EXHIBIT 10.3
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                     GS MORTGAGE SECURITIES CORPORATION II,

                                   PURCHASER,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,

                                     SELLER

                        MORTGAGE LOAN PURCHASE AGREEMENT

                            Dated as of July 1, 2007

                                Series 2007-GG10




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            This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of July 1, 2007, is between GS Mortgage Securities Corporation II, a Delaware
corporation, as purchaser (the "Purchaser"), and Wachovia Bank, National
Association, a national banking association, 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 July 1, 2007 (the "Pooling and Servicing Agreement"), among the Purchaser,
as depositor, Wachovia Bank, National Association, as master servicer (the
"Master Servicer"), CWCapital Asset Management LLC, as special servicer (the
"Special Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"),
pursuant to which the Purchaser will transfer the mortgage loan identified on
Exhibit A (the "Mortgage Loan Schedule") as 119 West 40th Street (the "Joint
Loan") and certain other commercial mortgage loans to a trust fund (the "Trust
Fund") and the Trust Fund will issue certificates representing ownership
interests in such mortgage loans. The Purchaser will sell the Class A-1, Class
A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class
B, Class C, Class D, Class E and Class F Certificates (the "Offered
Certificates") to the underwriters (the "Underwriters") specified in the
Underwriting Agreement, dated as of June 21, 2007 (the "Underwriting
Agreement"), between the Purchaser and the Underwriters, and the Purchaser will
sell the Class X, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class Q, Class S, Class R and Class LR Certificates (the
"Private Certificates") to the initial purchasers (the "Initial Purchasers")
specified in the Certificate Purchase Agreement, dated as of June 21, 2007 (the
"Certificate Purchase Agreement"), between the Purchaser and Initial Purchasers.

            The Seller desires to sell a 50% pari passu interest in the Joint
Loan to the Purchaser under this Agreement. The Seller's 50% interest in the
Joint Loan is evidenced by a separate promissory note (the "Seller Note") in the
principal balance as of the Cut-Off Date of $80,000,000. Greenwich Capital
Financial Products, Inc. (the "Other Seller") will sell a 50% pari passu
interest in the Joint Loan to the Purchaser pursuant to a Mortgage Loan Purchase
Agreement, dated as of the date hereof (the "Other Mortgage Loan Purchase
Agreement"). For purposes of this Agreement, the Seller's 50% pari passu
interest in the Joint Loan that is being sold to the Purchaser under this
Agreement is referred to herein as the "Mortgage Loan"; provided that for
purposes of Exhibit B to this Agreement, the term "Mortgage Loan" shall refer to
the Joint Loan. The Other Seller's 50% pari passu interest in the Joint Loan
that is being sold to the Purchaser under the Other Mortgage Loan Purchase
Agreement is referred to herein as the "Other Seller Interest."

            The Purchaser and the Seller wish to prescribe the manner of sale of
the Mortgage Loan 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. The Seller does hereby sell, transfer, assign, set over and convey to the
Purchaser the Mortgage Loan including all interest and principal received on or
with respect to the Mortgage Loan after the Cut-off Date (other than payments of
principal and interest first due on the Mortgage Loan on or before the Cut-off
Date). Upon the sale of the Mortgage Loan, the ownership of the related Note,
the Seller's interest in the related 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 Mortgage Loan prepared by or which come into the possession of the Seller
shall immediately vest in the Purchaser and immediately thereafter the Trustee.
between the Purchaser and Initial Purchasers.

            The sale and conveyance of the Mortgage Loan is being conducted on
an arms-length basis and upon commercially reasonable terms. As the purchase
price for the Mortgage Loan, the Purchaser shall pay to the Seller or at the
Seller's direction $79,426,925.91 (excluding accrued interest and certain
post-settlement adjustment for expenses incurred by the Underwriters on behalf
of the Depositor). The purchase and sale of the Mortgage Loan 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 Loan to the Purchaser,
record title to the related Mortgage and the related Note shall be transferred
to the Trustee in accordance with this Agreement. Any funds due after the
Cut-off Date in connection with the Mortgage Loan received by the Seller shall
be held in trust for the benefit of the Trustee as the owner of the Mortgage
Loan and shall be transferred promptly to the Trustee. All scheduled payments of
principal and interest due on or before the Cut-off Date but collected after the
Cut-off Date, and recoveries of principal and interest collected on or before
the Cut-off Date (only in respect of principal and interest on the Mortgage Loan
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 the Mortgage Loan shall be reflected on the Seller's
balance sheets and other financial statements as a sale of the Mortgage Loan by
the Seller to the Purchaser. The Seller intends to treat the transfer of the
Mortgage Loan to the Purchaser as a sale for tax purposes.

            The transfer of the Mortgage Loan shall be reflected on the
Purchaser's balance sheets and other financial statements as the purchase of the
Mortgage Loan by the Purchaser from the Seller. The Purchaser intends to treat
the transfer of the Mortgage Loan from the Seller as a purchase for tax
purposes. The Purchaser shall be responsible for maintaining, and shall
maintain, a set of records for the Mortgage Loan which shall be clearly marked
to reflect the transfer of ownership of the Mortgage Loan by the Seller to the
Purchaser pursuant to this Agreement.

            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 Loan contemplated herein, to deliver
or cause to be delivered to the Trustee or a Custodian appointed thereby on the
dates set forth in Section 2.01 of the Pooling and Servicing Agreement, all
documents, instruments and agreements required to be delivered by the Purchaser
to the Trustee with respect to the Mortgage Loan under Section 2.01 of the
Pooling and Servicing Agreement, and meeting all the requirements of such
Section 2.01, provided that the Seller shall not be required to deliver any
draft documents, privileged communications, credit underwriting, due diligence
analyses or data or internal worksheets, memoranda, communications or
evaluations.

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

            (c) Notwithstanding anything to the contrary in this Agreement, with
respect to the Joint Loan, the delivery of the required documents by the Seller
or the related Other Seller shall satisfy the delivery requirements of the
Seller under this Section 3 except with respect to the Seller Note.

            SECTION 4 Treatment as a Security Agreement. Pursuant to Section 1
hereof, the Seller has conveyed to the Purchaser all of its right, title and
interest in and to the Mortgage Loan. The parties intend that such conveyance of
the Seller's right, title and interest in and to the Mortgage Loan 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 Loan, all
payments of principal or interest on the Mortgage Loan due after the Cut-off
Date, all other payments made in respect of the Mortgage Loan after the Cut-off
Date (other than scheduled payments of principal and interest 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 assignments of the
Mortgage Loan, assignments of assignment of leases, rents and profits and the
assignments of Mortgage and each related UCC-2 and UCC-3 financing statement
referred to in the definition of Mortgage File from the Seller to the Trustee in
connection with the Pooling and Servicing Agreement. The Seller shall pay all
out of pocket costs and expenses relating to the recordation or filing of such
assignments, assignments of Mortgage and financing statements with respect to
the Mortgage Loan (which shall be its pro rata share of all out of pocket costs
and expenses relating to the recordation or filing of such assignments,
assignments of Mortgage and financing statements with respect to the Joint
Loan). If any such document or instrument is lost or returned unrecorded or
unfilled, as the case may be, because of a defect therein, then the Seller shall
prepare a substitute therefor or cure such defect of cause such to be done, as
the case may be, and the Seller shall deliver such substitute or corrected
document or instrument to the Trustee (or, if the Mortgage Loan is then no
longer subject to the Pooling and Servicing Agreement, the then holder of the
Mortgage Loan)(it being understood that the delivery of such substitute or
corrected documents by the Seller or the Other Seller shall satisfy the delivery
requirements of the Seller hereunder except with respect to the Seller Note).

