EXHIBIT 10.4

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



                                    PURCHASER



                          EUROHYPO AG, NEW YORK BRANCH,



                                     SELLER



                        MORTGAGE LOAN PURCHASE AGREEMENT



                            Dated as of March 1, 2007



                            Fixed Rate Mortgage Loans



                                Series 2007-LDP10


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      This Mortgage Loan Purchase Agreement (this "Agreement"), dated as of
March 1, 2007, is between J.P. Morgan Chase Commercial Mortgage Securities
Corp., as purchaser (the "Purchaser"), and Eurohypo AG, New York Branch, as
seller (the "Seller").

      Capitalized terms used in this Agreement not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement dated as of
March 1, 2007 (the "Pooling and Servicing Agreement") among the Purchaser, as
depositor (the "Depositor"), Midland Loan Services, Inc. and Wachovia Bank,
National Association, as master servicers (each, a "Master Servicer"), J.E.
Robert Company, Inc., as special servicer (the "Special Servicer"), Wells Fargo
Bank, N.A., as trustee (the "Trustee") and LaSalle Bank National Association, as
co-trustee (the "Co-Trustee"), pursuant to which the Purchaser will sell the
Mortgage Loans (as defined herein) to a trust fund and certificates representing
ownership interests in the Mortgage Loans will be issued by the trust fund. For
purposes of this Agreement, the term "Mortgage Loans" refers to the mortgage
loans listed on Exhibit A and the term "Mortgaged Properties" refers to the
properties securing such Mortgage Loans.

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

      SECTION 1. Sale and Conveyance of Mortgages; Possession of Mortgage File.
Effective as of the Closing Date and upon receipt of the purchase price set
forth in the immediately succeeding paragraph, the Seller does hereby sell,
transfer, assign, set over and convey to the Purchaser, without recourse
(subject to certain agreements regarding servicing as provided in the Pooling
and Servicing Agreement, subservicing agreements permitted thereunder and that
certain Servicing Rights Purchase Agreement, dated as of the Closing Date
between the applicable Master Servicer and the Seller) all of its right, title,
and interest in and to the Mortgage Loans including all interest and principal
received on or with respect to the Mortgage Loans after the Cut-off Date (other
than payments of principal and interest first due on the Mortgage Loans on or
before the Cut-off Date). Upon the sale of the Mortgage Loans, the ownership of
each related Mortgage Note, the Mortgage and the other contents of the related
Mortgage File will be vested in the Purchaser and immediately thereafter the
Trustee and the ownership of records and documents with respect to the related
Mortgage Loan prepared by or which come into the possession of the Seller (other
than the records and documents described in the proviso to Section 3(a) hereof)
shall immediately vest in the Purchaser and immediately thereafter the Trustee.
The Seller's records will accurately reflect the sale of each Mortgage Loan to
the Purchaser. The Depositor will sell the Class A-1, Class A-1S, Class A-2,
Class A-2S, Class A-2SFL, Class A-3, Class A-3S, Class A-1A, Class X, Class A-M,
Class A-MS, Class A-J, Class A-JFL, Class A-JS, Class B-S, Class C-S and Class
D-S Certificates (the "Offered Certificates") to the underwriters (the
"Underwriters") specified in the underwriting agreement dated March 26, 2007
(the "Underwriting Agreement") between the Depositor and J.P. Morgan Securities
Inc. ("JPMSI") for itself and as representative of the several underwriters
identified therein, and the Depositor will sell the Class B, Class C, Class D,
Class E, Class E-S, Class F, Class F-S, Class G, Class G-S, Class H, Class H-S,
Class J, Class K, Class L, Class M, Class N, Class P and Class NR Certificates
(the "Private Certificates") to JPMSI and UBS Securities LLC, the initial
purchasers (together with the Underwriters, the "Dealers") specified in the
certificate purchase agreement dated March 26, 2007 (the "Certificate Purchase
Agreement"), between the Depositor and JPMSI for itself and as representative of
the initial purchasers identified therein.

      The sale and conveyance of the Mortgage Loans is being conducted on an
arms length basis and upon commercially reasonable terms. As the purchase price
for the Mortgage Loans, the Purchaser shall pay to the Seller or at the Seller's
direction in immediately available funds the sum of $939,221,720.61 (which
amount is inclusive of accrued interest and exclusive of the Seller's pro rata
share of the costs set forth in Section 9 hereof). The purchase and sale of the
Mortgage Loans shall take place on the Closing Date.

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

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

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

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

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

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

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

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

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

      (c) if, during such period of time after the first date of the public
offering of the Offered Certificates as in the opinion of counsel for the
Underwriters, a prospectus relating to the Offered Certificates is required by
applicable law to be delivered in connection with sales thereof by an
Underwriter or a Dealer, any event shall occur as a result of which it is
necessary to amend or supplement the Prospectus Supplement, including Annexes
A-1, A-2, A-3 and B thereto and the Diskette included therewith, with respect to
any information relating to the Mortgage Loans or the Seller, in order to make
the statements therein, in the light of the circumstances when the Prospectus
Supplement is delivered to a purchaser, not misleading, or if it is necessary to
amend or supplement the Prospectus Supplement, including Annexes A-1, A-2, A-3
and B thereto and the Diskette included therewith, with respect to any
information relating to the Mortgage Loans or the Seller, to comply with
applicable law, the Seller shall do all things necessary to assist the Depositor
to prepare and furnish, at the expense of the Seller (to the extent that such
amendment or supplement relates to the Seller, the Mortgage Loans listed on
Exhibit A and/or any information relating to the same, as provided by the
Seller), to the Underwriters such amendments or supplements to the Prospectus
Supplement as may be necessary, so that the statements in the Prospectus
Supplement as so amended or supplemented, including Annexes A-1, A-2, A-3 and B
thereto and the Diskette included therewith, with respect to any information
relating to the Mortgage Loans or the Seller, will not, in the light of the
circumstances when the Prospectus is so amended or supplemented, be misleading
or so that the Prospectus Supplement, including Annexes A-1, A-2, A-3 and B
thereto and the Diskette included therewith, with respect to any information
relating to the Mortgage Loans or the Seller, will comply with applicable law.
All terms used in this clause (c) and not otherwise defined herein shall have
the meaning set forth in the Indemnification Agreement, dated as of March 26,
2007 between the Purchaser and the Seller (the "Indemnification Agreement"); and

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

      SECTION 6. Representations and Warranties.

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

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

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

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

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

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

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

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

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

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

            (x) it has either (A) not dealt with any Person (other than the
      Purchaser or the Dealers or their respective affiliates or any servicer of
      a Mortgage Loan) that may be entitled to any commission or compensation in
      connection with the sale or purchase of the Mortgage Loans or entering
      into this Agreement or (B) paid in full any such commission or
      compensation (except with respect to any servicer of a Mortgage Loan, any
      commission or compensation that may be due and payable to such servicer if
      such servicer is terminated and does not continue to act as a servicer);
      and

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

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

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

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

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

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

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

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

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

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

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

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

      (c) The Seller further makes the representations and warranties as to the
Mortgage Loans set forth in Exhibit B as of the Closing Date (or as of such
other date if specifically provided in the particular representation or
warranty), which representations and warranties are subject to the exceptions
thereto set forth in Exhibit C. Neither the delivery by the Seller of the
Mortgage Files, Servicing Files, or any other documents required to be delivered
under Section 2.01 of the Pooling and Servicing Agreement, nor the review
thereof or any other due diligence by the Trustee, any Master Servicer, the
Special Servicer, a Certificate Owner or any other Person shall relieve the
Seller of any liability or obligation with respect to any representation or
warranty or otherwise under this Agreement or constitute notice to any Person of
a Breach or Defect.

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

      (e) Upon notice pursuant to Section 6(d) above, the Seller shall, not
later than 90 days from the earlier of the Seller's receipt of the notice or, in
the case of a Defect or Breach relating to a Mortgage Loan not being a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, but
without regard to the rule of Treasury Regulation Section 1.860G-2(f)(2) that
causes a defective mortgage loan to be treated as a qualified mortgage, the
Seller's discovery of such Breach or Defect (the "Initial Resolution Period"),
(i) cure such Defect or Breach, as the case may be, in all material respects,
(ii) repurchase the affected Mortgage Loan at the applicable Repurchase Price
(as defined below) or (iii) substitute a Qualified Substitute Mortgage Loan (as
defined below) for such affected Mortgage Loan (provided that in no event shall
any such substitution occur later than the second anniversary of the Closing
Date) and pay the applicable Master Servicer for deposit into the Certificate
Account, any Substitution Shortfall Amount (as defined below) in connection
therewith; provided, however, that except with respect to a Defect resulting
solely from the failure by the Seller to deliver to the Trustee or Custodian the
actual policy of lender's title insurance required pursuant to clause (ix) of
the definition of Mortgage File by a date not later than 18 months following the
Closing Date, if such Breach or Defect is capable of being cured but is not
cured within the Initial Resolution Period, and the Seller has commenced and is
diligently proceeding with the cure of such Breach or Defect within the Initial
Resolution Period, the Seller shall have an additional 90 days commencing
immediately upon the expiration of the Initial Resolution Period (the "Extended
Resolution Period") to complete such cure (or, failing such cure, to repurchase
the related Mortgage Loan or substitute a Qualified Substitute Mortgage Loan as
described above); and provided, further, that with respect to the Extended
Resolution Period the Seller shall have delivered an officer's certificate to
the Rating Agencies, the applicable Master Servicer, the Special Servicer, the
Trustee and the Directing Certificateholder setting forth the reason such Breach
or Defect is not capable of being cured within the Initial Resolution Period and
what actions the Seller is pursuing in connection with the cure thereof and
stating that the Seller anticipates that such Breach or Defect will be cured
within the Extended Resolution Period. Notwithstanding the foregoing, any Defect
or Breach which causes any Mortgage Loan not to be a "qualified mortgage"
(within the meaning of Section 860G(a)(3) of the Code, without regard to the
rule of Treasury Regulations Section 1.860G-2(f)(2) which causes a defective
mortgage loan to be treated as a qualified mortgage) shall be deemed to
materially and adversely affect the interests of the holders of the Certificates
therein, and such Mortgage Loan shall be repurchased or a Qualified Substitute
Mortgage Loan substituted in lieu thereof without regard to the extended cure
period described in the preceding sentence. If the affected Mortgage Loan is to
be repurchased, the Seller shall remit the Repurchase Price (defined below) in
immediately available funds to the Trustee.

