Exhibit 10.2

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

                                    PURCHASER

                        UBS REAL ESTATE SECURITIES INC.,

                                     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 UBS Real Estate Securities Inc., 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 $1,057,679,231
(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 (only with respect to
disclosure related to Items 1117 or 1119 of Regulation AB) 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 a corporation, duly organized, validly existing and in
      good standing under the laws of the State of Delaware;

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

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

            (iv) it is 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 certificate of incorporation and by-laws,
      certified as of a recent date by the Secretary or Assistant Secretary of
      the Seller;

            (ii) an original or copy of a certificate of good standing of the
      Seller issued by the Secretary of the State of Delaware dated not earlier
      than sixty days prior to the Closing Date;

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

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

                  (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, UBS Real Estate Securities Inc.,
1285 Avenue of the Americas, New York, New York 10019, Attention: Mark Green,
fax number (212) 713-1050 and Attention: Jeffrey N. Lavine, fax number (212)
713-4062 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


                                           UBS REAL ESTATE SECURITIES INC., as
                                             Seller


                                           By:  /s/ Jeffrey N. Lavine
                                              ----------------------------------
                                              Name:  Jeffrey N. Lavine
                                              Title: Managing Director


                                           By:  /s/ Mark Green
                                              ----------------------------------
                                              Name:  Mark Green
                                              Title: Managing Director

<PAGE>

                                    EXHIBIT A

                             MORTGAGE LOAN SCHEDULE

JPMCC 2006-LDP9

Mortgage Loan Schedule (UBS)


<TABLE>
<CAPTION>
Loan #   Mortgagor Name                                   Property Address                City
------   ----------------------------------------------   -----------------------------   ----------------
<S>      <C>                                              <C>                             <C>
     1   Extell Belnord LLC                               2360 Broadway                   New York
     4   UCM/SREP-Corporate Woods, LLC                    Various                         Overland Park
  4.01                                                    10851 Mastin Boulevard          Overland Park
  4.02                                                    9401 Indian Creek Parkway       Overland Park
  4.03                                                    10801 Mastin Boulevard          Overland Park
  4.04                                                    9225 Indian Creek Parkway       Overland Park
  4.05                                                    9900 West 109th Street          Overland Park
  4.06                                                    10950 Grandview Drive           Overland Park
  4.07                                                    10865-10895 Grandview Drive     Overland Park
  4.08                                                    8900 Indian Creek Parkway       Overland Park
  4.09                                                    9200 Indian Creek Parkway       Overland Park
   4.1                                                    10975 Benson Drive              Overland Park
  4.11                                                    8717 West 110th Street          Overland Park
  4.12                                                    9393 West 110th Street          Overland Park
  4.13                                                    9300 West 110th Street          Overland Park
  4.14                                                    10975 Grandview Drive           Overland Park
  4.15                                                    9900-9962 College Boulevard     Overland Park
  4.16                                                    8700 Indian Creek Parkway       Overland Park
  4.17                                                    10800 Farley Street             Overland Park
     5   ART Mortgage Borrower Propco 2006-1A L.P. and    Various                         Various
         ART Mortgage Borrower Opco 2006-1A L.P.
  5.01                                                    1331 Civil War Road             Carthage
  5.02                                                    200 Railhead Road               Fort Worth
  5.03                                                    751 West Churchill Road         West Point
  5.04                                                    2007 West Mary Street           Garden City
    65   Arden Seven Penn Partners, L.P.                  1625-1637 Market Street         Philadelphia
    78   River Real Estate Limited Partnership            1000 Steward's Crossing Way     Lawrenceville
    82   CMS Palma Sola Associates, Limited Partnership   3900 75th Street West           Bradenton
    83   2160 Sunrise Owner LLC, 116-11 Beach Channel     Various                         Various
         Owner LLC, 65-63 Grand Owner LLC, 449 Myrtle
         Owner LLC
 83.01                                                    116-11 Beach Channel Drive      Rockaway Park
 83.02                                                    65-63 Grand Avenue              Maspeth
 83.03                                                    449 Myrtle Avenue               Brooklyn
 83.04                                                    2160 Sunrise Highway            Merrick
    84   16 East 40 Realty LLC                            16 East 40th Street             New York
    85   Grand Real Estate Limited Partnership            22626 NE Inglewood Hill Road    Sammamish
   117   FR Net Lease Co-Investment Program 11, LP        120 Intermodal Parkway          Fort Worth
   125   FR Net Lease Co-Investment Program 12, LLC       11589 88th Avenue               Pleasant Prairie
   127   Blue Ribbon Hospitality-BW (Rosemont), LLC       10290-10300 West Higgins Road   Rosemont
   129   Galman Spruce Court, L.P.                        520-633 Spruce Sheet            Royersford
   136   Forum RP, LLC                                    104 Riverstone Parkway          Canton
   141   Sjodin Property Company, L.L.C.                  2073 Prairie Street             St. Charles
   174   Galman Hillside, L.P.                            94 Hillside Drive               Pottstown
   185   Dae-Ho Moorpark Garden LLC                       2966 Moorpark Avenue            San Jose
   208   Palatine Storage, L.P.                           520 West Colfax Street          Palatine
   217   3550 Cleveland LLC                               3350 Cleveland Avenue           Columbus
   220   Summit Corporate Office LLC                      50190 Schoenherr Road           Shelby Township
   252   Cavaliere Southgate LLC                          40399 Grand River Avenue        Novi

