exclusive of
                                    the Mortgaged Property), (B) has a net worth, as of a date
                                    no more than six (6) months prior to the date of such
                                    transfer, of at least $300 million and (C) immediately
                                    prior to such transfer, owns real estate assets of at least
                                    $750 million (exclusive of the Mortgaged Property).
------------------------------------------------------------------------------------------------
Tysons Galleria, Fontainebleu       Subject to the satisfaction of certain conditions set forth
Apartments, University Office       in the Mortgage Loan documents, including the satisfaction
Park, Standard Oil Building,        of LTV and DSCR tests, the equity holder of the borrower is
Madison Research Park, Studio 6     permitted to incur mezzanine debt.
Hotel
------------------------------------------------------------------------------------------------
Tysons Galleria                      The Mortgage Loan documents permit: (i) transfers of
                                     direct or indirect ownership interests in the borrower to
                                     "Qualified Transferees" meeting certain financial criteria
                                     and general creditworthiness standards set forth in the
                                     Loan Agreement; and (ii) transfers of direct or indirect
                                     ownership interests in certain specified affiliates of the
                                     borrower. A "Qualified Transferee" shall mean any one of
                                     the following Persons: (i) a pension fund, pension trust
                                     or pension account that (a) has total real estate assets
                                     of at least $1 billion and (b) is managed by a Person who
                                     controls at least $1 billion of real estate equity assets;
                                     (ii) a pension fund advisor who (a) immediately prior to
                                     such transfer, controls at least $1 billion of real estate
                                     equity assets and (b) is acting on behalf of one or more
                                     pension funds that, in the aggregate, satisfy the
                                     requirements of clause (i) of this definition; (iii) an
                                     insurance company which is subject to supervision by the
                                     insurance commissioner, or a similar official or agency,
                                     of a state or territory of the United States (including
                                     the District of Columbia) (a) with a net worth, as of a
                                     date no more than six (6) months prior to the date of the
                                     transfer of at least $500 million and (b) who, immediately
                                     prior to such transfer, controls real estate equity assets
                                     of at least $1 billion; (iv) a corporation organized under
                                     the banking laws of the United States or any state or
                                     territory of the United States (including the District of
                                     Columbia) (a) with a combined capital and surplus of at
                                     least $500 million and (b) who, immediately prior to such
                                     transfer, controls real estate equity assets of at least
                                     $1 billion; or (v) any person (a) with a long-term
                                     unsecured debt rating from the Rating Agencies of at least
                                     investment grade or (b) who (i) owns or operates at least
                                     (10) regional shopping centers totaling at least six (6)
                                     million square feet of gross leasable area, (ii) has a net
                                     worth, as of a date no more than six (6) months prior to
                                     the date of such transfer, of at least $500 million and
                                     (iii) immediately prior to such transfer, controls real
                                     estate equity assets of at least $1 billion.