      If any Breach pertains to a representation or warranty that the related
Mortgage Loan documents or any particular Mortgage Loan document requires the
related Mortgagor to bear the costs and expenses associated with any particular
action or matter under such Mortgage Loan document(s), then Seller shall cure
such Breach within the applicable cure period (as the same may be extended) by
reimbursing the Trust Fund (by wire transfer of immediately available funds) the
reasonable amount of any such costs and expenses incurred by the applicable
Master Servicer, the Special Servicer, the Trustee or the Trust Fund that are
the basis of such Breach and have not been reimbursed by the related Mortgagor;
provided, however, that in the event any such costs and expenses exceed $10,000,
the Seller shall have the option to either repurchase or substitute for the
related Mortgage Loan as provided above or pay such costs and expenses. Except
as provided in the proviso to the immediately preceding sentence, the Seller
shall remit the amount of such costs and expenses and upon its making such
remittance, the Seller shall be deemed to have cured such Breach in all
respects. To the extent any fees or expenses that are the subject of a cure by
the Seller are subsequently obtained from the related Mortgagor, the portion of
the cure payment equal to such fees or expenses obtained from the Mortgagor
shall be returned to the Seller pursuant to Section 2.03(f) of the Pooling and
Servicing Agreement. Notwithstanding the foregoing, the sole remedy with respect
to any breach of the representation set forth in the second to last sentence of
clause (32) of Exhibit B hereto shall be payment by the Seller of such costs and
expenses without respect to the materiality of such breach.

      Any of the following will cause a document in the Mortgage File to be
deemed to have a Defect and to be conclusively presumed to materially and
adversely affect the interests of Certificateholders in a Mortgage Loan and to
be deemed to materially and adversely affect the interests of the
Certificateholders in and the value of a Mortgage Loan: (a) the absence from the
Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity with a copy of the Mortgage
Note that appears to be regular on its face; (b) the absence from the Mortgage
File of the original signed Mortgage that appears to be regular on its face,
unless there is included in the Mortgage File a certified copy of the Mortgage
and a certificate stating that the original signed Mortgage was sent for
recordation; (c) the absence from the Mortgage File of the lender's title
insurance policy (or if the policy has not yet been issued, an original or copy
of a "marked up" written commitment or the pro-forma or specimen title insurance
policy or a commitment to issue the same pursuant to written escrow instructions
signed by the title insurance company) called for by clause (ix) of the
definition of "Mortgage File" in the Pooling and Servicing Agreement; (d) the
absence from the Mortgage File of any required letter of credit; (e) with
respect to any leasehold mortgage loan, the absence from the related Mortgage
File of a copy (or an original, if available) of the related Ground Lease; or
(f) the absence from the Mortgage File of any intervening assignments required
to create a complete chain of assignments to the Trustee on behalf of the Trust,
unless there is included in the Mortgage File a certified copy of the
intervening assignment and a certificate stating that the original intervening
assignments were sent for recordation; provided, however, that no Defect (except
the Defects previously described in clauses (a) through (f)) shall be considered
to materially and adversely affect the value of any Mortgage Loan, the value of
the related Mortgaged Property or the interests of the Trustee or any
Certificateholder therein unless the document with respect to which the Defect
exists is required in connection with an imminent enforcement of the Mortgagee's
rights or remedies under the related Mortgage Loan, defending any claim asserted
by any borrower or third party with respect to the Mortgage Loan, establishing
the validity or priority of any lien on any collateral securing the Mortgage
Loan or for any immediate significant servicing obligation. Notwithstanding the
foregoing, the delivery of executed escrow instructions or a commitment to issue
a lender's title insurance policy, as provided in clause (ix) of the definition
of "Mortgage File" in the Pooling and Servicing Agreement, in lieu of the
delivery of the actual policy of lender's title insurance, shall not be
considered a Defect or Breach with respect to any Mortgage File if such actual
policy is delivered to the Trustee or its Custodian within 18 months after the
Closing Date.

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

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

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

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

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

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

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

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

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

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

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

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

            (i) copies of the Seller's articles of association and memorandum of
      association, certified as of a recent date by the General Counsel of the
      Seller;

            (ii) an original or copy of a certificate of corporate existence of
      the Seller issued by the State of New York Banking Department dated not
      earlier than sixty days prior to the Closing Date;

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

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

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

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

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

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

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

            (iv) a letter from counsel of the Seller to the effect that nothing
      has come to such counsel's attention that would lead such counsel to
      believe that the Prospectus Supplement as of the date thereof or as of the
      Closing Date contains, with respect to the Seller or the Mortgage Loans,
      any untrue statement of a material fact or omits to state a material fact
      necessary in order to make the statements therein relating to the Seller
      or the Mortgage Loans, in the light of the circumstances under which they
      were made, not misleading.

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

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

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

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

      SECTION 9. Expenses. The Seller will pay its pro rata share (the Seller's
pro rata share to be determined according to the percentage that the aggregate
principal balance as of the Cut-off Date of all the Mortgage Loans represents in
proportion to the aggregate principal balance as of the Cut-off Date of all the
mortgage loans to be included in the Trust Fund) of all costs and expenses of
the Purchaser in connection with the transactions contemplated herein, including
(without duplication thereof), but not limited to: (i) the costs and expenses of
the Purchaser in connection with the purchase of the Mortgage Loans and other
mortgage loans; (ii) the costs and expenses of reproducing and delivering the
Pooling and Servicing Agreement and printing (or otherwise reproducing) and
delivering the Certificates; (iii) the reasonable and documented fees, costs and
expenses of the Trustee and its counsel incurred in connection with the Trustee
entering into the Pooling and Servicing Agreement; (iv) the fees and
disbursements of a firm of certified public accountants selected by the
Purchaser and the Seller with respect to numerical information in respect of the
Mortgage Loans, other mortgage loans and the Certificates included in the
Prospectus, the Memoranda (as defined in the Indemnification Agreement) and the
Term Sheet (as defined in the Indemnification Agreement), or items similar to
the Term Sheet, including the cost of obtaining any "comfort letters" with
respect to such items; (v) the costs and expenses in connection with the
qualification or exemption of the Certificates under state securities or blue
sky laws, including filing fees and reasonable fees and disbursements of counsel
in connection therewith; (vi) the costs and expenses in connection with any
determination of the eligibility of the Certificates for investment by
institutional investors in any jurisdiction and the preparation of any legal
investment survey, including reasonable fees and disbursements of counsel in
connection therewith; (vii) the costs and expenses in connection with printing
(or otherwise reproducing) and delivering the Registration Statement, Prospectus
and Memoranda, and the reproduction and delivery of this Agreement and the
furnishing to the Underwriters of such copies of the Registration Statement,
Prospectus, Memoranda and this Agreement as the Underwriters may reasonably
request; (viii) the fees of the rating agency or agencies requested to rate the
Certificates and (ix) the reasonable fees and expenses of Thacher Proffitt &
Wood LLP, counsel to the Underwriters, and Cadwalader, Wickersham & Taft LLP,
counsel to the Depositor.

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

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

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

      SECTION 13. Assignment. The Seller hereby acknowledges that the Purchaser
has, concurrently with the execution hereof, executed and delivered the Pooling
and Servicing Agreement and that, in connection therewith, it has assigned its
rights hereunder to the Trustee for the benefit of the Certificateholders to the
extent set forth in the Pooling and Servicing Agreement and that the rights so
assigned may be further assigned to, and shall inure to the benefit of, any
successor trustee under the Pooling and Servicing Agreement. The Seller hereby
acknowledges its obligations (subject to the provisions hereof), including that
of expense reimbursement, pursuant to Sections 2.01, 2.02 and 2.03 of the
Pooling and Servicing Agreement. Except as set forth hereinabove and in Sections
2.01, 2.02 and 2.03 of the Pooling and Servicing Agreement, the representations
and warranties of the Seller made hereunder and the remedies provided hereunder
with respect to Breaches or Defects may not be further assigned by the
Purchaser, the Trustee or any successor trustee. No owner of a Certificate
issued pursuant to the Pooling and Servicing Agreement shall be deemed a
successor or permitted assign because of such ownership. This Agreement shall
bind and inure to the benefit of, and be enforceable by, the Seller, the
Purchaser and their permitted successors and permitted assigns. The warranties
and representations and the agreements made by the Seller herein shall survive
delivery of the Mortgage Loans to the Trustee until the termination of the
Pooling and Servicing Agreement.

      SECTION 14. Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given upon receipt by
the intended recipient if personally delivered at or couriered, sent by
facsimile transmission or mailed by first class or registered mail, postage
prepaid, to (i) in the case of the Purchaser, J.P. Morgan Chase Commercial
Mortgage Securities Corp., 270 Park Avenue, New York, New York 10017, Attention:
Dennis Schuh, fax number (212) 834-6593 with a copy to Bianca Russo, fax number
(212) 834-6593, (ii) in the case of the Seller, Eurohypo AG, New York Branch,
1114 Avenue of the Americas, 29th Floor, New York, New York 10036, Attention:
Daniel Vinson, fax number: (212) 479-5800 and (iii) in the case of any of the
preceding parties, such other address or fax number as may hereafter be
furnished to the other party in writing by such party.