<CAPTION>
Loan #    State     Zip Code   County         Property Name                  Size      Measure       Interest Rate (%)
-------   -------   --------   ------------   ----------------------------   -------   -----------   -----------------
<S>       <C>       <C>        <C>            <C>                            <C>       <C>           <C>
      1   NY           10024   New York       The Belnord                        215   Units                   5.82000
      4   KS           66210   Johnson        Corporate Woods Portfolio      2167827   Square Feet             5.61100
   4.01   KS           66210   Johnson        Building 82                     245359   Square Feet             5.61100
   4.02   KS           66210   Johnson        Building 40                     298557   Square Feet             5.61100
   4.03   KS           66210   Johnson        Building 84                     240557   Square Feet             5.61100
   4.04   KS           66210   Johnson        Building 32                     207316   Square Feet             5.61100
   4.05   KS           66210   Johnson        Building 70                     101151   Square Feet             5.61100
   4.06   KS           66210   Johnson        Building 34                      96133   Square Feet             5.61100
   4.07   KS           66210   Johnson        Building 20 - 24                139098   Square Feet             5.61100
   4.08   KS           66210   Johnson        Building 6                      108584   Square Feet             5.61100
   4.09   KS           66210   Johnson        Building 9                       99018   Square Feet             5.61100
    4.1   KS           66210   Johnson        Building 12                      97405   Square Feet             5.61100
   4.11   KS           66210   Johnson        Building 14                     120298   Square Feet             5.61100
   4.12   KS           66210   Johnson        Building 51                      90566   Square Feet             5.61100
   4.13   KS           66210   Johnson        Building 55                      89204   Square Feet             5.61100
   4.14   KS           66210   Johnson        Building 27                      96499   Square Feet             5.61100
   4.15   KS           66210   Johnson        Retail Shops                     28612   Square Feet             5.61100
   4.16   KS           66210   Johnson        Building 3                       61425   Square Feet             5.61100
   4.17   KS           66210   Johnson        Building 75                      48045   Square Feet             5.61100
      5   Various   Various    Various        Americold Portfolio            3328651   Square Feet             5.55050

   5.01   MO           64836   Jasper         1331 Civil War Road            2863778   Square Feet             5.55050
   5.02   TX           76106   Tarrant        200 Railhead Road               143559   Square Feet             5.55050
   5.03   MS           39773   Clay           751 West Churchill Road         191676   Square Feet             5.55050
   5.04   KS           67846   Finney         2007 West Mary Street           129638   Square Feet             5.55050
     65   PA           19103   Philadelphia   7 Penn Center                   286574   Square Feet             5.94800
     78   NJ           08648   Mercer         Steward's Crossing                 240   Units                   5.87000
     82   FL           34209   Manatee        Colonial Grand at Palma Sola       340   Units                   5.89200
     83   NY        Various    Various        HSBC/BofA Portfolio              18000   Square Feet             5.60800


  83.01   NY           11694   Queens         116-11 Beach Channel Drive        5000   Square Feet             5.60800
  83.02   NY           11378   Queens         65-63 Grand Avenue                4000   Square Feet             5.60800
  83.03   NY           11205   Kings          449 Myrtle Avenue                 5000   Square Feet             5.60800
  83.04   NY           11566   Nassau         2160 Sunrise Highway              4000   Square Feet             5.60800
     84   NY           10016   New York       16 East 40th Street              92875   Square Feet             5.60500
     85   WA           98074   King           Knolls at Inglewood                230   Units                   5.93000
    117   TX           76177   Tarrant        Volkswagen - Haslet             369530   Square Feet             5.56000
    125   WI           53158   Kenosha        Volkswagen - Kenosha            264907   Square Feet             5.56000
    127   IL           60018   Cook           Best Western O'Hare                142   Rooms                   6.30000
    129   PA           19468   Montgomery     Spruce Court                       171   Units                   5.96000
    136   GA           30114   Cherokee       River Place                     127853   Square Feet             5.75500
    141   IL           60174   Kane           Jewel - Osco                     65000   Square Feet             5.65000
    174   PA           19464   Montgomery     Hillside Heights                   100   Units                   5.96000
    185   CA           95128   Santa Clara    Moorpark Apartments                 68   Units                   5.57000
    208   IL           60067   Cook           Metro Self Storage Palatine        568   Units                   5.54000
    217   OH           43224   Franklin       Cleveland & Innis Plaza          42097   Square Feet             5.64500
    220   MI           48315   Macomb         Summit Office Park               32551   Square Feet             5.92000
    252   MI           48375   Oakland        Beech Tree Office Centre         23740   Square Feet             5.85000