                                     In addition, the holders of indirect ownership interests
                                     in the borrower are permitted to pledge their interests as
                                     security for additional debt, provided that, among other
                                     things, the following conditions are satisfied: (i) no
                                     event of default under the Mortgage Loan has occurred and
                                     is continuing, (ii) the pledge is to a "qualified
                                     pledgee" or is subject to the lender's prior written
                                     consent, which may be withheld in the lender's sole and
                                     absolute discretion, provided that the lender's consent
                                     may not be unreasonably withheld, if the borrower has
                                     delivered (A) rating agency confirmation that the pledge
                                     will not, in and of itself, result in a downgrade,
                                     withdrawal or qualification of the ratings assigned to the
                                     certificates and (B) a substantive non-consolidation
                                     opinion reasonable acceptable to the lender and the rating
                                     agencies, and (iii) in the event the property manager of
                                     the Mortgaged Property will change in connection with the
                                     pledge, the replacement property manager must meet the
                                     conditions set forth in the related Mortgage Loan
                                     documents. Pledges of equity to or from affiliates of the
                                     borrower are also permitted. A "qualified pledgee"
                                     generally means (i) one or more institutional entities
                                     that (A) has total assets (in name or under management) in
                                     excess of $650,000,000, and (except with respect to a
                                     pension advisory firm or similar fiduciary)
                                     capital/statutory surplus or shareholder's equity of
                                     $250,000,000; and (B) is regularly engaged in the business
                                     of making or owning commercial real estate loans or
                                     commercial loans secured by a pledge of interests in a
                                     mortgage borrower or owning and operating commercial
                                     mortgage properties; or (ii) an entity for which the
                                     borrower has obtained rating agency confirmation that the
                                     pledge to such entity will not, in and of itself, result
                                     in a downgrade, withdrawal or qualification of the ratings
                                     assigned to the certificates.
------------------------------------------------------------------------------------------------
Prescott Gateway                    The Mortgage Loan documents permit: (i) transfers of direct
                                    or indirect ownership interests in the borrower to
                                    "Qualified Transferees" meeting certain financial criteria
                                    and general creditworthiness standards set forth in the
                                    Loan Agreement; (ii) transfers of direct or indirect
                                    ownership interests in The Macerich Company, The Macerich
                                    Partnership, L.P., The Westcor Company Limited Partnership,
                                    The Westcor Company II Limited Partnership or MACWH LP;
                                    (iii) sale, transfer or issuance of shares of stock or the
                                    issuance of debt in or by The Macerich Company, provided
                                    the shares of stock of The Macerich Company are listed on
                                    the New York Stock Exchange or such other nationally
                                    recognized stock exchange and (iv) the pledge by The
                                    Macerich Partnership, L.P. of indirect ownership interest
                                    in borrower in connection with certain credit facilities
                                    ($250,000,000 Term Loan Credit Facility; $650,000,000
                                    Interim Loan Facility and $450,000,000 Term Loan Facility;
                                    and $1,000,000,000 Revolving Loan Facility) and any
                                    amendments thereto or replacement thereof, provided that
                                    such credit facilities require The Macerich Partnership.
                                    L.P. to pledge all or substantially all of its interests in
                                    its material subsidiaries and it has pledged its interests
                                    in the borrower (together with its interests in its
                                    material subsidiaries) under such credit facilities
------------------------------------------------------------------------------------------------
Broadstone Sunrise Mountain         A member of the borrower has incurred mezzanine debt from
Apartments                          an affiliate secured by its equity interest in the borrower
                                    in the original principal amount of $6,700,000. The
                                    mezzanine lender executed an intercreditor agreement in
                                    favor of the lender.
------------------------------------------------------------------------------------------------
University Office Park              The Mortgage Loan documents permit the following transfers:
                                    (a) transfers of tenancy in common interests among the
                                    tenants in common pursuant to the TIC Agreement; (b) the
                                    sale or pledge, in one or a series of transactions, of
                                    direct or indirect equity interests in the "sponsor
                                    borrower" which do not result in greater than 75.01% of
                                    such direct or indirect equity being owned by a person or
                                    persons other than Required Borrower Principal, provided
                                    that Required Borrower Principal shall retain control of
                                    the sponsor borrower and the property manager; (c) the
                                    initial sales of tenancy in common interests by the sponsor
                                    borrower (grouped into not more than five (5) closings)
                                    within one year of the origination date; and (d) one
                                    simultaneous sale or transfer of the entire Property by all
                                    tenants in common.
------------------------------------------------------------------------------------------------
</TABLE>