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

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

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

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

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

                                   * * * * * *


<PAGE>


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



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




                                          By:  /s/ Dennis Schuh
                                              ---------------------------------
                                              Name: Dennis Schuh
                                              Title: Executive Director



                                          EUROHYPO AG, NEW YORK BRANCH,
                                               as Seller




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




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


<PAGE>


                                    EXHIBIT A

                             MORTGAGE LOAN SCHEDULE



JPMCC 2007-LDP10
Mortgage Loan Schedule (EHY)

<TABLE>
<CAPTION>
          Loan
Loan #    Seller  Mortgagor Name
----------------------------------------------------------------------------------------------------------------------------
<S>        <C>    <C>
  3        EHY    CESC Skyline LLC
 3.01      EHY    CESC Skyline LLC
 3.02      EHY    CESC Skyline LLC
 3.03      EHY    CESC Skyline LLC
 3.04      EHY    CESC Skyline LLC
 3.05      EHY    CESC Skyline LLC
 3.06      EHY    CESC Skyline LLC
 3.07      EHY    CESC Skyline LLC
 3.08      EHY    CESC Skyline LLC
  5        EHY    Industrial CIC Owner LLC, Industrial CP II Owner LLC, Industrial CT Owner LLC, Industrial HPM Owner LLC,
                  Industrial Memphis International Owner LLC, Industrial MS Logistec Owner LLC, Industrial Rickenbacker III
                  Owner LLC, Industrial Southpark IX Owner LLC, Industrial Woodlands Owner LLC
 5.01      EHY    Industrial CIC Owner LLC, Industrial CP II Owner LLC, Industrial CT Owner LLC, Industrial HPM Owner LLC,
                  Industrial Memphis International Owner LLC, Industrial MS Logistec Owner LLC, Industrial Rickenbacker III
                  Owner LLC, Industrial Southpark IX Owner LLC, Industrial Woodlands Owner LLC
 5.02      EHY    Industrial CIC Owner LLC, Industrial CP II Owner LLC, Industrial CT Owner LLC, Industrial HPM Owner LLC,
                  Industrial Memphis International Owner LLC, Industrial MS Logistec Owner LLC, Industrial Rickenbacker III
                  Owner LLC, Industrial Southpark IX Owner LLC, Industrial Woodlands Owner LLC
 5.03      EHY    Industrial CIC Owner LLC, Industrial CP II Owner LLC, Industrial CT Owner LLC, Industrial HPM Owner LLC,
                  Industrial Memphis International Owner LLC, Industrial MS Logistec Owner LLC, Industrial Rickenbacker III
                  Owner LLC, Industrial Southpark IX Owner LLC, Industrial Woodlands Owner LLC
 5.04      EHY    Industrial CIC Owner LLC, Industrial CP II Owner LLC, Industrial CT Owner LLC, Industrial HPM Owner LLC,
                  Industrial Memphis International Owner LLC, Industrial MS Logistec Owner LLC, Industrial Rickenbacker III
                  Owner LLC, Industrial Southpark IX Owner LLC, Industrial Woodlands Owner LLC
 5.05      EHY    Industrial CIC Owner LLC, Industrial CP II Owner LLC, Industrial CT Owner LLC, Industrial HPM Owner LLC,
                  Industrial Memphis International Owner LLC, Industrial MS Logistec Owner LLC, Industrial Rickenbacker III
                  Owner LLC, Industrial Southpark IX Owner LLC, Industrial Woodlands Owner LLC
 5.06      EHY    Industrial CIC Owner LLC, Industrial CP II Owner LLC, Industrial CT Owner LLC, Industrial HPM Owner LLC,
                  Industrial Memphis International Owner LLC, Industrial MS Logistec Owner LLC, Industrial Rickenbacker III
                  Owner LLC, Industrial Southpark IX Owner LLC, Industrial Woodlands Owner LLC
 5.07      EHY    Industrial CIC Owner LLC, Industrial CP II Owner LLC, Industrial CT Owner LLC, Industrial HPM Owner LLC,
                  Industrial Memphis International Owner LLC, Industrial MS Logistec Owner LLC, Industrial Rickenbacker III
                  Owner LLC, Industrial Southpark IX Owner LLC, Industrial Woodlands Owner LLC
 5.08      EHY    Industrial CIC Owner LLC, Industrial CP II Owner LLC, Industrial CT Owner LLC, Industrial HPM Owner LLC,
                  Industrial Memphis International Owner LLC, Industrial MS Logistec Owner LLC, Industrial Rickenbacker III
                  Owner LLC, Industrial Southpark IX Owner LLC, Industrial Woodlands Owner LLC
 5.09      EHY    Industrial CIC Owner LLC, Industrial CP II Owner LLC, Industrial CT Owner LLC, Industrial HPM Owner LLC,
                  Industrial Memphis International Owner LLC, Industrial MS Logistec Owner LLC, Industrial Rickenbacker III
                  Owner LLC, Industrial Southpark IX Owner LLC, Industrial Woodlands Owner LLC
 5.10      EHY    Industrial CIC Owner LLC, Industrial CP II Owner LLC, Industrial CT Owner LLC, Industrial HPM Owner LLC,
                  Industrial Memphis International Owner LLC, Industrial MS Logistec Owner LLC, Industrial Rickenbacker III
                  Owner LLC, Industrial Southpark IX Owner LLC, Industrial Woodlands Owner LLC
  6        EHY    Augusta Mall, LLC, Augusta Mall Anchor Acquisition, LLC
  7        EHY    Maguire Partners-Solana Limited Partnership
  45       EHY    Arches Apartment Homes, LLC
  54       EHY    Salva Delaware, LLC
  73       EHY    Old Mill Meier, LLC/Shefflin Old Mill, LLC
73.01      EHY    Old Mill Meier, LLC/Shefflin Old Mill, LLC
73.02      EHY    Old Mill Meier, LLC/Shefflin Old Mill, LLC
73.03      EHY    Old Mill Meier, LLC/Shefflin Old Mill, LLC
  74       EHY    Fountains Title Holder, L.L.C.
 121       EHY    Direct Invest - 80 Lancaster, LLC, Direct Invest - 80 Lancaster 1, LLC, Direct Invest - 80 Lancaster 2, LLC,
                  Direct Invest - Lancaster 3, LLC, Direct Invest - 80 Lancaster 4, LLC
 135       EHY    Guardian Fund II - Riverview LLC
 139       EHY    GRI Cedar Park LLC
 145       EHY    VR Legacy at Wesleyan Limited Partnership
 155       EHY    59th Ferry, LLC, 42nd Ashland, LLC
155.01     EHY    59th Ferry, LLC, 42nd Ashland, LLC
155.02     EHY    59th Ferry, LLC, 42nd Ashland, LLC
 187       EHY    Brighton Underground Garage II, LLC
 196       EHY    Crosby Retail Haleku'AI LLC
 203       EHY    Halsted New City Financial, L.L.C.
 212       EHY    Fog Properties, LLC

<CAPTION>
Loan #     Property Address                                                 City              State     Zip Code     County
------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>                                                              <C>              <C>         <C>         <C>
   3       Various                                                          Falls Church        VA        22041      Fairfax
 3.01      5107 Leesburg Pike                                               Falls Church        VA        22041      Fairfax
 3.02      5275 Leesburg Pike                                               Falls Church        VA        22041      Fairfax
 3.03      5109 Leesburg Pike                                               Falls Church        VA        22041      Fairfax
 3.04      5111 Leesburg Pike                                               Falls Church        VA        22041      Fairfax
 3.05      5205 Leesburg Pike                                               Falls Church        VA        22041      Fairfax
 3.06      5113 Leesburg Pike                                               Falls Church        VA        22041      Fairfax
 3.07      5203 Leesburg Pike                                               Falls Church        VA        22041      Fairfax
 3.08      5201 Leesburg Pike                                               Falls Church        VA        22041      Fairfax
   5       Various                                                          Various          Various     Various     Various
 5.01      437 Sanford Road                                                 La Vergne           TN        37086      Rutherford
 5.02      2190 Creekside Parkway                                           Lockbourne          OH        43137      Franklin
 5.03      5200 Tradeport Drive                                             Memphis             TN        38141      Shelby
 5.04      3399 East Raines Road                                            Memphis             TN        38118      Shelby
 5.05      221 Hanson Way                                                   Woodland            CA        95776      Yolo
 5.06      6005 Freeport Avenue                                             Memphis             TN        38141      Shelby
 5.07      2222 East Beamer Street                                          Woodland            CA        95776      Yolo
 5.08      2250 Spiegel Drive                                               Groveport           OH        43125      Franklin
 5.09      4550 Swinnea Road                                                Memphis             TN        38118      Shelby
 5.10      3400 Southpark Place                                             Grove City          OH        43123      Franklin
   6       3450 Wrightsboro Road                                            Augusta             GA        30909      Richmond
   7       5 Village Circle and State Highway 114 at Kirkwood Boulevard     Westlake            TX        76262      Tarrant
  45       1235 Wildwood Avenue                                             Sunnyvale           CA        94089      Santa Clara
  54       546 Broadway                                                     New York            NY        10012      New York
  73       Various                                                          Salt Lake City      UT        84121      Salt Lake
 73.01     6415 South 3000 East                                             Salt Lake City      UT        84121      Salt Lake
 73.02     6550 South 3000 East                                             Salt Lake City      UT        84121      Salt Lake
 73.03     6405 South 3000 East                                             Salt Lake City      UT        84121      Salt Lake
  74       5175 Cinderlane Parkway                                          Orlando             FL        32808      Orange
  121      80 West Lancaster Avenue                                         Devon               PA        19333      Chester
  135      6196 Oxon Hill Road                                              Oxon Hill           MD        20745      Prince George's
  139      264 Cedar Lane                                                   Vienna              VA        22180      Fairfax
  145      1800 Wesleyan Drive                                              Macon               GA        31210      Bibb
  155      Various                                                          Various             IL       Various     Various
155.01     4200 South Ashland Avenue                                        Chicago             IL        60609      Cook
155.02     4 South 120 Route 59                                             Naperville          IL        60555      DuPage
  187      90 Oceana Drive East and 90 Oceana Drive West                    Brooklyn            NY        11235      Kings
  196      14041 FM 2100 Road                                               Crosby              TX        77532      Harris
  203      7900 South Halsted Street                                        Chicago             IL        60620      Cook
  212      4055 West Peterson Avenue                                        Chicago             IL        60646      Cook