<CAPTION>
Loan #   Net Mortgage Interest Rate   Original Balance   Cutoff Balance   Term   Rem. Term   Maturity/ARD Date
------   --------------------------   ----------------   --------------   ----   ---------   -----------------
<S>      <C>                          <C>                <C>              <C>    <C>         <C>
     1                      5.79957        375,000,000      375,000,000    120         119            11/09/16
     4                      5.59057        220,000,000      220,000,000     84          84            12/09/13
  4.01                                      33,200,000       33,200,000     84          84            12/09/13
  4.02                                      32,400,000       32,400,000     84          84            12/09/13
  4.03                                      30,300,000       30,300,000     84          84            12/09/13
  4.04                                      25,200,000       25,200,000     84          84            12/09/13
  4.05                                      11,500,000       11,500,000     84          84            12/09/13
  4.06                                      10,200,000       10,200,000     84          84            12/09/13
  4.07                                       9,800,000        9,800,000     84          84            12/09/13
  4.08                                       9,100,000        9,100,000     84          84            12/09/13
  4.09                                       8,700,000        8,700,000     84          84            12/09/13
   4.1                                       8,000,000        8,000,000     84          84            12/09/13
  4.11                                       7,500,000        7,500,000     84          84            12/09/13
  4.12                                       7,500,000        7,500,000     84          84            12/09/13
  4.13                                       7,300,000        7,300,000     84          84            12/09/13
  4.14                                       7,100,000        7,100,000     84          84            12/09/13
  4.15                                       5,100,000        5,100,000     84          84            12/09/13
  4.16                                       4,000,000        4,000,000     84          84            12/09/13
  4.17                                       3,100,000        3,100,000     84          84            12/09/13
     5                      5.53007        194,000,000      194,000,000    120         120            12/11/16
  5.01                                     128,000,000      128,000,000    120         120            12/11/16
  5.02                                      27,680,000       27,680,000    120         120            12/11/16
  5.03                                      19,920,000       19,920,000    120         120            12/11/16
  5.04                                      18,400,000       18,400,000    120         120            12/11/16
    65                      5.92757         38,500,000       38,500,000     60          59            11/09/11
    78                      5.84957         25,000,000       25,000,000     60          60            12/09/11
    82                      5.87157         23,300,000       23,300,000     60          58            10/09/11
    83                      5.58757         23,000,000       23,000,000    120         120            12/10/16
 83.01                                       6,571,430        6,571,430    120         120            12/10/16
 83.02                                       6,206,350        6,206,350    120         120            12/10/16
 83.03                                       5,330,160        5,330,160    120         120            12/10/16
 83.04                                       4,892,060        4,892,060    120         120            12/10/16
    84                      5.58457         22,500,000       22,500,000    120         120            12/09/16
    85                      5.90957         22,250,000       22,250,000     60          60            12/09/11
   117                      5.53957         13,020,000       13,020,000    120         120            12/10/16
   125                      5.53957         11,480,000       11,480,000    120         120            12/10/16
   127                      6.27957         11,300,000       11,289,381     60          59            11/09/11
   129                      5.93957         10,900,000       10,900,000    120         119            11/10/16
   136                      5.73457          8,850,000        8,840,769    120         119            11/09/16
   141                      5.62957          8,450,000        8,450,000    120         120            12/10/16
   174                      5.93957          6,000,000        6,000,000    120         119            11/10/16
   185                      5.54957          5,500,000        5,500,000    120         120            12/09/16
   208                      5.51957          4,478,000        4,478,000    120         120            12/09/16
   217                      5.62457          4,100,000        4,100,000    120         120            12/09/16
   220                      5.89957          4,000,000        3,992,554    120         118            10/09/16
   252                      5.82957          2,732,500        2,729,701    120         119            11/09/16

<CAPTION>
Loan #   Amort. Term   Rem. Amort.   Monthly Debt Service   Servicing Fee Rate   Accrual Type   ARD (Y/N)   ARD Step Up (%)
------   -----------   -----------   --------------------   ------------------   ------------   ---------   ---------------
<S>      <C>           <C>           <C>                    <C>                  <C>            <C>         <C>
     1             0             0              1,844,010              0.02000   Actual/360     No
     4             0             0              1,042,971              0.02000   Actual/360     No
  4.01             0             0                                                              No
  4.02             0             0                                                              No
  4.03             0             0                                                              No
  4.04             0             0                                                              No
  4.05             0             0                                                              No
  4.06             0             0                                                              No
  4.07             0             0                                                              No
  4.08             0             0                                                              No
  4.09             0             0                                                              No
   4.1             0             0                                                              No
  4.11             0             0                                                              No
  4.12             0             0                                                              No
  4.13             0             0                                                              No
  4.14             0             0                                                              No
  4.15             0             0                                                              No
  4.16             0             0                                                              No
  4.17             0             0                                                              No
     5             0             0                909,794              0.02000   Actual/360     No

  5.01             0             0                                                              No
  5.02             0             0                                                              No
  5.03             0             0                                                              No
  5.04             0             0                                                              No
    65             0             0                193,482              0.02000   Actual/360     No
    78             0             0                123,990              0.02000   Actual/360     No
    82             0             0                115,992              0.02000   Actual/360     No
    83             0             0                108,980              0.02000   Actual/360     No