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

            (c) The Seller shall provide the Master Servicer the initial data
with respect to the Mortgage Loan for the CMSA Financial File and the CMSA Loan
Periodic Update File that are required to be prepared by the Master Servicer
pursuant to the Pooling and Servicing Agreement and the Supplemental Servicer
Schedule (it being understood that the delivery of such data by the Seller or
the Other Seller shall satisfy the delivery requirements of the Seller
hereunder).

            (d) If during the period of time that the Underwriters are required,
under applicable law, to deliver a prospectus related to the Offered
Certificates in connection with sales of the Offered Certificates by an
Underwriter or a dealer and the Seller has obtained actual knowledge of
undisclosed or corrected information related to an event that occurred prior to
the Closing Date, which event causes the Seller Information previously provided
to be incorrect or untrue, and which directly results in a material misstatement
or omission in the Prospectus Supplement, including Annex A, Annex B, Annex C-1,
Annex C-2 or Annex D thereto and the CD-ROM and the Diskette included therewith
(collectively, the "Public Offering Documents"), and as a result the
Underwriters' legal counsel has determined that it is necessary to amend or
supplement the Public Offering Documents in order to make the statements
therein, in the light of the circumstances when the Prospectus is delivered to a
purchaser, not misleading, or to make the Public Offering Documents in
compliance with applicable law, the Seller shall (to the extent that such
amendment or supplement solely relates to the Seller Information at the expense
of the Seller, do all things reasonably necessary to assist the Depositor to
prepare and furnish to the Underwriters, such amendments or supplements to the
Public Offering Documents as may be necessary so that the statements in the
Public Offering Documents, as so amended or supplemented, will not, in the light
of the circumstances when the Prospectus is delivered to a purchaser, be
misleading and will comply with applicable law. (All terms under this clause (d)
and not otherwise defined in this Agreement shall have the meanings set forth in
the Indemnification Agreement, dated June 21, 2007, between the Seller and the
Purchaser (the "Indemnification Agreement" and, together with this Agreement,
the "Operative Documents")).

            (e) For so long as the Trust Fund is subject to the reporting
requirements of the Exchange Act, the Seller shall provide the Purchaser and the
Paying Agent with any Additional Form 10-D Disclosure and any Additional Form
10-K Disclosure set forth next the Seller's name on Exhibit U and Exhibit V 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
date hereof and as of the Closing Date that:

            (i) The Seller is a national banking association, duly organized,
      validly existing and in good standing under the laws of the United States
      with full power and authority to own its assets and conduct its business,
      is duly qualified as a foreign organization in good standing in all
      jurisdictions to the extent such qualification is necessary to hold and
      sell the Mortgage Loan or otherwise comply with its obligations under this
      Agreement except where the failure to be so qualified would not have a
      material adverse effect on its ability to perform its obligations
      hereunder, and the Seller has taken all necessary action to authorize the
      execution, delivery and performance under the Operative Documents and has
      duly executed and delivered this Agreement and the Indemnification
      Agreement, and has the power and authority to execute, deliver and perform
      under this Agreement and each other Operative Document and all the
      transactions contemplated hereby and thereby, including, but not limited
      to, the power and authority to sell, assign, transfer, set over and convey
      the Mortgage Loan in accordance with this Agreement;

            (ii) Assuming the due authorization, execution and delivery of each
      Operative Document by each party thereto other than the Seller, each
      Operative Document will constitute a legal, valid and binding obligation
      of the Seller, enforceable against the Seller in accordance with its
      terms, except as such enforcement may be limited by bankruptcy,
      insolvency, reorganization, moratorium or other similar laws affecting the
      enforcement of creditors' rights generally, and by general principles of
      equity (regardless of whether such enforceability is considered in a
      proceeding in equity or at law);

            (iii) The execution and delivery of each Operative Document by the
      Seller and the performance of its obligations hereunder and thereunder
      will not conflict with any provision of any law or regulation to which the
      Seller is subject, or conflict with, result in a breach of, or constitute
      a default under, any of the terms, conditions or provisions of any of the
      Seller's organizational documents or any agreement or instrument to which
      the Seller is a party or by which it is bound, or any order or decree
      applicable to the Seller, or result in the creation or imposition of any
      lien on any of the Seller's assets or property, in each case which would
      materially and adversely affect the ability of the Seller to carry out the
      transactions contemplated by the Operative Documents;

            (iv) There is no action, suit, proceeding or investigation pending
      or, to the Seller's knowledge, threatened against the Seller in any court
      or by or before any other governmental agency or instrumentality which
      would materially and adversely affect the validity of the Mortgage Loan or
      the ability of the Seller to carry out the transactions contemplated by
      each Operative Document;

            (v) The Seller is not in default with respect to any order or decree
      of any court or any order, regulation or demand of any federal, state,
      municipal or governmental agency, which default might have consequences
      that, in Seller's good faith and reasonable judgment, is likely to
      materially and adversely affect the condition (financial or other) or
      operations of the Seller or its properties or might have consequences
      that, in Seller's good faith and reasonable judgment, is likely to
      materially and adversely affect its performance under any Operative
      Document;

            (vi) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Seller of, or compliance by the Seller with, each
      Operative Document or the consummation of the transactions contemplated
      hereby or thereby, other than those which have been obtained by the
      Seller;

            (vii) The transfer, assignment and conveyance of the Mortgage Loan
      by the Seller to the Purchaser is not subject to bulk transfer laws or any
      similar statutory provisions in effect in any applicable jurisdiction; and

            (viii) The Mortgage Loan was originated by a mortgagee approved by
      the Secretary of Housing and Urban Development pursuant to Sections 203
      and 211 of the Act, a savings and loan association, a savings bank, a
      commercial bank, credit union, insurance company or other similar
      institution which is supervised and examined by a federal or state
      authority.