<CAPTION>
                                                                               Interest         Net Mortgage
Loan #      Property Name                          Size        Measure         Rate (%)        Interest Rate
------------------------------------------------------------------------------------------------------------------
<S>         <C>                                     <C>        <C>              <C>                 <C>
   3        Skyline                                 2566783    Square Feet      5.74300             5.72261
 3.01       One Skyline Tower                        473350    Square Feet      5.74300             5.74300
 3.02       Seven Skyline Place                      402824    Square Feet      5.74300             5.74300
 3.03       Six Skyline Place                        308533    Square Feet      5.74300             5.74300
 3.04       Five Skyline Place                       298468    Square Feet      5.74300             5.74300
 3.05       One Skyline Place                        275492    Square Feet      5.74300             5.74300
 3.06       Four Skyline Place                       267651    Square Feet      5.74300             5.74300
 3.07       Two Skyline Place                        270679    Square Feet      5.74300             5.74300
 3.08       Three Skyline Place                      269786    Square Feet      5.74300             5.74300
   5        StratReal Industrial Portfolio II       5003066    Square Feet      5.59600             5.57561
 5.01       Mid-South Logistec Center VI             770000    Square Feet      5.59600             5.59600
 5.02       Continental Tire                         766571    Square Feet      5.59600             5.59600
 5.03       HP Memphis (Hewlett-Packard)             625000    Square Feet      5.59600             5.59600
 5.04       Centerpoint II                           400000    Square Feet      5.59600             5.59600
 5.05       Woodland Industrial Hanson Way           400000    Square Feet      5.59600             5.59600
 5.06       CIC Memphis (Chickasaw Ind. Ctr.)        550000    Square Feet      5.59600             5.59600
 5.07       Woodland Industrial E. Beamer            400000    Square Feet      5.59600             5.59600
 5.08       Rickenbacker III                         344220    Square Feet      5.59600             5.59600
 5.09       Memphis International                    337655    Square Feet      5.59600             5.59600
 5.10       South Park 9                             409620    Square Feet      5.59600             5.59600
   6        Augusta Mall                             470717    Square Feet      5.48800             5.46761
   7        Solana                                  1874975    Square Feet      6.10300             6.08261
  45        Arches                                    410         Units         5.47700             5.45661
  54        546 Broadway                             93600     Square Feet      5.52000             5.49961
  73        Old Mill Portfolio                       131808    Square Feet      5.62200             5.60161
 73.01      Old Mill Business Center II              60621     Square Feet      5.62200             5.62200
 73.02      Old Mill Village                         36501     Square Feet      5.62200             5.62200
 73.03      Old Mill Business Center I               34686     Square Feet      5.62200             5.62200
  74        Fountain Apartments                       552         Units         5.46000             5.43961
  121       80 West Lancaster Avenue                 52400     Square Feet      5.84000             5.81961
  135       Riverview Office Bulding                 69823     Square Feet      5.66500             5.64461
  139       Cedar Park Shopping Center               75699     Square Feet      5.53500             5.51461
  145       Legacy at Wesleyan                        200         Units         5.80000             5.77961
  155       LaSalle Bank Branch Portfolio            12000     Square Feet      5.77000             5.74961
155.01      LaSalle Bank-4200 South Ashland           6000     Square Feet      5.77000             5.77000
155.02      LaSalle Bank-Route 59                     6000     Square Feet      5.77000             5.77000
  187       Oceana Garage                             524         Spaces        5.69900             5.67861
  196       Crosby Center                            24090     Square Feet      5.81500             5.79461
  203       LaSalle Bank Branch                       5000     Square Feet      5.77000             5.74961
  212       4055 West Peterson Avenue                31915     Square Feet      6.10500             6.08461

<CAPTION>
                                                                Maturity/ARD   Amort.    Rem.    Monthly Debt
Loan #   Original Balance   Cutoff Balance   Term   Rem. Term       Date        Term    Amort.     Service
-------------------------------------------------------------------------------------------------------------
<S>           <C>              <C>            <C>         <C>     <C>             <C>      <C>        <C>
   3          203,400,000      203,400,000    120         119     02/01/17          0        0        986,958
 3.01          40,410,000       40,410,000    120         119     02/01/17          0        0
 3.02          30,240,000       30,240,000    120         119     02/01/17          0        0
 3.03          24,570,000       24,570,000    120         119     02/01/17          0        0
 3.04          23,610,000       23,610,000    120         119     02/01/17          0        0
 3.05          21,990,000       21,990,000    120         119     02/01/17          0        0
 3.06          21,150,000       21,150,000    120         119     02/01/17          0        0
 3.07          21,000,000       21,000,000    120         119     02/01/17          0        0
 3.08          20,430,000       20,430,000    120         119     02/01/17          0        0
   5          186,000,000      186,000,000    120         118     01/11/17          0        0        879,427
 5.01          34,926,587       34,926,587    120         118     01/11/17          0        0
 5.02          24,401,001       24,401,001    120         118     01/11/17          0        0
 5.03          22,953,874       22,953,874    120         118     01/11/17          0        0
 5.04          17,394,239       17,394,239    120         118     01/11/17          0        0
 5.05          17,188,803       17,188,803    120         118     01/11/17          0        0
 5.06          16,943,477       16,943,477    120         118     01/11/17          0        0
 5.07          16,628,001       16,628,001    120         118     01/11/17          0        0
 5.08          13,949,378       13,949,378    120         118     01/11/17          0        0
 5.09          12,951,968       12,951,968    120         118     01/11/17          0        0
 5.10           8,662,671        8,662,671    120         118     01/11/17          0        0
   6          175,000,000      175,000,000     60          56     11/11/11          0        0        811,449
   7          140,000,000      140,000,000     84          81     12/11/13          0        0        721,906
  45           65,000,000       65,000,000     60          58     01/11/12          0        0        300,791
  54           46,000,000       46,000,000    120         120     03/11/17        360      360        261,760
  73           26,650,000       26,650,000    120         120     03/06/17          0        0        126,589
 73.01         10,884,084       10,884,084    120         120     03/06/17          0        0
 73.02          8,883,333        8,883,333    120         120     03/06/17          0        0
 73.03          6,882,583        6,882,583    120         120     03/06/17          0        0
  74           26,000,000       26,000,000     60          58     01/11/12          0        0        119,943
  121          11,200,000       11,200,000    120         119     02/11/17        360      360         66,002
  135           9,025,000        9,025,000    120         119     02/11/17        360      360         52,181
  139           8,250,000        8,250,000    120         119     02/11/17          0        0         38,582
  145           7,500,000        7,500,000    120         120     03/11/17          0        0         36,753
  155           6,560,000        6,560,000    120         119     02/11/17        360      360         38,366
155.01          3,597,419        3,597,419    120         119     02/11/17        360      360
155.02          2,962,581        2,962,581    120         119     02/11/17        360      360
  187           4,300,000        4,300,000    120         120     03/06/17        360      360         24,954
  196           3,900,000        3,891,311    120         118     01/11/17        360      358         22,921
  203           3,515,000        3,515,000    120         119     02/11/17        360      360         20,557
  212           2,960,000        2,960,000    120         120     03/11/17        360      360         17,947

<CAPTION>
Loan #    Servicing Fee Rate    Accrual Type   ARD (Y/N)   ARD Step Up (%)     Title Type    Crossed Loan    Originator/Loan Seller
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>             <C>            <C>         <C>                <C>            <C>             <C>
   3            0.02000          Actual/360        No                             Fee                                  EHY
 3.01           0.00000                            No                             Fee                                  EHY
 3.02           0.00000                            No                             Fee                                  EHY
 3.03           0.00000                            No                             Fee                                  EHY
 3.04           0.00000                            No                             Fee                                  EHY
 3.05           0.00000                            No                             Fee                                  EHY
 3.06           0.00000                            No                             Fee                                  EHY
 3.07           0.00000                            No                             Fee                                  EHY
 3.08           0.00000                            No                             Fee                                  EHY
   5            0.02000          Actual/360        No                             Fee                                  EHY
 5.01           0.00000                            No                             Fee                                  EHY
 5.02           0.00000                            No                             Fee                                  EHY
 5.03           0.00000                            No                             Fee                                  EHY
 5.04           0.00000                            No                             Fee                                  EHY
 5.05           0.00000                            No                             Fee                                  EHY
 5.06           0.00000                            No                             Fee                                  EHY
 5.07           0.00000                            No                             Fee                                  EHY
 5.08           0.00000                            No                             Fee                                  EHY
 5.09           0.00000                            No                             Fee                                  EHY
 5.10           0.00000                            No                             Fee                                  EHY
   6            0.02000          Actual/360        No                        Fee/Leasehold                             EHY
   7            0.02000          Actual/360        No                             Fee                                  EHY
  45            0.02000          Actual/360        No                             Fee                                  EHY
  54            0.02000          Actual/360        No                             Fee                                  EHY
  73            0.02000          Actual/360        No                             Fee                                  EHY
 73.01          0.00000                            No                             Fee                                  EHY
 73.02          0.00000                            No                             Fee                                  EHY
 73.03          0.00000                            No                             Fee                                  EHY
  74            0.02000          Actual/360        No                             Fee                                  EHY
  121           0.02000          Actual/360        No                             Fee                                  EHY
  135           0.02000          Actual/360        No                             Fee                                  EHY
  139           0.02000          Actual/360        No                             Fee                                  EHY
  145           0.02000          Actual/360        No                             Fee                                  EHY
  155           0.02000          Actual/360        No                             Fee                                  EHY
155.01          0.00000                            No                             Fee                                  EHY
155.02          0.00000                            No                             Fee                                  EHY
  187           0.02000          Actual/360        No                             Fee                                  EHY
  196           0.02000          Actual/360        No                             Fee                                  EHY
  203           0.02000          Actual/360        No                             Fee                                  EHY
  212           0.02000          Actual/360        No                             Fee                                  EHY


<CAPTION>
Loan #     Guarantor
-------------------------------------------------------------------------------------------------------------
<S>        <C>
   3       Vornado Realty L.P.
 3.01
 3.02
 3.03
 3.04
 3.05
 3.06
 3.07
 3.08
   5
 5.01
 5.02
 5.03
 5.04
 5.05
 5.06
 5.07
 5.08
 5.09
 5.10
   6       General Growth Properties, Inc.
   7       Robert F. Maguire III
  45       Commingled Pension Trust Fund (Special Situation Property) of JPMorgan Chase Bank, N.A.
  54       Abraham Chetrit
  73       Joel Shefflin, Kenneth Gaynes
 73.01
 73.02
 73.03
  74       LaSalle Income and Growth Fund IV
  121      Direct Invest, L.L.C., Richard Previdi, William F. Rand, III, John Graham
  135      Guardian Realty Fund II Business Trust
  139      Global Retail Investors, LLC
  145      Andrew Stewart, John Foresi
  155      Robert S. Qualkinbush
155.01
155.02
  187      Joshua L. Muss
  196      Kenneth Tanizaki
  203      Robert S. Qualkinbush
  212      Barry J. Bass, Ronald L. Futterman, Michael B. Tarnoff, Louis Kahn, Leon Lurie, Steve Nasatir