 83.01             0             0                                                              No
 83.02             0             0                                                              No
 83.03             0             0                                                              No
 83.04             0             0                                                              No
    84             0             0                106,553              0.02000   Actual/360     No
    85             0             0                111,479              0.02000   Actual/360     No
   117           360           360                 74,417              0.02000   Actual/360     No
   125           360           360                 65,615              0.02000   Actual/360     No
   127           360           359                 69,944              0.02000   Actual/360     No
   129             0             0                 54,889              0.02000   Actual/360     No
   136           360           359                 51,674              0.02000   Actual/360     No
   141             0             0                 40,338              0.02000   Actual/360     No
   174             0             0                 30,214              0.02000   Actual/360     No
   185             0             0                 25,884              0.02000   Actual/360     No
   208             0             0                 20,961              0.02000   Actual/360     No
   217           360           360                 23,654              0.02000   Actual/360     No
   220           360           358                 23,777              0.02000   Actual/360     No
   252           360           359                 16,120              0.02000   Actual/360     No

<CAPTION>
Loan #   Title Type   Crossed Loan   Originator/Loan Seller
------   ----------   ------------   ----------------------
<S>      <C>          <C>            <C>
     1   Fee                         UBS
     4   Fee                         UBS
  4.01   Fee                         UBS
  4.02   Fee                         UBS
  4.03   Fee                         UBS
  4.04   Fee                         UBS
  4.05   Fee                         UBS
  4.06   Fee                         UBS
  4.07   Fee                         UBS
  4.08   Fee                         UBS
  4.09   Fee                         UBS
   4.1   Fee                         UBS
  4.11   Fee                         UBS
  4.12   Fee                         UBS
  4.13   Fee                         UBS
  4.14   Fee                         UBS
  4.15   Fee                         UBS
  4.16   Fee                         UBS
  4.17   Fee                         UBS
     5   Fee                         UBS

  5.01   Fee                         UBS
  5.02   Fee                         UBS
  5.03   Fee                         UBS
  5.04   Fee                         UBS
    65   Fee                         UBS
    78   Fee                         UBS
    82   Fee                         UBS
    83   Fee                         UBS


 83.01   Fee                         UBS
 83.02   Fee                         UBS
 83.03   Fee                         UBS
 83.04   Fee                         UBS
    84   Fee                         UBS
    85   Fee                         UBS
   117   Fee                         UBS
   125   Fee                         UBS
   127   Fee                         UBS
   129   Fee                         UBS
   136   Fee                         UBS
   141   Fee                         UBS
   174   Fee                         UBS
   185   Fee                         UBS
   208   Fee                         UBS
   217   Fee                         UBS
   220   Fee                         UBS
   252   Fee                         UBS

<CAPTION>
Loan #   Guarantor                                                                              Letter of Credit
------   ------------------------------------------------------------------------------------   ----------------
<S>      <C>                                                                                    <C>
     1   Gary Barnett                                                                           No
     4   Honeywell International Master Pension Trust and Stoltz Real Estate Fund II            No
  4.01
  4.02
  4.03
  4.04
  4.05
  4.06
  4.07
  4.08
  4.09
   4.1
  4.11
  4.12
  4.13
  4.14
  4.15
  4.16
  4.17
     5   Americold Realty Trust                                                                 No

  5.01
  5.02
  5.03
  5.04
    65   Craig A. Spencer                                                                       No
    78   CMS Private REIT Master Subpartnership, L.P.                                           No
    82   CMS Entrepreneurial III Partners, CMS Entreprenurial IV Partners                       No
    83   Jeffrey Sutton                                                                         No


 83.01
 83.02
 83.03
 83.04
    84   Nader Hakakian, Marc Monasebian                                                        No
    85   CMS Private REIT Master Subpartnership, L.P.                                           No
   117   First Industrial, L.P., UBS Wealth Management - North American Property Fund Limited   No
   125   First Industrial, L.P., UBS Wealth Management - North American Property Fund Limited   No
   127   Barkat A. Gillani, Razza Lakhani                                                       No
   129   Arnold Galman                                                                          No
   136   Philip D. Healy, James L. Flock, Sr.                                                   No
   141   Kent W Shodeen                                                                         No
   174   Arnold Galman                                                                          No
   185   Joanne J. Lee                                                                          No
   208   Metro JV Fund II LLC, CLPF-Metro JV GP, LLC                                            No
   217   Arthur Shapolsky                                                                       No
   220   John Cavaliere, Michele Ventimiglia                                                    No
   252   Gregory W. Cooksey, Lorenzo J. Cavaliere                                               No

<CAPTION>

                                              UPFRONT ESCROW
         ---------------------------------------------------------------------------------------------
Loan #   Upfront CapEx Reserve   Upfront Eng. Reserve   Upfront Envir. Reserve   Upfront TI/LC Reserve
------   ---------------------   --------------------   ----------------------   ---------------------
<S>      <C>                     <C>                    <C>                      <C>
     1                    0.00                   0.00                     0.00                    0.00
     4               36,302.82             356,769.00                     0.00               69,697.53
  4.01
  4.02
  4.03
  4.04
  4.05
  4.06
  4.07
  4.08
  4.09
   4.1
  4.11
  4.12
  4.13
  4.14
  4.15
  4.16
  4.17
     5                    0.00                   0.00                     0.00                    0.00

  5.01
  5.02
  5.03
  5.04
    65                4,776.23                   0.00                     0.00               17,017.00
    78                5,000.00                   0.00                     0.00                    0.00
    82                    0.00              57,712.50                     0.00                    0.00
    83                    0.00                   0.00               120,000.00                    0.00