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

            (i) The Purchaser is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Delaware, with full
      corporate power and authority to own its assets and conduct its business,
      is duly qualified as a foreign corporation in good standing in all
      jurisdictions in which the 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
      ability of the Purchaser to perform its obligations hereunder, and the
      Purchaser has taken all necessary action to authorize the execution,
      delivery and performance of this Agreement by it, and has the power and
      authority to execute, deliver and perform this Agreement and all the
      transactions contemplated hereby;

            (ii) Assuming the due authorization, execution and delivery of this
      Agreement by the Seller, this Agreement will constitute a legal, valid and
      binding obligation of the Purchaser, enforceable against the Purchaser in
      accordance with its terms, except as such enforcement may be limited by
      bankruptcy, insolvency, reorganization, moratorium or other similar laws
      affecting the enforcement of creditors' rights generally, and by general
      principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at law);

            (iii) The execution and delivery of this Agreement by the Purchaser
      and the performance of its obligations hereunder will not conflict with
      any provision of any law or regulation to which the Purchaser is subject,
      or conflict with, result in a breach of, or constitute a default under,
      any of the terms, conditions or provisions of any of the Purchaser's
      organizational documents or any agreement or instrument to which the
      Purchaser is a party or by which it is bound, or any order or decree
      applicable to the Purchaser, or result in the creation or imposition of
      any lien on any of the Purchaser's assets or property, in each case which
      would materially and adversely affect the ability of the Purchaser to
      carry out the transactions contemplated by this Agreement;

            (iv) There is no action, suit, proceeding or investigation pending
      or, to the Purchaser's knowledge, threatened against the Purchaser in any
      court or by or before any other governmental agency or instrumentality
      which would materially and adversely affect the validity of this Agreement
      or any action taken in connection with the obligations of the Purchaser
      contemplated herein, or which would be likely to impair materially the
      ability of the Purchaser to perform under the terms of this Agreement;

            (v) The Purchaser 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 under any Operative Document;

            (vi) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Purchaser of or compliance by the Purchaser with this
      Agreement or the consummation of the transactions contemplated by this
      Agreement other than those that have been obtained by the Purchaser.

            (c) The Seller further makes the representations and warranties as
to the Joint Loan set forth in Exhibit B as of the Closing Date or other date
set forth in Exhibit B, which representations and warranties are subject to the
exceptions thereto set forth in Exhibit C.

            (d) Pursuant to the Pooling and Servicing Agreement, if any party
thereto discovers that any document constituting a part of a Mortgage File has
not been properly executed, is missing, contains information that does not
conform in any material respect with the corresponding information set forth in
the Mortgage Loan Schedule, or does not appear to be regular on its face (each,
a "Document Defect"), or discovers or receives notice of a breach of any
representation or warranty of the Seller made pursuant to Section 6(c) of this
Agreement with respect to the Mortgage Loan (a "Breach"), such party is required
to give prompt written notice thereof to the Seller.

            (e) If any such Document Defect or Breach with respect to the
Mortgage Loan materially and adversely affects the value of the Mortgage Loan or
the related Mortgaged Property or the interests of the Certificateholders
therein, then such Document Defect shall constitute a "Material Document Defect"
or such Breach shall constitute a "Material Breach," as the case may be.
Promptly upon becoming aware of any such Material Document Defect or Material
Breach (including through a written notice given by any party hereto, as
provided above), the Seller, not later than 90 days from the earlier of the
Seller's discovery or receipt of notice of such Material Document Defect or
Material Breach, as the case may be (or, in the case of a Material Document
Defect or Material Breach relating to the Mortgage Loan not being a "qualified
mortgage" within the meaning of the REMIC Provisions, not later than 90 days of
any party discovering such Material Document Defect or Material Breach provided
the Seller receives notice thereof in a timely manner), cure the same in all
material respects (which cure shall include payment of any Additional Trust Fund
Expenses associated therewith) or, if such Material Document Defect or Material
Breach, as the case may be, cannot be cured within such 90 day period,
repurchase the Mortgage Loan or any related REO Property at the applicable
Purchase Price by wire transfer of immediately available funds to the Collection
Account; provided, however, that if (i) such Material Document Defect or
Material Breach is capable of being cured but not within such 90 day period,
(ii) such Material Document Defect or Material Breach is not related to the
Mortgage Loan's not being a "qualified mortgage" within the meaning of the REMIC
Provisions and (iii) the Seller has commenced and is diligently proceeding with
the cure of such Material Document Defect or Material Breach within such 90 day
period, then the Seller shall have an additional 90 days to complete such cure
or, in the event of a failure to so cure, to complete such repurchase (it being
understood and agreed that, in connection with the Seller's receiving such
additional 90 day period, the Seller shall deliver an Officer's Certificate to
the Trustee setting forth the reasons such Material Document Defect or Material
Breach is not capable of being cured within the initial 90 day period and what
actions the Seller is pursuing in connection with the cure thereof and stating
that the Seller anticipates that such Material Document Defect or Material
Breach will be cured within such additional 90 day period); and provided,
further, that, if any such Material Document Defect is still not cured after the
initial 90 day period and any such additional 90 day period solely due to the
failure of the Seller to have received the recorded document, then the Seller
shall be entitled to continue to defer its cure and repurchase obligations in
respect of such Document Defect so long as the Seller certifies to the Trustee
every 30 days thereafter that the Document Defect is still in effect solely
because of its failure to have received the recorded document and that the
Seller is diligently pursuing the cure of such defect (specifying the actions
being taken), except that no such deferral of cure or repurchase may continue
beyond the second anniversary of the Closing Date. Subject to Section 3.32 of
the Pooling and Servicing Agreement, such repurchase of the Mortgage Loan shall
be on a servicing released basis. The Seller shall have no obligation to monitor
the Mortgage Loan regarding the existence of a breach or a document defect, but
if the Seller discovers a Material Breach or Material Document Defect with
respect to the Mortgage Loan, it will notify the Purchaser.

            (f) In connection with any repurchase of the Mortgage Loan pursuant
to this Section 6, the Pooling and Servicing Agreement shall provide that,
subject to Section 3.26 of the Pooling and Servicing Agreement, the Trustee, the
Custodian, the Master Servicer and the Special Servicer shall each tender to the
repurchasing entity, upon delivery to each of them of a receipt executed by the
repurchasing entity, all portions of the Mortgage File and other documents
pertaining to the Mortgage Loan possessed by it, and each document that
constitutes a part of the Mortgage File shall be endorsed or assigned to the
extent necessary or appropriate to the repurchasing entity or its designee in
the same manner, but only if the respective documents have been previously
assigned or endorsed to the Trustee, and pursuant to appropriate forms of
assignment, substantially similar to the manner and forms pursuant to which such
documents were previously assigned to the Trustee; provided that such tender by
the Trustee shall be conditioned upon its receipt from the Master Servicer of a
Request for Release and an Officer's Certificate to the effect that the
requirements for repurchase have been satisfied; provided further that in the
event that the Mortgage Loan is repurchased by the Seller pursuant to this
Section 6 but the Other Seller Interest is not repurchased by the Other Seller
pursuant to the Other Mortgage Loan Purchase Agreement, the Seller and the
Purchaser hereby agree that the provisions in Section 3.32 of the Pooling and
Servicing Agreement shall govern the servicing and administration of the Joint
Loan and the rights and obligations of the Seller and the Purchaser with respect
to the Joint Loan.

            (g) 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 related Note or Assignment of
Mortgage or the examination of the Mortgage File.

            (h) Each party hereby agrees to promptly notify the other party of
any breach of a representation or warranty contained in Section 6(c). The
Seller's obligation to cure any breach or repurchase or substitute the Mortgage
Loan pursuant to this Section 6 shall constitute the sole remedy available to
the Purchaser in connection with a breach of any of the Seller's representations
or warranties contained in this Section 6(c); 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 Review of Mortgage File. The Purchaser shall require the
Trustee or the Custodian pursuant to the Pooling and Servicing Agreement to
review the Mortgage File pursuant to Section 2.02 of the Pooling and Servicing
Agreement and if it finds any document or documents not to have been properly
executed, or to be missing or to be defective on its face in any material
respect, to notify the Purchaser, which shall promptly notify the Seller.