<CAPTION>
                           Upfront      Upfront    Upfront      Upfront       Upfront      Upfront        Upfront
           Letter of        CapEx        Eng.      Envir.        TI/LC         RE Tax        Ins.          Other
Loan #       Credit        Reserve      Reserve    Reserve      Reserve       Reserve      Reserve        Reserve
--------------------------------------------------------------------------------------------------------------------
<S>         <C>           <C>          <C>            <C>    <C>             <C>          <C>          <C>
   3           No               0.00        0.00      0.00            0.00         0.00         0.00            0.00
 3.01
 3.02
 3.03
 3.04
 3.05
 3.06
 3.07
 3.08
   5        6,000,000.0         0.00        0.00      0.00       85,976.00   143,459.00   606,607.46       21,135.99
 5.01
 5.02
 5.03
 5.04
 5.05
 5.06
 5.07
 5.08
 5.09
 5.10
   6           No               0.00        0.00      0.00            0.00         0.00         0.00            0.00
   7           No         400,000.00        0.00      0.00   39,638,796.00   592,000.00    79,000.00   21,000,000.00
  45           No               0.00        0.00      0.00            0.00         0.00         0.00    2,600,000.00
  54           No           1,073.25        0.00      0.00            0.00   129,010.85    41,318.00    1,000,000.00
  73           No           1,672.00        0.00      0.00      400,000.00   109,402.00     6,391.00      300,000.00
 73.01
 73.02
 73.03
  74           No               0.00        0.00      0.00            0.00         0.00         0.00            0.00
  121          No             436.67        0.00      0.00      300,000.00         0.00    10,482.96            0.00
  135          No           1,685.55   12,467.00      0.00            0.00    58,333.31     5,725.44            0.00
  139          No               0.00        0.00      0.00            0.00    30,313.74         0.00            0.00
  145          No         900,000.00        0.00      0.00            0.00    52,458.48    10,620.75            0.00
  155          No               0.00        0.00      0.00            0.00         0.00         0.00            0.00
155.01         No
155.02         No
  187          No           1,091.66        0.00      0.00            0.00    44,364.00     2,468.00            0.00
  196          No             200.75        0.00      0.00        1,204.50     9,551.78     2,935.68            0.00
  203          No               0.00        0.00      0.00            0.00         0.00         0.00            0.00
  212          No             521.00   10,000.00      0.00        3,255.00    24,020.50     1,132.00            0.00

<CAPTION>
Loan #    Monthly Capex Reserve   Monthly Envir. Reserve    Monthly TI/LC Reserve    Monthly RE Tax Reserve    Monthly Ins. Reserve
-----------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                     <C>                       <C>                      <C>                       <C>
   3                       0.00                     0.00                     0.00                      0.00                    0.00
 3.01
 3.02
 3.03
 3.04
 3.05
 3.06
 3.07
 3.08
   5                       0.00                     0.00                 59135.00                 142453.00                75825.93
 5.01
 5.02
 5.03
 5.04
 5.05
 5.06
 5.07
 5.08
 5.09
 5.10
   6                       0.00                     0.00                     0.00                      0.00                    0.00
   7                   31250.00                     0.00                132809.00                 250000.00                36533.00
  45                       0.00                     0.00                     0.00                      0.00                    0.00
  54                    1073.25                     0.00                     0.00                  25802.17                 4131.75
  73                    1672.00                     0.00                     0.00                  21880.42                 2130.00
 73.01
 73.02
 73.03
  74                       0.00                     0.00                     0.00                      0.00                    0.00
  121                    436.67                     0.00                     0.00                      0.00                  873.58
  135                   1685.55                     0.00                     0.00                   8333.33                  817.92
  139                      0.00                     0.00                     0.00                  10104.58                    0.00
  145                   4167.00                     0.00                     0.00                   8743.08                 3540.25
  155                      0.00                     0.00                     0.00                      0.00                    0.00
155.01
155.02
  187                   1091.66                     0.00                     0.00                  14788.00                 2468.00
  196                    200.75                     0.00                  1204.50                   4775.89                  733.92
  203                      0.00                     0.00                     0.00                      0.00                    0.00
  212                    521.00                     0.00                  3255.00                   3431.50                  566.00

<CAPTION>
Loan #     Monthly Other Reserve    Grace Period    Lockbox In-place    Property Type     Defeasance Permitted
--------------------------------------------------------------------------------------------------------------
<S>        <C>                      <C>             <C>                 <C>               <C>
   3                        0.00               3    Yes                 Office            Yes
 3.01                                          3                        Office
 3.02                                          3                        Office
 3.03                                          3                        Office
 3.04                                          3                        Office
 3.05                                          3                        Office
 3.06                                          3                        Office
 3.07                                          3                        Office
 3.08                                          3                        Office
   5                     9567.99               0    Yes                 Industrial        Yes
 5.01                                          0                        Industrial
 5.02                                          0                        Industrial
 5.03                                          0                        Industrial
 5.04                                          0                        Industrial
 5.05                                          0                        Industrial
 5.06                                          0                        Industrial
 5.07                                          0                        Industrial
 5.08                                          0                        Industrial
 5.09                                          0                        Industrial
 5.10                                          0                        Industrial
   6                        0.00               0    Yes                 Retail            Yes
   7                        0.00               0    Yes                 Mixed Use         Yes
  45                        0.00               0    Yes                 Multifamily       Yes
  54                        0.00               0    No                  Mixed Use         Yes
  73                        0.00               0    No                  Various           Yes
 73.01                                         0                        Office
 73.02                                         0                        Retail
 73.03                                         0                        Office
  74                        0.00               0    No                  Multifamily       Yes
  121                       0.00               0    Yes                 Office            Yes
  135                       0.00               0    No                  Office            Yes
  139                       0.00               0    No                  Retail            No
  145                       0.00               0    No                  Multifamily       Yes
  155                       0.00               0    Yes                 Retail            Yes
155.01                                         0                        Retail
155.02                                         0                        Retail
  187                       0.00               0    No                  Parking Garage    Yes
  196                       0.00               0    Yes                 Retail            Yes
  203                       0.00               0    Yes                 Retail            Yes
  212                       0.00               0    No                  Industrial        Yes

<CAPTION>
Loan #     Interest Accrual Period    Loan Group    Final Maturity Date   Remaining Amortization Term for Balloon Loans
-----------------------------------------------------------------------------------------------------------------------
<S>        <C>                        <C>           <C>                   <C>
   3       Actual/360                          1
 3.01                                          1
 3.02                                          1
 3.03                                          1
 3.04                                          1
 3.05                                          1
 3.06                                          1
 3.07                                          1
 3.08                                          1
   5       Actual/360                          1
 5.01                                          1
 5.02                                          1
 5.03                                          1
 5.04                                          1
 5.05                                          1
 5.06                                          1
 5.07                                          1
 5.08                                          1
 5.09                                          1
 5.10                                          1
   6       Actual/360                          3
   7       Actual/360                          3
  45       Actual/360                          3
  54       Actual/360                          1                          360
  73       Actual/360                          1
 73.01                                         1
 73.02                                         1
 73.03                                         1
  74       Actual/360                          3
  121      Actual/360                          1                          360
  135      Actual/360                          1                          360
  139      Actual/360                          1
  145      Actual/360                          2
  155      Actual/360                          1                          360
155.01                                         1                          360
155.02                                         1                          360
  187      Actual/360                          1                          360
  196      Actual/360                          1                          360
  203      Actual/360                          1                          360
  212      Actual/360                          1                          360
</TABLE>


<PAGE>


                                    EXHIBIT B

                  MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

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


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

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

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

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

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

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

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

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

         (10) (a) The Mortgage Loan documents for each Mortgage Loan provide
that such Mortgage Loan is non-recourse to the related parties thereto except
that the related Mortgagor and at least one individual or entity shall be fully
liable for actual losses, liabilities, costs and damages arising from certain
acts of the related Mortgagor and/or its principals specified in the related
Mortgage Loan documents, which acts generally include the following: (i) fraud
or intentional material misrepresentation, (ii) misapplication or
misappropriation of rents, insurance proceeds or condemnation awards, (iii)
either (x) any act of actual waste by or (y) damage or destruction to the
Mortgaged Property caused by the acts or omissions of the borrower, its agents,
employees or contractors, and (iv) any breach of the environmental covenants
contained in the related Mortgage Loan documents.

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

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

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

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

         (11) Except by a written instrument that has been delivered to the
Purchaser as a part of the related Mortgage File with respect to any immaterial
releases of the Mortgaged Property, no Mortgage Loan has been satisfied,
canceled, subordinated, released or rescinded, in whole or in part, and the
related Mortgagor has not been released, in whole or in part, from its
obligations under any related Mortgage Loan document.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         (21) (a) Except for those Mortgage Loans set forth on Schedule I hereto
for which a lender's environmental insurance policy was obtained in lieu of an
Environmental Site Assessment, an Environmental Site Assessment relating to each
Mortgaged Property and prepared no earlier than 12 months prior to the Closing
Date was obtained and reviewed by the Seller in connection with the origination
of such Mortgage Loan and a copy is included in the Servicing File.

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

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

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

              (e) Each of the Mortgage Loans which is covered by a lender's
     environmental insurance policy obtained in lieu of an Environmental Site
     Assessment ("In Lieu of Policy") is identified on Schedule I, and each In
     Lieu of Policy is in an amount equal to 125% of the outstanding principal
     balance of the related Mortgage Loan and has a term ending no sooner than
     the maturity date (or, in the case of an ARD Loan, the final maturity date)
     of the related Mortgage Loan. All environmental assessments or updates that
     were in the possession of the Seller and that relate to a Mortgaged
     Property identified on Schedule I as being insured by an In Lieu of Policy
     have been delivered to or disclosed to the In Lieu of Policy carrier
     issuing such policy prior to the issuance of such policy.