 83.01
 83.02
 83.03
 83.04
    84                    0.00                   0.00                     0.00                    0.00
    85                4,791.67                   0.00                     0.00                    0.00
   117                    0.00                   0.00                     0.00                    0.00
   125                    0.00               1,160.00                     0.00                    0.00
   127               12,770.34              10,938.00                     0.00                    0.00
   129                    0.00              84,909.00                     0.00                    0.00
   136                1,598.16                   0.00                     0.00              100,000.00
   141                  812.50              15,786.25                     0.00                    0.00
   174                    0.00                   0.00                     0.00                    0.00
   185               34,000.00                   0.00                     0.00                    0.00
   208                  732.31                   0.00                     0.00                    0.00
   217                    0.00              31,411.25                     0.00                    0.00
   220                    0.00                   0.00                     0.00                    0.00
   252                  395.67                   0.00                     0.00                2,472.92

<CAPTION>
                                    UPFRONT ESCROW
         ---------------------------------------------------------------------
Loan #   Upfront RE Tax Reserve   Upfront Ins. Reserve   Upfront Other Reserve       Monthly Capex Reserve
------   ----------------------   --------------------   ---------------------   -   ---------------------
<S>      <C>                      <C>                    <C>                         <C>
     1               943,225.42             233,594.17                    0.00                        0.00
     4             1,139,295.56              59,025.00                    0.00                    36302.82
  4.01
  4.02
  4.03
  4.04
  4.05
  4.06
  4.07
  4.08
  4.09
   4.1
  4.11
  4.12
  4.13
  4.14
  4.15
  4.16
  4.17
     5                     0.00                   0.00                    0.00                        0.00

  5.01
  5.02
  5.03
  5.04
    65               466,493.67              83,747.25               21,407.70                     4776.23
    78                93,165.73              40,173.50                    0.00                     5000.00
    82               202,005.42              72,108.33                    0.00                     7083.00
    83                     0.00                   0.00                    0.00                        0.00


 83.01
 83.02
 83.03
 83.04
    84                     0.00                   0.00                    0.00                        0.00
    85               133,667.50              34,099.41                    0.00                     4791.67
   117                     0.00                   0.00                    0.00                        0.00
   125                     0.00                   0.00                    0.00                        0.00
   127               103,357.76              13,300.83                    0.00                    12770.34
   129                65,056.45              11,581.50                    0.00                     3562.50
   136                10,116.61               1,998.42                    0.00                     1598.00
   141                     0.00               7,105.50                    0.00                      812.50
   174                39,126.41               6,711.50                    0.00                     2083.33
   185                62,367.00                 926.92                    0.00                        0.00
   208                44,713.67                   0.00                    0.00                      732.31
   217                68,067.42                 732.58                    0.00                      631.46
   220                     0.00                   0.00               10,000.00                        0.00
   252                22,015.00                 456.33                    0.00                      395.67

<CAPTION>

                                                 MONTHLY ESCROW
         ----------------------------------------------------------------------------------------------
Loan #   Monthly Envir. Reserve   Monthly TI/LC Reserve   Monthly RE Tax Reserve   Monthly Ins. Reserve
------   ----------------------   ---------------------   ----------------------   --------------------
<S>      <C>                      <C>                     <C>                      <C>
     1                     0.00                    0.00                188645.08               21474.42
     4                     0.00                    0.00                569647.78               29512.50
  4.01
  4.02
  4.03
  4.04
  4.05
  4.06
  4.07
  4.08
  4.09
   4.1
  4.11
  4.12
  4.13
  4.14
  4.15
  4.16
  4.17
     5                     0.00                    0.00                     0.00                   0.00

  5.01
  5.02
  5.03
  5.04
    65                     0.00                17017.00                 58311.58                9305.25
    78                     0.00                    0.00                 46582.87                6695.58
    82                     0.00                    0.00                 28857.92               14421.67
    83                     0.00                    0.00                     0.00                   0.00


 83.01
 83.02
 83.03
 83.04
    84                     0.00                    0.00                 57491.00                   0.00
    85                     0.00                    0.00                 22277.92                3788.82
   117                     0.00                    0.00                     0.00                   0.00
   125                     0.00                    0.00                     0.00                   0.00
   127                     0.00                    0.00                 34452.59                6650.42
   129                     0.00                    0.00                 15547.24                1930.25
   136                     0.00                 2663.60                 10116.61                1998.42
   141                     0.00                    0.00                     0.00                 789.50
   174                     0.00                    0.00                 10115.51                1118.58
   185                     0.00                    0.00                 10394.50                 926.92
   208                     0.00                    0.00                 11178.42                   0.00
   217                     0.00                 3157.28                  9723.92                 732.58
   220                     0.00                    0.00                     0.00                   0.00
   252                     0.00                 2472.92                  4403.00                 456.33

<CAPTION>

            MONTHLY ESCROW
         ---------------------
Loan #   Monthly Other Reserve   Grace Period   Lockbox In-place   Property Type   Defeasance Permitted
------   ---------------------   ------------   ----------------   -------------   --------------------
<S>      <C>                     <C>            <C>                <C>             <C>
     1                    0.00              0   Yes                Multifamily     Yes
     4                    0.00              0   Yes                Various         No
  4.01                                      0                      Office
  4.02                                      0                      Office
  4.03                                      0                      Office
  4.04                                      0                      Office
  4.05                                      0                      Office
  4.06                                      0                      Office
  4.07                                      0                      Office
  4.08                                      0                      Office
  4.09                                      0                      Office
   4.1                                      0                      Office
  4.11                                      0                      Office
  4.12                                      0                      Office
  4.13                                      0                      Office
  4.14                                      0                      Office
  4.15                                      0                      Retail
  4.16                                      0                      Office
  4.17                                      0                      Office
     5                    0.00              0   Yes                Industrial      Yes