            SECTION 8 Conditions to Closing. The obligation of the Seller to
sell the Mortgage Loan shall be subject to the Seller having received the
purchase price for the Mortgage Loan as contemplated by Section 1. The
obligations of the Purchaser to purchase the Mortgage Loan 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 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.

            The Pooling and Servicing Agreement (to the extent it affects the
obligations of the Seller hereunder), in such form as is agreed upon and
acceptable to the Purchaser, the Seller, the Underwriters and their respective
counsel in their reasonable discretion, shall be duly executed and delivered by
all signatories as required pursuant to the terms thereof.

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

            (i) copies of the Seller's Articles of Association, charter, by-laws
      or other organizational documents and all amendments, revisions,
      restatements and supplements thereof, certified as of a recent date by the
      Secretary of the Seller;

            (ii) a certificate as of a recent date of the Comptroller of the
      Currency to the effect that the Seller is duly organized, existing and in
      good standing under the laws of the United States; and

            (iii) an opinion of counsel of the Seller, subject to customary
      exceptions and carve-outs, in form substantially similar to the opinions
      set forth in Exhibit E, acceptable to the Underwriters and each Rating
      Agency.

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

            SECTION 10 Expenses. The Seller will pay its pro rata share (the
Seller's pro rata portion to be determined according to the percentage that the
aggregate principal balance as of the Cut-off Date of the Mortgage Loan
represents as to the aggregate principal balance as of the Cut-off Date of all
the mortgage loans to be included in the Trust Fund) of all costs and expenses
of the Purchaser in connection with the transactions contemplated herein,
including, but not limited to: (i) the costs and expenses of the Purchaser in
connection with the purchase of the Mortgage Loan; (ii) the costs and expenses
of reproducing and delivering the Pooling and Servicing Agreement and this
Agreement and printing (or otherwise reproducing,) and delivering the
Certificates; (iii) the reasonable and documented fees, costs and expenses of
the Trustee and its counsel; (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 Loan and the
Certificates included in the Prospectus, the Offering Circular (as defined in
the Indemnification Agreement) and any related 8-K Information (as defined in
the Underwriting Agreement), 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 and
Prospectus and the reproducing and delivery of this Agreement and the furnishing
to the Underwriters of such copies of the Registration Statement, Prospectus and
this Agreement as the Underwriters may reasonably request; (viii) the fees of
the rating agency or agencies requested to rate the Certificates; and (ix) the
reasonable fees and expenses of Cadwalader, Wickersham & Taft LLP, counsel to
the Purchaser and the Underwriters.

            SECTION 11 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 12 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 13 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 14.

            SECTION 14 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. The Seller hereby acknowledges its obligations pursuant to
Sections 2.01, 2.02, 2.03 and 3.32 of the Pooling and Servicing Agreement. This
Agreement shall bind and inure to the benefit of and be enforceable by the
Seller, the Purchaser and their permitted successors and assigns. The warranties
and representations and the agreements made by the Seller herein shall survive
delivery of the Mortgage Loan to the Trustee until the termination of the
Pooling and Servicing Agreement.

            SECTION 15 Notices. All communications hereunder shall be in writing
and effective only upon receipt and (i) if sent to the Purchaser, will be
mailed, hand delivered, couriered or sent by facsimile transmission to it at 85
Broad Street, New York, New York 10004, to the attention of Emily Brooks
Garriott, fax number: (212) 346-3594, with a copy to Sang Kim, fax number: (212)
256-5833, (ii) if sent to the Seller, will be mailed, hand delivered, couriered
or sent by facsimile transmission and confirmed to it at Wachovia Bank, National
Association, 301 S. College Street NC0166, Charlotte, North Carolina 28288, to
the attention of CREF Head of CMBS Securitization, fax number: (704) 715-0066,
with a copy to: Dewey Ballantine LLP, 214 North Tryon Street, Suite 2400,
Charlotte, NC 28202, Attention: W. Todd Stillerman, Esq., fax number: (704)
347-7333 and (iii) in the case of any of the preceding parties, such other
address as may hereafter be furnished to the other party in writing by such
parties.

            SECTION 16 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. 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 or rights of the Seller whatsoever shall be effective
against the Seller unless the Seller shall have agreed to such amendment in
writing.

            SECTION 17 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 18 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. The rights and remedies
herein expressly provided are cumulative and not exclusive of any rights or
remedies which any party would otherwise have pursuant to law or equity. No
notice to or demand on any party in any case shall entitle such party to any
other or further notice or demand in similar or other circumstances, or
constitute a waiver of the right of either party to any other or further action
in any circumstances without notice or demand.

            SECTION 19 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 20 Miscellaneous. This Agreement supersedes all prior
agreements and understandings relating to the subject matter hereof. Neither
this Agreement nor any term hereof may be waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against whom
enforcement of the waiver, discharge or termination is sought.

            SECTION 21 Further Assurances. The Seller and Purchaser each agree
to execute and deliver such instruments and take such further actions as any
party hereto may, from time to time, reasonably request in order to effectuate
the purposes and carry out the terms of this Agreement.

                                   * * * * * *

<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.

                                       GS MORTGAGE SECURITIES CORPORATION II


                                       By:   /s/ Leo Huang
                                          --------------------------------------
                                          Name:  Leo Huang
                                          Title: CFO


                                       WACHOVIA BANK, NATIONAL ASSOCIATION


                                       By:   /s/ H. Royer Culp Jr.
                                          --------------------------------------
                                          Name:  H. Royer Culp Jr.
                                          Title: Vice President

<PAGE>

                                    EXHIBIT A

                             MORTGAGE LOAN SCHEDULE

2007-GG10 Wachovia Mortgage Loan Schedule

<TABLE>
<CAPTION>
Control               Loan      Loan
Number    Footnotes   Number    Group     Property Name          Address                City       State
-------   ---------   -------   -------   --------------------   --------------------   --------   --------
<S>       <C>         <C>       <C>       <C>                    <C>                    <C>        <C>
11                6   07-0056   Group 1   119 West 40th Street   119 West 40th Street   New York   New York

<CAPTION>
                                    Monthly       Gross      Remaining                         Remaining
Control              Cut-Off Date   Debt          Interest   Term To                           Amortization Term
Number    Zip Code   Balance ($)    Service ($)   Rate (%)   Maturity (Mos.)   Maturity Date   (Mos.)
-------   --------   ------------   -----------   --------   ---------------   -------------   -----------------
<S>       <C>        <C>            <C>           <C>        <C>               <C>             <C>
11           10018    160,000,000    837,191.11    6.17600%              117        4/6/2017                   0

<CAPTION>
          Interest
Control   Accrual      Subservicing   Servicing      Administrative   Ground      Mortgage
Number    Method       Fee Rate (%)   Fee Rate (%)   Fee Rate (%)     Lease Y/N   Loan Seller
-------   ----------   ------------   ------------   --------------   ---------   --------------
<S>       <C>          <C>            <C>            <C>              <C>         <C>
11        Actual/360                        0.2000%         0.02025%  No          GCFP/ Wachovia