         (22) As of the date of origination of the related Mortgage Loan, and,
as of the Closing Date, the Mortgaged Property is covered by insurance policies
providing the coverage described below and the Mortgage Loan documents permit
the mortgagee to require the coverage described below. All premiums with respect
to the Insurance Policies insuring each Mortgaged Property have been paid in a
timely manner or escrowed to the extent required by the Mortgage Loan documents,
and the Seller has not received (1) any notice of non payment of premiums that
has not been cured in a timely manner by the related Mortgagor or (2) any notice
of cancellation or termination of such Insurance Policies. The relevant
Servicing File contains the Insurance Policy required for such Mortgage Loan or
a certificate of insurance for such Insurance Policy. Each Mortgage requires
that the related Mortgaged Property and all improvements thereon are covered by
Insurance Policies providing (a) coverage in the amount of the lesser of full
replacement cost of such Mortgaged Property and the outstanding principal
balance of the related Mortgage Loan (subject to customary deductibles) for
losses sustained by fire and against loss or damage by other risks and hazards
covered by a standard extended coverage insurance policy providing "special"
form coverage in an amount sufficient to prevent the Mortgagor from being deemed
a co-insurer and to provide coverage on a full replacement cost basis of such
Mortgaged Property (in some cases exclusive of excavations, underground
utilities, foundations and footings) with an agreed amount endorsement to avoid
application of any coinsurance provision; such policies contain a standard
mortgage clause naming mortgagee and its successor in interest as additional
insureds or loss payee, as applicable; (b) business interruption or rental loss
insurance in an amount at least equal to (i) 12 months of operations or (ii) in
some cases all rents and other amounts customarily insured under this type of
insurance of the Mortgaged Property; (c) flood insurance (if any portion of the
improvements on the Mortgaged Property is located in an area identified by the
Federal Emergency Management Agency ("FEMA"), with respect to certain Mortgage
Loans and the Secretary of Housing and Urban Development with respect to
other Mortgage Loans, as having special flood hazards) in an amount not less
than amounts prescribed by FEMA; (d) workers' compensation, if required by law;
(e) comprehensive general liability insurance in an amount consistent with the
standard utilized by the Seller with respect to loans it holds for its own
account, but not less than $1 million; all such Insurance Policies contain
clauses providing they are not terminable and may not be terminated without
thirty (30) days prior written notice to the mortgagee (except where applicable
law requires a shorter period or except for nonpayment of premiums, in which
case not less than ten (10) days prior written notice to the mortgagee is
required). In addition, each Mortgage permits the related mortgagee to make
premium payments to prevent the cancellation thereof and shall entitle such
mortgagee to reimbursement therefor. Any insurance proceeds in respect of a
casualty loss or taking will be applied either to the repair or restoration of
all or part of the related Mortgaged Property or the payment of the outstanding
principal balance of the related Mortgage Loan together with any accrued
interest thereon. The related Mortgaged Property is insured by an Insurance
Policy, issued by an insurer meeting the requirements of such Mortgage Loan and
having a claims-paying or financial strength rating of at least "A-:V" from A.M.
Best Company or "A-" (or the equivalent) from Standard & Poor's Ratings
Services, Fitch, Inc. or Moody's Investors Service, Inc. An architectural or
engineering consultant has performed an analysis of each of the Mortgaged
Properties located in seismic zones 3 or 4 in order to evaluate the structural
and seismic condition of such property, for the sole purpose of assessing the
probable maximum loss ("PML") for the Mortgaged Property in the event of an
earthquake. In such instance, the PML was based on a return period of not less
than 100 years, an exposure period of 50 years and a 10% probability of
exceedence. If the resulting report concluded that the PML would exceed 20% of
the amount of the replacement costs of the improvements, earthquake insurance on
such Mortgaged Property was obtained by an insurer rated at least "A-:V" by A.M.
Best Company or "A-" (or the equivalent) from Standard & Poor's Ratings
Services, Fitch, Inc. or Moody's Investors Service, Inc. To the Seller's actual
knowledge, the insurer issuing each of the foregoing insurance policies is
qualified to write insurance in the jurisdiction where the related Mortgaged
Property is located.

         (23) All amounts required to be deposited by each Mortgagor at
origination under the related Mortgage Loan documents have been deposited or
have been withheld from the related Mortgage Loan proceeds at origination and
there are no deficiencies with regard thereto.

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

         (25) The origination practices used by the Seller or, to its knowledge,
any prior holder of the related Mortgage Note with respect to such Mortgage Loan
have been in all material respects legal and have met customary industry
standards and since origination, the Mortgage Loan has been serviced in all
material respects in a legal manner in conformance with customary industry
standards.

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

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

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

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

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

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

         (32) Each of the Mortgage Loans contains a "due on sale" clause, which
provides for the acceleration of the payment of the unpaid principal balance of
the Mortgage Loan if, without the prior written consent of the holder of the
Mortgage Loan, the property subject to the Mortgage, or any controlling interest
therein, is directly or indirectly transferred or sold (except that it may
provide for transfers by devise, descent or operation of law upon the death of a
member, manager, general partner or shareholder of a Mortgagor and that it may
provide for transfers subject to the Mortgage Loan holder's approval of
transferee, transfers of worn out or obsolete furnishings, fixtures, or
equipment promptly replaced with property of equivalent value and functionality,
transfers of leases entered into in accordance with the Mortgage Loan documents,
transfers to affiliates, transfers to family members for estate planning
purposes, transfers among existing members, partners or shareholders in
Mortgagors or transfers of passive interests so long as the key principals or
general partner retains control). The Mortgage Loan documents contain a "due on
encumbrance" clause, which provides for the acceleration of the payment of the
unpaid principal balance of the Mortgage Loan if the property subject to the
Mortgage or any controlling interest in the Mortgagor is further pledged or
encumbered, unless the prior written consent of the holder of the Mortgage Loan
is obtained (except that it may provide for assignments subject to the Mortgage
Loan holder's approval of transferee, transfers to affiliates or transfers of
passive interests so long as the key principals or general partner retains
control). The Mortgage or Mortgage Note requires the Mortgagor to pay all
reasonable out-of-pocket fees and expenses associated with securing the consent
or approval of the holder of the Mortgage for a waiver of a "due on sale" or
"due on encumbrance" clause or a defeasance provision. As of the Closing Date,
the Seller holds no preferred equity interest in any Mortgagor and the Seller
holds no mezzanine debt related to such Mortgaged Property.

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

         (34) Each Mortgage Loan containing provisions for defeasance of
mortgage collateral provides that: defeasance may not occur any earlier than two
years after the Closing Date; and requires or provides (i) the replacement
collateral consist of U.S. "government securities," within the meaning of
Treasury Regulations Section 1.860 G-2(a)(8)(i), in an amount sufficient to make
all scheduled payments under the Mortgage Note when due (up to the maturity date
for the related Mortgage Loan, the Anticipated Repayment Date for ARD Loans or
the date on which the Mortgagor may prepay the related Mortgage Loan without
payment of any prepayment penalty); (ii) the loan may be assumed by a Single
Purpose Entity approved by the holder of the Mortgage Loan; (iii) counsel
provide an opinion that the trustee has a perfected security interest in such
collateral prior to any other claim or interest; and (iv) such other documents
and certifications as the mortgagee may reasonably require which may include,
without limitation, (A) a certification that the purpose of the defeasance is to
facilitate the disposition of the mortgaged real property or any other customary
commercial transaction and not to be part of an arrangement to collateralize a
REMIC offering with obligations that are not real estate mortgages and (B) a
certification from an independent certified public accountant that the
collateral is sufficient to make all scheduled payments under the Mortgage Note
when due. Each Mortgage Loan containing provisions for defeasance provides that,
in addition to any cost associated with defeasance, the related Mortgagor shall
pay, as of the date the mortgage collateral is defeased, all scheduled and
accrued interest and principal due as well as an amount sufficient to defease in
full the Mortgage Loan (except as contemplated in clause (35) hereof). In
addition, if the related Mortgage Loan permits defeasance, then the Mortgage
Loan documents provide that the related Mortgagor shall (x) pay all reasonable
fees associated with the defeasance of the Mortgage Loan and all other
reasonable expenses associated with the defeasance, or (y) provide all opinions
required under the related Mortgage Loan documents, and in the case of any
Mortgage Loan with an outstanding principal balance as of the Cut-off Date of
$40,000,000 or greater, (a) a REMIC opinion and (b) rating agency letters
confirming that no downgrade or qualification shall occur as a result of the
defeasance.

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

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

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

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

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

         (40) If the related Mortgage or other Mortgage Loan documents provide
for a grace period for delinquent Monthly Payments, such grace period is no
longer than ten (10) days from the applicable payment date or, with respect to
acceleration or the commencement of the accrual of default interest under any
Mortgage Loan, five (5) days after notice to the Mortgagor of default.

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

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

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

         (44) Each Mortgaged Property is, and is required pursuant to the
related Mortgage to be, insured by (a) a fire and extended perils insurance
policy providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, (b) to the extent required as of
the date of origination by the originator of such Mortgage Loan consistent with
its capital markets conduit lending practices, against other risks insured
against by persons operating like properties in the locality of the Mortgaged
Property, in each case in an amount not less than the lesser of the principal
balance of the related Mortgage Loan and the replacement cost of the
improvements located at the Mortgaged Property, and not less than the amount
necessary to avoid the operation of any co-insurance provisions with respect to
the Mortgaged Property, and the policy contains no provisions for a deduction
for depreciation.

         Defined Terms:

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

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

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

         The term "Environmental Site Assessment" shall mean a Phase I
environmental report meeting the requirements of the American Society for
Testing and Materials, and, if in accordance with customary industry standards a
reasonable lender would require it, a Phase II environmental report, each
prepared by a licensed third party professional experienced in environmental
matters.

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

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

         The term "in reliance on" shall mean that:

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

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

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

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

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


         The term "Permitted Encumbrances" shall mean:

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

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

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

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


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

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


<PAGE>


                                    EXHIBIT C

           EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES



Exceptions to Representation 6

       Mortgage Loan                              Exception

Skyline Portfolio            The Mortgage was granted in favor of Mortgage
                             Electronic Registration Systems, Inc. for the
                             benefit of the Seller and Bank of America National
                             Association, as co-lender. In addition to the
                             Mortgage Loan, the related Mortgaged Property
                             secures two pari passu A-notes.

Solana                       In addition to the Mortgage Loan, the related
                             Mortgaged Property secures a pari passu A-note.

                             In addition, the Mortgage Loan is not secured by
                             any oil, gas and mineral rights at the Mortgaged
                             Property and the borrower is permitted to lease,
                             license, grant easements of or otherwise grant
                             access to the Mortgaged Property for the purpose
                             of exploring or developing oil, gas or other
                             minerals. Pursuant to a deed with an affiliate of
                             the borrower, such affiliate agreed, as a covenant
                             running with the land, that it will not conduct or
                             permit operations for the drilling, exploration,
                             extraction, removal or production of minerals that
                             could reasonably be expected to result in any
                             material damage to any of the improvements at the
                             Mortgaged Property or materially interfere with
                             the borrower's use or operation of the Mortgaged
                             Property or any portion thereof. The affiliate
                             further that any and all drilling, exploration,
                             extraction, removal or production of minerals will
                             be conducted in accordance with all applicable
                             federal, state, county and local laws, rules and
                             regulations applicable thereto.