  5.01                                      0                      Industrial
  5.02                                      0                      Industrial
  5.03                                      0                      Industrial
  5.04                                      0                      Industrial
    65                    0.00              0   Yes                Office          Yes
    78                    0.00              0   No                 Multifamily     No
    82                    0.00              0   No                 Multifamily     No
    83                    0.00              0   Yes                Retail          Yes


 83.01                                      0                      Retail
 83.02                                      0                      Retail
 83.03                                      0                      Retail
 83.04                                      0                      Retail
    84                    0.00              0   No                 Office          Yes
    85                    0.00              0   No                 Multifamily     No
   117                    0.00              5   No                 Industrial      Yes
   125                    0.00              5   No                 Industrial      Yes
   127                    0.00              0   No                 Hotel           Yes
   129                    0.00              0   No                 Multifamily     Yes
   136                    0.00              0   No                 Retail          Yes
   141                    0.00              0   No                 Retail          Yes
   174                    0.00              0   No                 Multifamily     Yes
   185                    0.00              0   No                 Multifamily     Yes
   208                    0.00              0   No                 Self Storage    Yes
   217                    0.00              0   No                 Retail          Yes
   220                    0.00              0   No                 Office          Yes
   252                    0.00              0   No                 Office          Yes

<CAPTION>
Loan #   Interest Accrual Period   Loan Group   Final Maturity Date   Remaining Amortization Term for Balloon Loans
------   -----------------------   ----------   -------------------   ---------------------------------------------
<S>      <C>                       <C>          <C>                   <C>
     1   Actual/360                         2
     4   Actual/360                         3
  4.01                                      3
  4.02                                      3
  4.03                                      3
  4.04                                      3
  4.05                                      3
  4.06                                      3
  4.07                                      3
  4.08                                      3
  4.09                                      3
   4.1                                      3
  4.11                                      3
  4.12                                      3
  4.13                                      3
  4.14                                      3
  4.15                                      3
  4.16                                      3
  4.17                                      3
     5   Actual/360                         1

  5.01                                      1
  5.02                                      1
  5.03                                      1
  5.04                                      1
    65   Actual/360                         3
    78   Actual/360                         3
    82   Actual/360                         3
    83   Actual/360                         1


 83.01                                      1
 83.02                                      1
 83.03                                      1
 83.04                                      1
    84   Actual/360                         1
    85   Actual/360                         3
   117   Actual/360                         1                                                                   360
   125   Actual/360                         1                                                                   360
   127   Actual/360                         3                                                                   360
   129   Actual/360                         2
   136   Actual/360                         1                                                                   360
   141   Actual/360                         1
   174   Actual/360                         2
   185   Actual/360                         2
   208   Actual/360                         1
   217   Actual/360                         1                                                                   360
   220   Actual/360                         1                                                                   360
   252   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 material 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
                                 JPMCC 2006-LDP9

           EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

Representation 10(a)

--------------------------------------------------------------------------------
Loan
Number     Loan Name            Description of Exception
--------------------------------------------------------------------------------
65, 78,    7 Penn Center;       The non-recourse carve-out provisions with
82, 83,    Steward's Crossing;  respect to actual waste will apply only if
85, 127,   Colonial Grand at    waste is material.
129, 136,  Palma Sola;
141, 174,  HSBC/BofA
220, 252   Portfolio; Knolls
           at Inglewood; Best
           Western O'Hare;
           Spruce Court; River
           Place; Jewel Osco;
           Hillside Heights;
           Summit Office Park;
           Beech Tree Office
           Centre
--------------------------------------------------------------------------------
1, 4, 5    The Belnord;         With respect to representation 10(a)(iii)(y),
           Corporate Woods      liability is triggered by "the removal or
           Portfolio;           disposal of any portion of the Properties after
           Americold Portfolio  an Event of Default."
--------------------------------------------------------------------------------
4, 117,    Corporate Woods      No individual or entity other than the
125        Portfolio            Mortgagor is personally liable for any
           Volkswagen -         liabilities, losses, costs, or damages arising
           Haslet; Volkswagen   from the related non-recourse carve out
           - Kenosha            provisions.
--------------------------------------------------------------------------------

Representation 12

--------------------------------------------------------------------------------
Loan
Number    Loan Name             Description of Exception
--------------------------------------------------------------------------------
4         Corporate Woods       The Mortgagor may release a portion of the
          Portfolio             Mortgaged Property from the lien of the
                                Mortgage, subject to a release price equal to
                                the product of 105% of the allocated loan
                                amount for the portion of the Mortgaged
                                Property being released.
--------------------------------------------------------------------------------
5         Americold Portfolio   Any Mortgaged Property is permitted to be
                                released from the lien of the Mortgage in
                                connection with a partial defeasance of the
                                Mortgage Loan, subject to delivery of
                                defeasance collateral sufficient to defease the
                                Mortgage Loan in an amount equal to the product
                                of the allocated loan amount for the Mortgaged
                                Property being released and a percentage not
                                less than 105%, but  no greater than 115%.