<CAPTION>
                                          Crossed With                                         Companion Loan
Control                                   Other Loans       Companion Loan   Companion Loan    Monthly
Number    Prepayment Provision (1)        (Crossed Group)   Flag             Cut-off Balance   Payment
-------   -----------------------------   ---------------   --------------   ---------------   --------------
<S>       <C>                             <C>               <C>              <C>               <C>
11        Lockout/27_Defeasance/90_0%/3

<CAPTION>
                           Companion Loan    Companion Loan
                           Remaining         Remaining           Companion Loan   Subordinate      Subordinate
Control   Companion Loan   Term To           Amortization Term   Servicing        Companion Loan   Companion Loan
Number    Interest Rate    Maturity (Mos.)   (Mos.)              Fees             Flag             Cut-off Balance
-------   --------------   ---------------   -----------------   --------------   --------------   ---------------
<S>       <C>              <C>               <C>                 <C>              <C>              <C>
11

<CAPTION>
                                             Subordinate         Subordinate Companion   Subordinate
          Subordinate       Subordinate      Companion Loan      Loan Remaining          Companion Loan
Control   Companion Loan    Companion Loan   Remaining Term To   Amortization Term       Servicing
Number    Monthly Payment   Interest Rate    Maturity (Mos.)     (Mos.)                  Fees
-------   ---------------   --------------   -----------------   ---------------------   --------------
<S>       <C>               <C>              <C>                 <C>                     <C>
11
</TABLE>

1     The Open Period is inclusive of the Maturity Date.

6     The Cut-Off Date LTV was calculated using the March 2009 expected
      "as-stabilized" value of $202,000,000. The Cut-Off Date LTV based on the
      "as-is" value of $175 million and $30.543 million of reserves is 74.0%.

<PAGE>

                                    EXHIBIT B

                  MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

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

(2)   Legal Compliance - Origination. The origination practices of the Seller
      have been, in all material respects, legal and as of the date of its
      origination, the Mortgage Loan complied in all material respects with, or
      was exempt from, all requirements of federal, state or local law relating
      to the origination of the Mortgage Loan; provided that such representation
      and warranty does not address or otherwise cover any matters with respect
      to federal, state or local law otherwise covered in this Exhibit B.

(3)   Good Title; Conveyance. Immediately prior to the sale, transfer and
      assignment to the Purchaser, the Seller had good and marketable title to,
      and was the sole owner of, the Mortgage Loan, and the Seller is
      transferring the Mortgage Loan free and clear of any and all liens,
      pledges, charges or security interests of any nature encumbering the
      Mortgage Loan. Upon consummation of the transactions contemplated by the
      Mortgage Loan Purchase Agreement, the Seller will have validly and
      effectively conveyed to the Purchaser all legal and beneficial interest in
      and to such portion of the Mortgage Loan free and clear of any pledge,
      lien or security interest.

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

(5)   Legal, Valid and Binding Obligation; Assignment of Leases. The related
      Mortgage Note, Mortgage, Assignment of Leases (if contained in a document
      separate from the Mortgage) and other agreement that evidences or secures
      the Mortgage Loan and was executed in connection with the Mortgage Loan by
      or on behalf of the related Mortgagor is the legal, valid and binding
      obligation of the related Mortgagor (subject to any non-recourse
      provisions therein and any state anti-deficiency or market value limit
      deficiency legislation), enforceable in accordance with its terms, except
      (i) that certain provisions contained in the Mortgage Loan documents are
      or may be unenforceable in whole or in part under applicable state or
      federal laws, but neither the application of any such laws to any such
      provision nor the inclusion of any such provisions renders any of the
      Mortgage Loan documents invalid as a whole and the Mortgage Loan documents
      taken as a whole are enforceable to the extent necessary and customary for
      the practical realization of the rights and benefits afforded thereby and
      (ii) as such enforcement may be limited by bankruptcy, insolvency,
      receivership, reorganization, moratorium, redemption, liquidation or other
      laws affecting the enforcement of creditors' rights generally, or by
      general principles of equity (regardless of whether such enforcement is
      considered in a proceeding in equity or at law). The Assignment of Leases
      (as set forth in the Mortgage or in a document separate from the related
      Mortgage and related to and delivered in connection with the Mortgage
      Loan) establishes and creates a valid and enforceable first priority
      assignment of, or a valid first priority security interest in, the related
      Mortgagor's right to receive payments due under all leases, subleases,
      licenses or other agreements pursuant to which any Person is entitled to
      occupy, use or possess all or any portion of the Mortgaged Property,
      subject to any license granted to the related Mortgagor to exercise
      certain rights and to perform certain obligations of the lessor under such
      leases, and subject to the limitations set forth above. The related
      Mortgage Note, Mortgage and Assignment of Leases (if contained in a
      document separate from the Mortgage) contain no provision limiting the
      right or ability of the Seller to assign, transfer and convey the Mortgage
      Loan to any other Person.

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

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

(8)   Mortgage Lien. The related Mortgage is a valid and enforceable first lien
      on the related Mortgaged Property (and/or Ground Lease, if applicable),
      subject to the limitations set forth in paragraph (5) and the following
      title exceptions (each such title exception, a "Title Exception", and
      collectively, the "Title Exceptions"): (a) the lien of current real
      property taxes, ground rents, water charges, sewer rents and assessments
      not yet due and payable, (b) covenants, conditions and restrictions,
      rights of way, easements and other matters of public record, (c) the
      exceptions (general and specific) and exclusions set forth in the
      applicable Title Policy (described in paragraph (12) below) or appearing
      of record, (d) other matters to which like properties are commonly subject
      and (e) the right of tenants (whether under ground leases, space leases or
      operating leases) pertaining to the related Mortgaged Property and
      condominium declarations, none of which exceptions described in clauses
      (a) - (e) above, individually or in the aggregate, materially and
      adversely interferes with (1) the current use of the Mortgaged Property,
      (2) the security intended to be provided by such Mortgage, (3) the
      Mortgagor's ability to pay its obligations under the Mortgage Loan when
      they become due or (4) the value of the Mortgaged Property. The Mortgaged
      Property is free and clear of any mechanics' or other similar liens or
      claims which are prior to or equal with the lien of the related Mortgage,
      except those which are insured against by a lender's title insurance
      policy. To the Seller's actual knowledge no rights are outstanding that
      under applicable law could give rise to any such lien that would be prior
      or equal to the lien of the related Mortgage, unless such lien is bonded
      over, escrowed for or covered by insurance.