Exceptions to Representation 10(a)

       Mortgage Loan                              Exception

All Mortgage Loans except    The Mortgage Loan documents provide for recourse
as specified below           for the misapplication or conversion by the
                             borrower of any rents following an event of default
                             or any rents collected for more than one month in
                             advance to the extent that such rents or any other
                             payments in respect of the Leases and other income
                             of the related Mortgaged Property or any other
                             collateral are not applied to the costs of
                             maintenance and operation of the related Mortgaged
                             Property and to the payment of taxes, lien claims,
                             insurance premiums, debt service and other amounts
                             due under the loan documents, instead of
                             "misapplication or misappropriation of rents,
                             insurance proceeds or condemnation awards" with
                             respect to all Mortgage Loans.

Skyline Portfolio,           There is no other individual or entity other than
StratReal Industrial         the borrower that is liable for the non-recourse
Portfolio II                 carveouts.

Augusta Mall                 There is no other individual or entity other than
                             the borrower that is liable for the non-recourse
                             carveouts. In addition, non-recourse carveouts to
                             the borrower do not include damage or destruction
                             to the Mortgaged Property caused by the acts or
                             omissions of the borrower, its agents, employees or
                             contractors.

Fountain Apartments          There is no other individual or entity other than
                             the borrower that is liable for the non-recourse
                             carveouts. In addition, non-recourse carveouts to
                             the borrower include damage or destruction to the
                             Mortgaged Property caused by the gross negligence
                             or willful misconduct of the borrower, its agents,
                             employees or contractors, rather than the acts or
                             omissions of the borrower, its agents, employees
                             or contractors.

Arches                       There is no other individual or entity other than
                             the borrower that is liable for the non-recourse
                             carveouts. In the event that, as a result of a
                             transfer, a "Morgan Entity" owns less than 10% of
                             the equity interest in the borrower, a person or
                             entity acceptable to lender is required to execute
                             an environmental indemnity agreement and a limited
                             recourse guaranty acceptable to lender. A "Morgan
                             Entity" means any pension fund or collective
                             investment fund containing pension funds, separate
                             accounts or other investor with respect to which
                             JPMorgan Chase Bank, N.A. or J.P. Morgan
                             Investment Management Inc. (or any affiliate,
                             successor or assigns thereof) acts as trustee,
                             agent or independent advisor.

Cedar Park Shopping Center   There is no other individual or entity other than
                             the borrower that is liable for any breach of the
                             environmental covenants contained in the related
                             Mortgage Loan documents.

Exceptions to Representation 12

       Mortgage Loan                              Exception

Skyline Portfolio            The Mortgage Loan documents permit the related
                             borrower, at any time from the earlier of 3 years
                             from origination and the date that is 2 years from
                             the last securitization that includes a portion of
                             the note (in the original aggregate amount of
                             $678,000,000) and in connection with a partial
                             defeasance of such Mortgage Loan, to obtain the
                             release of some or all of the portions of the
                             related Mortgaged Property, subject to the
                             satisfaction of certain conditions, including, but
                             not limited to: (i) no event of default exists;
                             (ii) payment of (a) 100% of the allocated loan
                             amount as set forth in the related loan agreement
                             related to such property or properties to be
                             released which, when taken together with any
                             property previously released, is less than or equal
                             to $135,600,000; (b) 110% of the allocated loan
                             amount which, when taken together with any property
                             previously released, is greater than $135,600,000
                             and less than or equal to $271,200,000; (c) 115% of
                             the allocated loan amount which, when taken
                             together with any property previously released, is
                             greater than $271,200,000 and less than or equal to
                             $406,800,000; or (d) 125% of the allocated loan
                             amount which, when taken together with any property
                             previously released, is greater than $406,800,000;
                             (iii) delivery of a pledge and security agreement
                             in form and substance satisfactory to a prudent
                             lender and defeasance collateral meeting the
                             requirements of the related loan agreement; (iv)
                             confirmation from the rating agencies that such
                             release will not result in a downgrade, withdrawal
                             or qualification of the ratings assigned to the
                             Certificates; and (v) after giving effect to such
                             release, the debt service coverage ratio must be
                             not less than the greater of (a) (1) 80% of the
                             debt service coverage ratio for the trailing 12
                             months immediately preceding the release or (2) a
                             debt service coverage ratio in an amount sufficient
                             to obtain a rating agency confirmation or (b) the
                             debt service coverage ratio as of the closing date
                             of such Mortgage Loan.

StratReal Industrial         The Mortgage Loan documents permit the borrower to
      Portfolio II           obtain the release of an individual Mortgaged
                             Property through partial defeasance after the
                             defeasance lockout period or prior to the
                             defeasance lockout period through partial
                             prepayment, at a release price equal to (i) 100%,
                             if 30% or less of the Mortgage Loan is being
                             defeased or prepaid, (ii) 110%, if more than 30%
                             but less than 45% of the Mortgage Loan is being
                             defeased and (iii) 125%, if 45% or more of the
                             Mortgage Loan is being defeased. A release via
                             prepayment prior to the lockout period is limited
                             to 20% of the loan amount. Additional conditions to
                             release include, but are not limited to the
                             following: (i) after giving effect to such release,
                             the debt service coverage ratio for the remaining
                             properties is at least equal to the greater of (a)
                             the debt service coverage ratio as of the
                             origination date, and (b) the debt service coverage
                             ratio for the remaining properties (including the
                             individual Mortgaged Property to be released) for
                             the 12 months immediately preceding the release;
                             and (ii) receipt of confirmation from each rating
                             agency then rating the Certificates that such
                             release will not result in a downgrade, withdrawal
                             or qualification of the ratings assigned to the
                             Certificates.

Augusta Mall                 The Mortgage Loan documents permit the release of
                             one or more specified parcels at the Mortgaged
                             Property without payment of release price,
                             provided that except with respect to parcels that
                             are acquired after the origination date, each such
                             parcel is generally required to be vacant,
                             non-income producing and unimproved or improved
                             only by landscaping utility facility that are
                             readily relocatable or surface parking areas.

Old Mill Portfolio           The Mortgage Loan documents permit the borrower to
                             obtain the release of one or more of the
                             individual Mortgaged Properties through a partial
                             defeasance of such Mortgage Loan after the
                             expiration of the defeasance lockout period,
                             subject to the satisfaction of certain conditions,
                             including but not limited to: (i) payment of 110%
                             of the appraised value of the individual Mortgaged
                             Property; (ii) after giving effect to such
                             release, the debt service coverage ratio for the
                             remaining Mortgaged Properties is at least equal
                             to the greater of (a) the debt service coverage
                             ratio as of the origination date, and (b) the debt
                             service coverage ratio for the remaining Mortgaged
                             Properties (including the individual Mortgaged
                             Property to be released) for the 12 months
                             immediately preceding the release; (iii) after
                             giving effect to such release, the loan-to-value
                             ratio for the remaining Mortgaged Properties
                             (calculated using the allocated loan amounts for
                             the properties then remaining) must be no greater
                             than the lesser of (a) the loan-to-value ratio
                             immediately preceding the origination date and (b)
                             ) the loan-to-value ratio immediately preceding
                             the date of the release of the individual
                             Mortgaged Property (without giving effect to the
                             release of the individual Mortgaged Property); and
                             (iv) confirmation from the rating agencies that
                             such a release will not result in a downgrade,
                             withdrawal or qualification of the ratings
                             assigned to the Certificates.

Exceptions to Representation 16

       Mortgage Loan                              Exception

Arches                       At origination, the Mortgaged Property was not in
                             compliance with the Americans with Disabilities
                             Act. The Mortgage Loan documents require that the
                             Mortgaged Property be brought into compliance
                             within six months of origination.

546 Broadway                 Certain certificates of occupancy were not
                             obtained as of the date of origination of the
                             Mortgage Loan. The borrower has provided a
                             post-closing undertaking to deliver the missing
                             certificates and lender held back $1,000,000 of
                             loan proceeds at closing, with $500,000 of such
                             proceeds  to be released upon delivery of a
                             temporary certificate of occupancy and the
                             remainder upon delivery of a permanent certificate
                             of occupancy.

Riverview Office Building    Certain certificates of occupancy were not obtained
                             as of the date of origination of the Mortgage Loan.
                             The borrower has provided a post-closing
                             undertaking to deliver the missing certificates and
                             a recourse carveout to indemnify the lender for
                             losses suffered as a result of the borrower's
                             failure to obtain such certificates.

Exceptions to Representation 16

       Mortgage Loan                              Exception

Oceana Garage                A portion of the Mortgaged Property is situated on
                             a temporary tax lot. However, the borrower has
                             submitted an application for a permanent tax lot to
                             the appropriate governmental authority and has
                             provided a post-closing undertaking to deliver
                             satisfactory evidence that the tax lot has been
                             obtained within 120 days of the origination date.

Exceptions to Representation 20

       Mortgage Loan                              Exception

Augusta Mall                 Representation 20(c):

                             The related ground lease provides that lender is
                             entitled to become the owner of the borrower's
                             interest in the ground lease upon foreclosure
                             without the consent of the ground lessor, but it is
                             not further assignable thereafter without the
                             consent of the ground lessor.

                             Representation 20(d):

                             The ground lease is silent regarding whether
                             amendments thereto without lender consent are
                             binding on the lender. However, the loan agreement
                             requires lender consent to any amendment or
                             modification.

                             Representation 20(e):

                             The ground lease does not provide that a notice of
                             default and resulting termination of the ground
                             lease is ineffective against lender unless lender
                             has been given such notice. If the ground lease is
                             terminated, lender has the right to obtain a new
                             ground lease with the ground lessor.

                             Representation 20(h):

                             The ground lease provides that insurance proceeds
                             that are to be applied to the restoration of the
                             Mortgaged Property will be held by an entity
                             appointed by the ground lessor.

                             Representation 20(i):

                             The ground lessor has the right to approve
                             subleases (and consequently any related
                             subtenants).

Exceptions to Representation 21(d)

       Mortgage Loan                              Exception

Augusta Mall                 The losses covered by the environmental indemnity
                             do not include losses incurred by reason of
                             diminution in value or punitive or consequential
                             damages.