                                Furthermore, prior to the date on which a
                                Mortgaged Property may be released from the
                                lien of the Mortgage in connection with a
                                defeasance, the Mortgagor may prepay a portion
                                of the Mortgage Loan and thereby obtain a
                                release of certain portions of the Mortgaged
                                Property in order to cure a non-monetary
                                default or an Event of Default, subject to
                                payment of a release price of equal to a sum of
                                (A) the product of an amount representing the
                                allocated loan amount of such portion of the
                                Mortgaged Property being released and a
                                percentage not less than 105% and no greater
                                than 115%, and (B) the yield maintenance
                                premium amount.
--------------------------------------------------------------------------------

Representation 16

--------------------------------------------------------------------------------
Loan
Number    Loan Name             Description of Exception
--------------------------------------------------------------------------------
83        HSBC/BofA Portfolio   The certificates of occupancy on the Mortgaged
                                Properties will not be available until the
                                improvements on the Mortgaged Properties are
                                fully constructed by the tenants. A cash trap
                                will commence on the 3rd anniversary of the
                                origination date and continue as long as there
                                remains any uncompleted construction work on
                                the Mortgaged Properties.
--------------------------------------------------------------------------------
127       Best Western O'Hare   A certificate of occupancy on the Mortgaged
                                Property was not obtained. However, the
                                Mortgagor has personally guaranteed against any
                                losses from the failure to obtain the related
                                certificate of occupancy, the engineering
                                report did not reveal any material damages on
                                the Mortgaged Property and a zoning letter was
                                delivered by the Mortgagor evidencing
                                compliance with zoning and building code
                                regulations.
--------------------------------------------------------------------------------

Representation 22

--------------------------------------------------------------------------------
Loan
Number    Loan Name             Description of Exception
--------------------------------------------------------------------------------
1         The Belnord           The Mortgagor is only required to maintain
                                insurance policies with an insurer having a
                                claims paying rating by S&P of "A-" or better.
--------------------------------------------------------------------------------
5         Americold Portfolio   The related Mortgage Loan documents provide
                                that the insurance policy covering all
                                improvements and personal property on the
                                Mortgaged Properties must provide coverage in
                                an amount equal to (i) the full replacement
                                cost of only the Mortgaged Property located in
                                Carthage, MO ("Carthage Property") and (ii) if
                                the Carthage Property has been defeased from
                                the lien of the Mortgage, insurance coverage
                                will be limited to $150,000,000 in the
                                aggregate for the remaining Mortgaged
                                Properties.
--------------------------------------------------------------------------------
                                The related Mortgage Loan documents permit the
                                Mortgaged Properties to be insured by an
                                insurance policy that is issued by an insurer
                                having a claims-paying rating less than "A-"
                                under certain limited circumstances and subject
                                to the following conditions: if 5 or more
                                insurance carriers are providing the insurance
                                policies, only 60% of such coverage will be
                                required to be insured by insurance companies
                                having a claims paying ability rating of "A-"
                                or better by S&P and the remaining 40% of such
                                coverage may be provided by insurance companies
                                having a claims paying rating of "BBB-" or
                                better by S&P; provided, however, with respect
                                to the first $100,000,000 of coverage under
                                such policies, not more than 20% of such
                                coverage shall be provided by insurance
                                companies with a claims paying ability rating
                                lower than "A-" by S&P (but in no event lower
                                than "BBB-" by S&P). In the event that 4 or
                                fewer insurance carriers are providing the
                                policies, 75% of such coverage will be provided
                                by insurance companies having a claims paying
                                ability rating of "A-" or better by S&P, with
                                the remaining 25% of such coverage being
                                provided by insurance companies having a claims
                                paying ability rating of "BBB-" or better by
                                S&P.
--------------------------------------------------------------------------------

Representation 27

--------------------------------------------------------------------------------
Loan
Number    Loan Name             Description of Exception
--------------------------------------------------------------------------------
          Americold             In lieu of a rent roll, the Mortgagor is
                                required to provide a customer list of all
                                third parties that are required to make annual
                                payments of at least $4 million.
--------------------------------------------------------------------------------