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

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

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

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

(13)  Insurance. As of the Mortgage Loan origination date, and to the actual
      knowledge of the Seller, as of the Cut-off Date, all insurance coverage
      required under the Mortgage Loan documents was in full force and effect.
      The Mortgage Loan requires insurance in such amounts and covering such
      risks as were customarily acceptable to prudent commercial and multifamily
      mortgage lending institutions lending on the security of property
      comparable to the related Mortgaged Property in the jurisdiction in which
      such Mortgaged Property is located, including requirements for (a) a fire
      and extended perils insurance policy, in an amount (subject to a customary
      deductible) at least equal to the lesser of (i) the replacement cost of
      improvements located on such Mortgaged Property, or (ii) the initial
      principal balance of the Mortgage Loan, and in any event, the amount
      necessary to prevent operation of any co-insurance provisions, (b) except
      if such Mortgaged Property is operated as a mobile home park, business
      interruption or rental loss insurance, in an amount at least equal to 12
      months of operations of the related Mortgaged Property (or in the case of
      a Mortgaged Property without any elevator, 6 months), (c) comprehensive
      general liability insurance against claims for personal and bodily injury,
      death or property damage occurring on, in or about the related Mortgaged
      Property, in an amount customarily required by prudent institutional
      lenders and (d) if the Mortgage Loan is secured by a Mortgaged Property
      (other than a manufactured housing property) located in "seismic zones" 3
      or 4 in California, Nevada, Idaho, Oregon, Washington or Arkansas, a
      seismic assessment by an independent third party provider was conducted
      and if the seismic assessment (based on a 450-year lookback with a 10%
      probability of exceedance in a 50-year period) revealed a probable maximum
      loss equal to 20% or higher, earthquake insurance. To the actual knowledge
      of the Seller, as of the Cut-off Date, all premiums due and payable
      through the Closing Date have been paid and no notice of termination or
      cancellation with respect to any such insurance policy has been received
      by the Seller. Except for certain amounts not greater than amounts which
      would be considered prudent by an institutional commercial mortgage lender
      with respect to a similar mortgage loan and which are set forth in the
      related Mortgage, the Mortgage Loan documents require that any insurance
      proceeds in respect of a casualty loss, will be applied either (i) to the
      repair or restoration of all or part of the related Mortgaged Property or
      (ii) the reduction of the outstanding principal balance of the Mortgage
      Loan, subject in either case to requirements with respect to leases at the
      related Mortgaged Property and to other exceptions customarily provided
      for by prudent institutional lenders for similar loans. The insurance
      policies each contain a standard mortgagee clause naming the Seller and
      its successors and assigns as loss payee or additional insured, as
      applicable, and each insurance policy provides that they are not
      terminable without 30 days prior written notice to the mortgagee (or, with
      respect to non-payment, 10 days prior written notice to the mortgagee) or
      such lesser period as prescribed by applicable law. The loan documents for
      the Mortgage Loan (a) require that the Mortgagor maintain insurance as
      described above or permit the mortgagee to require that the Mortgagor
      maintain insurance as described above, and (b) permit the mortgagee to
      purchase such insurance at the Mortgagor's expense if the Mortgagor fails
      to do so. The insurer with respect to each policy is qualified to write
      insurance in the relevant jurisdiction to the extent required.

(14)  No Material Default. Other than payments due but not yet 30 days or more
      delinquent, (i) there is no material default, breach, violation or event
      of acceleration existing under the related Mortgage or the related
      Mortgage Note, and (ii) to the Seller's actual knowledge, there is no
      event (other than payments due but not yet delinquent) which, with the
      passage of time or with notice and the expiration of any grace or cure
      period, would constitute a material default, breach, violation or event of
      acceleration, provided, however, that this representation and warranty
      does not address or otherwise cover any default, breach, violation or
      event of acceleration (A) that specifically pertains to any matter
      otherwise covered in this Exhibit B (including any schedule or exhibit
      hereto), or (B) with respect to which: (1) the Seller has no actual
      knowledge and (2) written notice of the discovery thereof is not delivered
      to the Seller by the Trustee or the Master Servicer on or prior to the
      date occurring twelve (12) months after the Closing Date. The Seller has
      not waived any material default, breach, violation or event of
      acceleration under such Mortgage or Mortgage Note, unless a written waiver
      to that effect is contained in the related Mortgage File being delivered
      pursuant to the Pooling and Servicing Agreement, and pursuant to the terms
      of the related Mortgage or the related Mortgage Note and other documents
      in the related Mortgage File, no Person or party other than the holder of
      such Mortgage Note may declare any event of default or accelerate the
      related indebtedness under either of such Mortgage or Mortgage Note.

(15)  Payment Record. As of the Closing Date, the Mortgage Loan is not, and in
      the prior 12 months (or since the date of origination if the Mortgage Loan
      has been originated within the past 12 months), has not been, 30 days or
      more past due in respect of any Scheduled Payment.

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

(17)  Reserved.

(18)  Qualified Mortgage. The Mortgage Loan constitutes a "qualified mortgage"
      within the meaning of Section 860G(a)(3) of the Code (but without regard
      to Treasury Regulations Sections 1.860G-2(f)(2) or 1.860G 2(a)(3) that
      treats a defective obligation as a qualified mortgage, or any
      substantially similar successor provision). The Mortgage Loan is directly
      secured by a Mortgage on a commercial property or a multifamily
      residential property, and either (1) substantially all of the proceeds of
      the Mortgage Loan were used to acquire, improve or protect the portion of
      such commercial or multifamily residential property that consists of an
      interest in real property (within the meaning of Treasury Regulations
      Sections 1.856-3(c) and 1.856-3(d)) and such interest in real property was
      the only security for the Mortgage Loan as of the Testing Date (as defined
      below), or (2) the fair market value of the interest in real property
      which secures the Mortgage Loan was at least equal to 80% of the principal
      amount of the Mortgage Loan (a) as of the Testing Date, or (b) as of the
      Closing Date. For purposes of the previous sentence, (1) the fair market
      value of the referenced interest in real property shall first be reduced
      by (a) the amount of any lien on such interest in real property that is
      senior to the Mortgage Loan, and (b) a proportionate amount of any lien on
      such interest in real property that is on a parity with the Mortgage Loan,
      and (2) the "Testing Date" shall be the date on which the Mortgage Loan
      was originated unless (a) the Mortgage Loan was modified after the date of
      its origination in a manner that would cause a "significant modification"
      of the Mortgage Loan within the meaning of Treasury Regulations Section
      1.1001-3(b), and (b) such "significant modification" did not occur at a
      time when the Mortgage Loan was in default or when default with respect to
      the Mortgage Loan was reasonably foreseeable. However, if the referenced
      Mortgage Loan has been subjected to a "significant modification" after the
      date of its origination and at a time when the Mortgage Loan was not in
      default or when default with respect to the Mortgage Loan was not
      reasonably foreseeable, the Testing Date shall be the date upon which the
      latest such "significant modification" occurred. Each yield maintenance
      payment and prepayment premium payable under the Mortgage Loan is a
      "customary prepayment penalty" within the meaning of Treasury Regulations
      Section 1.860G-1(b)(2). As of the Closing Date, the related Mortgaged
      Property, if acquired in connection with the default or imminent default
      of the Mortgage Loan, would constitute "foreclosure property" within the
      meaning of Section 860G(a)(8) of the Code.