Exceptions to Representation 42
-------------------------------
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------
           Mortgage Loan                                      Exception
------------------------------------------------------------------------------------------------
<S>                                 <C>
Merchandise Mart                     The borrower is only required to maintain terrorism
                                     insurance coverage to the extent that such coverage is
                                     commercially available for an annual premium that is less
                                     than or equal to $1,000,000. If the preceding sentence is
                                     not satisfied, then the borrower is required to obtain
                                     terrorism coverage (at a premium that does not exceed
                                     $1,000,000) from such insurers, and with such coverage, as
                                     shall be acceptable to the lender in its reasonable
                                     discretion.
------------------------------------------------------------------------------------------------
Discover Mills                       The borrower is only be required to obtain terrorism
                                     insurance coverage to the extent obtainable for an annual
                                     premium not in excess of the "terrorism insurance cap"
                                     (which means an amount equal to 150% of the cost of the
                                     borrower's comprehensive all risk insurance policy),
                                     provided, however, the borrower is required to purchase the
                                     maximum amount of terrorism insurance required by the loan
                                     agreement that is available with funds equal to the
                                     terrorism insurance cap.
------------------------------------------------------------------------------------------------
Prescott Gateway                     The borrower is only required to maintain terrorism
                                     insurance coverage to the extent and at the level
                                     obtainable at an annual premium for such insurance not to
                                     exceed $134,710.00.
------------------------------------------------------------------------------------------------
Fontainebleu Apartments              The borrower is not required to obtain and maintain
                                     terrorism insurance in the event that terrorism insurance
                                     coverage is not available from any insurance company
                                     licensed in Santa Barbara, California or is not customarily
                                     required by the lender in connection with similar loans on
                                     similarly situated properties. However, if terrorism
                                     insurance is available but not at a commercially reasonable
                                     rat, the borrower is required to maintain terrorism
                                     insurance in an amount that is available at a "commercially
                                     reasonable rate" (defined to mean the premium for terrorism
                                     coverage does not increase the overall property and
                                     casualty coverage premiums by more than 50% of the overall
                                     cost of the policy without terrorism insurance coverage as
                                     of the date of origination, as adjusted for inflation).
------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>




                                    EXHIBIT D

                          FORM OF OFFICER'S CERTIFICATE

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

               1. I have examined the Mortgage Loan Purchase Agreement, dated as
of December 1, 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 (or, in the case of any
particular representation or warranty set forth on Exhibit B to the Agreement,
as of such other date provided for in such representation or warranty) with the
same force and effect as if made on and as of the date hereof, subject to the
exceptions set forth in the Agreement (including Exhibit C thereto).

               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 the Prospectus, dated September 22, 2006, as supplemented by the Prospectus
Supplement, dated December 15, 2006 (collectively, the "Prospectus"), relating
to the offering of the Class A-1, Class A-1S, Class A-2, Class A-2S, Class
A-2SFL, Class A-3, Class A-3SFL, Class A-1A, Class X, Class A-M, Class A-MS,
Class A-J, Class A-JS, Class B, Class B-S, Class C, Class C-S, Class D and Class
D-S Certificates, the Private Placement Memorandum, dated December 15, 2006 (the
"Privately Offered Certificate Private Placement Memorandum"), relating to the
offering of the Class E, Class E-S, Class F, Class F-S, Class G, Class G-S,
Class H, Class H-S, Class J, Class K, Class L, Class M, Class N, Class P and
Class NR Certificates, and the Residual Private Placement Memorandum, dated
December 15, 2006 (together with the Privately Offered Certificate Private
Placement Memorandum, the "Private Placement Memoranda"), relating to the
offering of the Class R, Class MR and Class LR Certificates, and nothing has
come to my attention that would lead me to believe that 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 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.

                    [SIGNATURE APPEARS ON THE FOLLOWING PAGE]



               IN WITNESS WHEREOF, I have signed my name this ___ day of
December, 2006.



                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


<PAGE>


                                   SCHEDULE I

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

Reference is made to the Representations and Warranties set forth in Exhibit B
attached hereto corresponding to the Paragraph number set forth below.

Paragraph 21(a) and (e):

                                            None.



<PAGE>



                                   SCHEDULE II

                       MORTGAGED PROPERTY FOR WHICH OTHER
                      ENVIRONMENTAL INSURANCE IS MAINTAINED

Reference is made to the Representations and Warranties set forth in Exhibit B
attached hereto corresponding to the Paragraph numbers set forth below:

Paragraph 21 (b) and (c):

1.   Berry Bridge Corp.