Representation 32

--------------------------------------------------------------------------------
Loan
Number    Loan Name             Description of Exception
--------------------------------------------------------------------------------
1         The Belnord           The Mortgagor's direct or indirect ownership
                                interests may be transferred to a person other
                                than the principal of the Mortgagor to secure a
                                mezzanine loan provided certain conditions are
                                satisfied including, but not limited to, (i) a
                                maximum LTV of 75%, (i) a minimum DSCR of 1.20x
                                and (iii) rating agency confirmation.
--------------------------------------------------------------------------------
5         Americold             The Mortgage Loan documents permit (i) certain
                                entities that are owners of Americold Realty
                                Trust ("ART"), a guarantor and sponsor of the
                                Mortgagor, to transfer their ownership
                                interests or merge with other persons, (ii) ART
                                to issue ownership interests or securities in
                                ART in connection with ART becoming a public
                                company and (iii) ART to merge or consolidate
                                with any person; provided that in connection
                                with (ii) and (iii), if the existing owners of
                                ART in the aggregate would no longer own a
                                controlling interest in the Mortgagor, a rating
                                agency confirmation will be required in
                                connection therewith.
--------------------------------------------------------------------------------
82        Colonial Grand at     Ownership interests (other than a controlling
          Palma Sola            interest) in the Mortgagor may be pledged as
                                security for a mezzanine loan made by an
                                institutional lender acceptable to the
                                Mortgagee; provided that certain conditions are
                                satisfied, including, but not limited to: (i) a
                                DSCR of 1.20x; (ii) an LTV of 80%; (iii) the
                                mezzanine loan remains subject to and
                                subordinate to the Mortgage Loan; (iv) the
                                mezzanine lender enters into an intercreditor
                                agreement in form and substance acceptable to
                                Mortgagee, in its sole discretion, and the
                                rating agencies; and (v) such mezzanine loan is
                                co-terminus with the Mortgage Loan.
--------------------------------------------------------------------------------
252       Beech Tree Office     The Mortgagor may transfer its direct or
          Centre                indirect ownership interests to incur and to
                                secure mezzanine indebtedness provided that no
                                direct equity interest in the Mortgagor held by
                                such holder controlling the Mortgagor's equity
                                interest is not transferred; and further
                                provided that: (i) the mezzanine loan is made
                                by an institutional lender acceptable to the
                                Mortgagee and (ii) the Mortgagee receives a
                                rating agency confirmation.
--------------------------------------------------------------------------------
217       Cleveland & Innis     The Mortgagor has a one-time right to pledge
          Plaza                 its direct or indirect ownership interests to
                                secure mezzanine debt for an amount no greater
                                than $300,000, subject to satisfaction of
                                certain conditions including, but not limited
                                to, the following: (i) a minimum DSCR of 1.15x
                                on the combined indebtedness; (ii) a maximum
                                LTV of 85% on the aggregate indebtedness; (iii)
                                an intercreditor and standstill agreement is
                                entered into acceptable to Mortgagee in its
                                sole discretion and each rating agency; (iv)
                                the mezzanine loan is made by an institutional
                                lender as specified in the related Mortgage
                                Loan documents; and (v) the terms, conditions,
                                structure and documents are acceptable to
                                Mortgagee and the rating agencies in their sole
                                discretion.
--------------------------------------------------------------------------------

Representation 35

--------------------------------------------------------------------------------
Loan
Number    Loan Name             Description of Exception
--------------------------------------------------------------------------------
4         Corporate Woods       Same Exception as Rep. 12
          Portfolio
--------------------------------------------------------------------------------
5         Americold Portfolio   Same Exception as Rep. 12
--------------------------------------------------------------------------------

Representation 42

Loan
Number    Loan Name             Description of Exception
--------------------------------------------------------------------------------
4         Corporate Woods       If Mortgagor's all risk insurance policy
          Portfolio             (including business income) excludes acts of
                                terrorism or similar acts of sabotage,
                                Mortgagor shall be required to obtain and
                                maintain insurance (as stand alone coverage)
                                for loss or damage incurred as a result of such
                                acts in an amount equal to the lesser of (A)
                                the outstanding principal balance of the Loan
                                or (B) the amount of coverage that can be
                                obtained for a premium payment equal to 150% of
                                the cost of a stand alone terrorism policy as
                                of the Closing Date, as adjusted annually by a
                                percentage equal to the increase in the
                                Consumer Price Index.
--------------------------------------------------------------------------------
5         Americold Portfolio   The Mortgagee may request that the Mortgagor
                                obtain terrorism insurance coverage subject to
                                the following limitations: (A) during any
                                period where TRIA is in effect, and the
                                Mortgagor's all risk insurance policy
                                (including business income) excludes "acts of
                                terrorism" or other similar acts or events from
                                its all risk policy, an endorsement for such
                                risk will be required, in an amount equal to
                                the amount required to be delivered as
                                defeasance collateral on applicable the
                                Mortgaged Property having the highest
                                then-outstanding allocated loan amount as
                                specified in the related Mortgage Loan
                                documents, provided such Mortgaged Property has
                                not yet been defeased; or  (B) during any
                                period TRIA is not in effect, or the
                                endorsements referred to in (A) above are not
                                available, if "acts of terrorism" or other
                                similar acts or events are excluded from the
                                Mortgagor's all risk insurance policy or
                                business income coverage, the Mortgagor will be
                                required to obtain an endorsement to such
                                policy or procure a separate policy insuring
                                against all such excluded acts of events of
                                terrorism, to the extent such endorsement or
                                policy is available, in an amount determined by
                                the Mortgagee in its reasonable discretion (but
                                in no event greater than the amount required to
                                be delivered as defeasance collateral on the
                                Mortgaged Property having the highest
                                then-outstanding allocated loan amount, plus
                                required business income coverage); provided,
                                however, the Mortgagor will not be required to
                                pay an annual premium for such insurance in
                                excess of $129,300. As such, in limited
                                circumstances referred to in (A) or (B) above,
                                the Mortgagee may be prohibited from requesting
                                that the Mortgagor obtain insurance coverage
                                even where coverage may be available at
                                commercially reasonable rates.

<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-3S, 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]

<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:

                                      None.