(19)  Environmental Conditions and Compliance. One or more environmental site
      assessments or updates thereof were performed by an environmental
      consulting firm independent of the Seller or the Seller's affiliates with
      respect to each related Mortgaged Property during the 18-months preceding
      the origination of the Mortgage Loan, and the Seller, having made no
      independent inquiry other than to review the report(s) prepared in
      connection with the assessment(s) referenced herein, has no actual
      knowledge and has received no notice of any material and adverse
      environmental condition or circumstance affecting such Mortgaged Property
      that was not disclosed in such report(s). If any such environmental report
      identified any Recognized Environmental Condition (REC), as that term is
      defined in the Standard Practice for Environmental Site Assessments: Phase
      I Environmental Site Assessment Process Designation: E 1527-00, as
      recommended by the American Society for Testing and Materials (ASTM), with
      respect to the related Mortgaged Property and the same have not been
      subsequently addressed in all material respects, then either (i) an escrow
      greater than or equal to 100% of the amount identified as necessary by the
      environmental consulting firm to address the REC is held by the Seller for
      purposes of effecting same (and the Mortgagor has covenanted in the
      Mortgage Loan documents to perform such work), (ii) a responsible party,
      other than the Mortgagor, having financial resources reasonably estimated
      to be adequate to address the REC is required to take such actions or is
      liable for the failure to take such actions, if any, with respect to such
      circumstances or conditions as have been required by the applicable
      governmental regulatory authority or any environmental law or regulation,
      (iii) the Mortgagor has provided an environmental insurance policy, (iv)
      an operations and maintenance plan has been or will be implemented or (v)
      such conditions or circumstances were investigated further and a qualified
      environmental consulting firm recommended no further investigation or
      remediation.

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

(21)  Bankruptcy. The Mortgagor is not a debtor in, and the Mortgaged Property
      is not the subject of, any state or federal bankruptcy or insolvency
      proceeding; provided, however, that this representation and warranty does
      not cover any such bankruptcy, reorganization, insolvency or comparable
      proceeding with respect to which: (1) the Seller has no actual knowledge
      and (2) written notice of the discovery thereof is not delivered to the
      Seller by the Trustee or the Master Servicer on or prior to the date
      occurring twelve months after the Closing Date.

(22)  Whole Loan; No Equity Participation, Contingent Interest or Negative
      Amortization. The Mortgage Loan is a whole loan. The Mortgage Loan does
      not contain any equity participation, preferred equity component or shared
      appreciation feature by the mortgagee nor does the Mortgage Loan provide
      the mortgagee with any contingent or additional interest in the form of
      participation in the cash flow of the related Mortgaged Property.

(23)  Transfers and Subordinate Debt. Subject to certain exceptions which are
      customarily acceptable to prudent commercial and multifamily mortgage
      lending institutions lending on the security of property comparable to the
      related Mortgaged Property, the Mortgage Loan contains a "due on sale" or
      other such provision for the acceleration of the payment of the unpaid
      principal balance of the Mortgage Loan if, without the consent of the
      holder of the Mortgage and complying with the requirements of the Mortgage
      Loan documents, (a) the related Mortgaged Property, or any controlling or
      majority equity interest in the related Mortgagor, is directly or
      indirectly pledged, transferred or sold, other than as related to (i)
      family and estate planning transfers, (ii) transfers to certain affiliates
      as defined in the Mortgage Loan documents (iii) transfers of less than a
      controlling interest in a Mortgagor, or (iv) a substitution or release of
      collateral within the parameters of paragraph (26) below, or (v) the
      mezzanine loan in the amount of $22,250,000 that existed at the
      origination of the Mortgage Loan, or (b) the related Mortgaged Property is
      encumbered with a subordinate lien or security interest against the
      related Mortgaged Property, other than (i) debt in the ordinary course of
      business. Except as related to (a)(i), (ii), (iii), (iv) or (v), above or
      (b)(i) above, no Mortgage Loan may be assigned to another entity without
      the mortgagee's consent. The Mortgage or other Mortgage Loan document
      provides that to the extent any Rating Agency Fees are incurred in
      connection with the review and consent to any transfer or encumbrance the
      Mortgagor is responsible for such payment.

(24)  Waivers and Modification. Except as set forth in the related Mortgage
      File, the terms of the related Mortgage Note and Mortgage have not been
      waived, modified, altered, satisfied, impaired, canceled, subordinated or
      rescinded in any manner which materially interferes with the security
      intended to be provided by such Mortgage. Since the latest date on which
      the final due diligence materials were delivered for the Mortgage Loan to
      CWCapital Asset Management LLC, there has not been, given, made or
      consented to an alteration, modification or assumption of the terms of the
      related Mortgage Note, Mortgage(s) or any related loan agreement and/or
      lock-box agreement and/or since such date, there has not been a waiver
      other than as related to routine operational matters or minor covenants.

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

(26)  Releases of Mortgaged Property. (A) Since origination, no material portion
      of the related Mortgaged Property has been released from the lien of the
      related Mortgage in any manner which materially and adversely affects the
      value of the Mortgage Loan or materially interferes with the security
      intended to be provided by such Mortgage; and (B) the terms of the
      Mortgage Loan documents do not permit the release of any portion of the
      Mortgaged Property from the lien of the Mortgage except (i) in
      consideration of payment in full (or in certain cases, the allocated loan
      amount) therefor, (ii) in connection with the substitution of all or a
      portion of the Mortgaged Property in exchange for delivery of "government
      securities" within the meaning of Section 2(a)(16) of the Investment
      Company Act of 1940, as amended, (iii) where such portion to be released
      was not considered material for purposes of underwriting the Mortgage Loan
      and such release was contemplated at origination or (iv) conditioned on
      the satisfaction of certain underwriting and other requirements, including
      payment of a release price representing adequate consideration for such
      Mortgaged Property or the portion thereof to be released.

(27)  Local Law Compliance. To the Seller's actual knowledge, based upon a
      letter from governmental authorities, a legal opinion, an endorsement to
      the related title policy, or other due diligence considered reasonable by
      prudent commercial mortgage lenders taking into account the location of
      the Mortgaged Property, as of the date of origination of the Mortgage Loan
      and as of the Cut-off Date, there are no material violations of any
      applicable zoning ordinances, building codes and land laws applicable to
      the Mortgaged Property or the use and occupancy thereof which (i) are not
      insured by the Title Policy or a law and ordinance insurance policy or
      (ii) would have a material adverse effect on the value, operation or net
      operating income of the Mortgaged Property.

(28)  Improvements. To the Seller's actual knowledge based on the Title Policy
      or surveys obtained in connection with the origination of the Mortgage
      Loan, none of the material improvements which were included for the
      purposes of determining the appraised value of the related Mortgaged
      Property at the time of the origination of the Mortgage Loan lies outside
      of the boundaries and building restriction lines of such property (except
      Mortgaged Properties which are legal non-conforming uses), to an extent
      which would have a material adverse affect on the value of the Mortgaged
      Property or related Mortgagor's use and operation of such Mortgaged
      Property (unless affirmatively covered by the related Title Policy) and no
      improvements on adjoining properties encroached upon such Mortgaged
      Property to any material and adverse extent (unless affirmatively covered
      by the related Title Policy).

(29)  Single Purpose Entity. (A) The related Mortgagor has covenanted in its
      organizational documents and/or the Mortgage Loan documents to own no
      significant asset other than the related Mortgaged Property and assets
      incidental to its ownership and operation of such Mortgaged Property, and
      to hold itself out as being a legal entity, separate and apart from any
      other Person; (B) the related Mortgagor (or if the Mortgagor is a limited
      partnership or a multi-member limited liability company, the special
      purpose general partner or special purpose managing member, as applicable,
      of the related Mortgagor), has at least one independent director, and the
      related Mortgagor has delivered a non-consolidation opinion of counsel;
      and (C) at the time of origination of the Mortgage Loan, to the Seller's
      actual knowledge, the Mortgagor was in compliance with its covenant to own
      no significant asset other than the related Mortgaged Property and assets
      incidental to its ownership and operation of such Mortgaged Property.

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

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

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

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

(34)  Other Collateral. To the Seller's knowledge, the related Mortgage Note is
      not secured by any collateral that secures a loan that is not a Mortgage
      Loan.

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

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

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

(38)  Organization of Mortgagors; Affiliation with other Mortgagors. With
      respect to the Mortgage Loan, in reliance on certified copies of the
      organizational documents of the Mortgagor delivered by the Mortgagor in
      connection with the origination of the Mortgage Loan, the Mortgagor is an
      entity organized under the laws of a state of the United States of
      America, the District of Columbia or the Commonwealth of Puerto Rico. The
      Mortgage Loan does not have a Mortgagor that is an affiliate of another
      Mortgagor.

(39)  Fee Simple Interest. The Mortgage Loan is secured in whole or in material
      part by the fee simple interest in the related Mortgaged Property.

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

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

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

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

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

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

(46)  Subordinate Debt. The Mortgaged Property is not encumbered by any lien
      securing the payment of money junior to, of equal priority with, or
      superior to, the lien of the related Mortgage (other than Title
      Exceptions, taxes, assessments and contested mechanics and materialmens
      liens that become payable after the Cut-off Date).

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

            (1) Such Ground Lease or a memorandum thereof has been or will be
      duly recorded and such Ground Lease permits the interest of the lessee
      thereunder to be encumbered by the related Mortgage or, if consent of the
      lessor thereunder is required, it has been obtained prior to the Closing
      Date.

            (2) Upon the foreclosure of the Mortgage Loan (or acceptance of a
      deed in lieu thereof), the Mortgagor's interest in such Ground Lease is
      assignable to the mortgagee and its assigns without the consent of the
      lessor thereunder (or, if any such consent is required, it has been
      obtained prior to the Closing Date).

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

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

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

            (6) The Ground Lease (i) is not subject to any liens or encumbrances
      superior to, or of equal priority with, the Mortgage, other than the
      ground lessor's fee interest and Title Exceptions or (ii) is subject to a
      subordination, non-disturbance and attornment agreement to which the
      mortgagee on the lessor's fee interest in the Mortgaged Property is
      subject.

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

            (8) Such Ground Lease has an original term (together with any
      extension options, whether or not currently exercised, set forth therein
      all of which can be exercised by the mortgagee if the mortgagee acquires
      the lessee's rights under the Ground Lease) that extends not less than 20
      years beyond the Stated Maturity Date or if the Mortgage Loan is fully
      amortizing, extends not less than 10 years after the amortization term for
      the Mortgage Loan.

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

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

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

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


<PAGE>

                                    EXHIBIT C

           EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

                                      None


<PAGE>

                                    EXHIBIT D

                          FORM OF OFFICER'S CERTIFICATE

            Wachovia Bank, National Association ("Seller") hereby certifies as
            follows:

            1.    All of the representations and warranties (except as set forth
                  on Schedule C) of the Seller under the Mortgage Loan Purchase
                  Agreement, dated as of July 1, 2007 (the "Agreement"), between
                  GS Mortgage Securities Corporation II and Seller, are true and
                  correct in all material respects on and as of the date hereof
                  with the same force and effect as if made on and as of the
                  date hereof.

            2.    The Seller has complied in all material respects 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 would constitute a
                  default under the Agreement.

            3.    Neither the Prospectus, dated June 13, 2007, as supplemented
                  by the Prospectus Supplement, dated June 21, 2007
                  (collectively, the "Prospectus"), relating to the offering of
                  the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4,
                  Class A-1A, Class A-M, Class A-J, Class B, Class C, Class D,
                  Class E and Class F Certificates nor the Offering Circular,
                  dated June 21, 2007 (the "Offering Circular"), relating to the
                  offering of the Class X, Class G, Class H, Class J, Class K,
                  Class L, Class M, Class N, Class O, Class P, Class Q, Class S,
                  Class R and Class LR Certificates, in the case of the
                  Prospectus and the Prospectus Supplement, as of the date of
                  the Prospectus Supplement or as of the date hereof, or the
                  Offering Circular, as of the date of thereof or as of the date
                  hereof, included or includes any untrue statement of a
                  material fact relating to the Mortgage Loan or the Seller or
                  omitted or omits to state therein a material fact necessary in
                  order to make the statements therein relating to the Mortgage
                  Loan or the Seller, 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>

Certified this 10th day of July, 2007.

                                            WACHOVIA BANK, NATIONAL ASSOCIATION


                                            By:_________________________________
                                               Name:
                                               Title:

<PAGE>

                                    EXHIBIT E

                              FORM OF LEGAL OPINION

            (a) The Seller is a [______], duly organized, validly existing and
in good standing under the laws of [______] with full power and authority to own
its assets and conduct its business, is duly qualified as a foreign organization
in good standing in all jurisdictions in which the 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
its ability to perform its obligations thereunder, and the Seller has taken all
necessary action to authorize the execution, delivery and performance of the
Mortgage Loan Purchase Agreement and the Indemnification Agreement
(collectively, the "Operative Documents"), and has duly executed and delivered
the Operative Documents, and has the power and authority to execute, deliver and
perform under the Operative Documents and all the transactions contemplated
thereby, including, but not limited to, the power and authority to sell, assign,
transfer, set over and convey the Mortgage Loan in accordance with the Mortgage
Loan Purchase Agreement;

            (b) Assuming the due authorization, execution and delivery of each
Operative Document by each party thereto other than the Seller, each Operative
Document will constitute a legal, valid and binding obligation of the Seller,
enforceable against the Seller in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting the enforcement of creditors' rights generally,
and by general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law);

            (c) The execution and delivery of each Operative Document by the
Seller and the performance of its obligations thereunder will not conflict with
any provision of any law or regulation to which the Seller is subject, or
conflict with, result in a breach of, or constitute a default under, any of the
terms, conditions or provisions of any of the Seller's organizational documents
or any agreement or instrument to which the Seller is a party or by which it is
bound, or any order or decree applicable to the Seller, or result in the
creation or imposition of any lien on any of the Seller's assets or property, in
each case which would materially and adversely affect the ability of the Seller
to carry out the transactions contemplated by the Operative Documents;

            (d) There is no action, suit, proceeding or investigation pending
or, to the Seller's knowledge, threatened against the Seller in any court or by
or before any other governmental agency or instrumentality which would
materially and adversely affect the validity of the Mortgage Loan or the ability
of the Seller to carry out the transactions contemplated by each Operative
Document;

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

            (f) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of, or compliance by the Seller with, each Operative
Document or the consummation of the transactions contemplated thereby, other
than those which have been obtained by the Seller.