Exceptions to Representation 22

       Mortgage Loan                              Exception

Augusta Mall                 The borrower is permitted to maintain commercial
                             general liability insurance coverage issued by
                             either (A) an insurer having a claims paying
                             ability rating of "A-" or better by S&P or (B) a
                             syndicate of insurers through which at least 60% of
                             the coverage is with carriers having a
                             claims-paying ability rating by S&P not lower than
                             "BBB" or by A.M. Best not lower than "A:X" and
                             which syndicate may include Factory Mutual
                             Insurance Company so long as Factory Mutual
                             Insurance Company has (i) a claims paying ability
                             rating of not lower than "A-" by Fitch and "A:IX"
                             by A.M. Best and (ii) a claims-paying ability
                             rating by S&P based solely on public information of
                             not lower than "BBBpi" (the "Factory Mutual
                             Qualifications").

                             The borrower is permitted maintain earthquake
                             insurance, worker's compensation and motor vehicle
                             insurance coverage pursuant to policies issued by
                             either (A) an insurer having a claims paying
                             ability rating of "A-" or better by S&P or (b) a
                             syndicate of insurers through which (i) at least
                             50% of claims coverage shall be with one or more
                             carriers having a claims-paying-ability rating by
                             A.M. Best of "A-X" or better, (ii) subject to the
                             requirement set forth in the insurance provisions
                             of the Loan Agreement, at least 90% of claims
                             coverage (inclusive of the coverage provided by
                             carriers described in (i) above) shall be with one
                             or more carriers having a claims paying ability
                             rating by A.M. Best of "A-VIII" or better, (iii)
                             the balance of the coverage not to exceed 10% of
                             claims coverage is with one or more carriers having
                             a claims paying ability rating by A.M. Best of
                             "A-VII" or better and (iv) provided, further, with
                             regard to any insurance carrier which has a
                             claims-paying-ability rating by A.M.Best of less
                             than "A-X", such carrier may not represent more
                             than 5% of the total earthquake insurance.

                             The borrower is permitted to maintain all risk,
                             flood insurance, business income insurance,
                             builder's risk insurance, comprehensive boiler
                             and machinery insurance and terrorism insurance
                             coverage with either (A) an issuer having a claims-
                             paying-ability rating by S&P not lower than "A-" or
                             by A.M. Best not lower than "A:X" or (B) a
                             syndicate of insurers through which at least 60%
                             of the coverage (if there are 4 or fewer members
                             of the syndicate) or at least 50% of the coverage
                             (if there are 5 or more members of the syndicate)
                             is with carriers having a claims-paying-ability
                             rating by S&P not lower than "A-" or by A.M. Best
                             not lower than "A:X" and the balance of the
                             coverage is, in each case, with insurers having a
                             claims-paying-ability rating by S&P of not lower
                             than "BBB", provided that in each case, the first
                             loss risk is borne by the carriers having a
                             claims-paying-rating by S&P of not lower than
                             "A-" by A.M. Best not lower than "A:X" and
                             which syndicate may include Factory Mutual
                             Insurance Company so long as Factory Mutual
                             Insurance Company satisfies the Factory Mutual
                             Qualifications.

Fountain Apartments          The borrower is permitted to maintain property
                             insurance coverage with a syndicate of insurers,
                             provided that at least 60% or 75% of the coverage
                             (depending on the number of insurers in the
                             syndicate) coverage is with carriers having a
                             claims-paying ability rating by S&P not lower than
                             "A" and the equivalent rating by one of the other
                             rating agencies and the balance of the coverage
                             is, in each case with insurers having a
                             claims-paying-ability rating by S&P not lower than
                             "BBB" and the equivalent rating by one of the
                             other rating agencies and that the first loss
                             position is borne by carriers having a
                             claims-paying ability rating by S&P not lower than
                             "A".

Cedar Park Shopping Center   The borrower is permitted to maintain insurance
                             coverage issued by one or more financially sound
                             and responsible insurance companies authorized to
                             do business in the state in which the Mortgaged
                             Property is located and, with respect to the
                             carrier covering the $15,000,000 primary layer of
                             coverage, having a claims paying ability rating of
                             "A-" or better by S&P and the equivalent rating by
                             one of the other rating agencies.

LaSalle Bank Branch          The borrower is not required to maintain business
Portfolio, LaSalle Bank -    interruption insurance for so long as LaSalle
79th Street                  National Association ("LaSalle") is the tenant,
                             provided that, LaSalle is required to pay rent
                             regardless of business interruption.

Exceptions to Representation 30

       Mortgage Loan                              Exception

Exceptions to Representation 32

       Mortgage Loan                              Exception

Solana                       The Mortgage Loan documents permit certain
                             transfers of indirect ownership interests in the
                             borrower consisting of ownership interests in, or
                             at any level above the level of MP-Solana Junior
                             Mezzanine 2006, LLC (the mezzanine B borrower), to
                             (i) a "Qualified Transferee" or (ii) a joint
                             venture between an affiliate of the borrower and a
                             "Qualified Transferee," subject to satisfaction of
                             specified conditions. A "Qualified Transferee"
                             shall mean any one of the following persons: (a) a
                             pension fund, pension trust or pension account
                             that has total real estate assets of at least $1
                             billion (exclusive of the Mortgaged Property); (b)
                             a pension fund advisor who immediately prior to
                             such transfer, controls at least $1 billion of
                             real estate assets (exclusive of the Mortgaged
                             Property); (c) an insurance company which is
                             subject to supervision by the insurance
                             commissioner, or similar official or agency, of a
                             state or territory of the United States (including
                             the District of Columbia) (i) with a net worth, as
                             of a date no more than six (6) months prior to the
                             date of the transfer of at least $500 million and
                             (ii) who, immediately prior to such transfer,
                             controls real estate assets of at least $1
                             billion; (d) a corporation organized under the
                             banking laws of the United States or any state or
                             territory of the United States (including the
                             District of Columbia) with a combined capital and
                             surplus of at least $500 million; or (e) any
                             person (i) with a long-term unsecured debt rating
                             from each of the rating agencies of at least
                             investment grade and is regularly engaged (itself
                             or through a subsidiary) in making commercial real
                             estate loans or owning commercial real estate or
                             (ii) who together with its affiliates (A) owns or
                             operates six (6) Class "A" office projects
                             totaling at least 3,000,000 square feet of gross
                             leasable area of space comparable to (and
                             exclusive of) the Mortgaged Property, (B) has a
                             net worth, as of a date no more than six (6)
                             months prior to the date of such transfer, of at
                             least $500 million and (C) immediately prior to
                             such transfer, owns (itself or through a
                             subsidiary) real estate assets of at least $1
                             billion.

                             In addition, the sole member of the borrower
                             pledged 100% of its membership interest in the
                             borrower as security for a $35,000,000 loan. An
                             intercreditor agreement in favor of the lender was
                             executed.

StratReal Industrial         Subject to the satisfaction of certain conditions
Portfolio II,                set forth in the Mortgage Loan documents,
Augusta Mall,                including the satisfaction of LTV and DSCR tests,
80 W. Lancaster              the equity holder of the borrower is permitted to
Ave., Riverview Office       incur mezzanine debt.
Building, Cedar Park
Shopping Center
and Legacy at Wesleyan

Augusta Mall                  The Mortgage Loan documents permit: (i) transfers
                              of direct or indirect ownership interests in the
                              borrower to "Qualified Transferees" meeting
                              certain financial criteria and general
                              creditworthiness standards set forth in the Loan
                              Agreement; and (ii) transfers of direct or
                              indirect ownership interests in certain specified
                              affiliates of the borrower. A "Qualified
                              Transferee" shall mean any one of the following
                              persons: (i) a pension fund, pension trust or
                              pension account that (a) has total real estate
                              assets of at least $1 billion and (b) is managed
                              by a person who controls at least $1 billion of
                              real estate equity assets; (ii) a pension fund
                              advisor who (a) immediately prior to such
                              transfer, controls at least $1 billion of real
                              estate equity assets and (b) is acting on behalf
                              of one or more pension funds that, in the
                              aggregate, satisfy the requirements of clause (i)
                              of this definition; (iii) an insurance company
                              which is subject to supervision by the insurance
                              commissioner, or a similar official or agency, of
                              a state or territory of the United States
                              (including the District of Columbia) (a) with a
                              net worth, as of a date no more than six (6)
                              months prior to the date of the transfer of at
                              least $500 million and (b) who, immediately prior
                              to such transfer, controls real estate equity
                              assets of at least $1 billion; (iv) a corporation
                              organized under the banking laws of the United
                              States or any state or territory of the United
                              States (including the District of Columbia) (a)
                              with a combined capital and surplus of at least
                              $500 million and (b) who, immediately prior to
                              such transfer, controls real estate equity assets
                              of at least $1 billion; or (v) any person (a)
                              with a long-term unsecured debt rating from the
                              rating agencies of at least investment grade or
                              (b) who (i) owns or operates at least (10)
                              regional shopping centers totaling at least six
                              (6) million square feet of gross leasable area,
                              (ii) has a net worth, as of a date no more than
                              six (6) months prior to the date of such
                              transfer, of at least $500 million and (iii)
                              immediately prior to such transfer, controls real
                              estate equity assets of at least $1 billion.

                              In addition, the holders of indirect ownership
                              interests in the borrower are permitted to pledge
                              their interests as security for additional debt,
                              provided that, among other things, the following
                              conditions are satisfied: (i) no event of default
                              under the Mortgage Loan has occurred and is
                              continuing, (ii) the pledge is to a  "qualified
                              pledgee"  or is subject to the lender's prior
                              written consent, which may be withheld in the
                              lender's sole and absolute discretion, provided
                              that the lender's consent may not be unreasonably
                              withheld, if the borrower has delivered (A)
                              confirmation from the rating agencies that the
                              pledge will not, in and of itself, result in a
                              downgrade, withdrawal or qualification of the
                              ratings assigned to the Certificates and (B) a
                              substantive non-consolidation opinion reasonable
                              acceptable to the lender and the rating agencies,
                              and (iii) in the event the property manager of
                              the Mortgaged Property will change in connection
                              with the pledge, the replacement property manager
                              must meet the conditions set forth in the related
                              Mortgage Loan documents. Pledges of equity to or
                              from affiliates of the borrower are also
                              permitted. A  "qualified pledgee"  generally
                              means (i) one or more institutional entities that
                              (A) has total assets (in name or under
                              management) in excess of $650,000,000, and
                              (except with respect to a pension advisory firm
                              or similar fiduciary) capital/statutory surplus
                              or shareholder's equity of $250,000,000; and (B)
                              is regularly engaged in the business of making or
                              owning commercial real estate loans or commercial
                              loans secured by a pledge of interests in a
                              mortgage borrower or owning and operating
                              commercial mortgage properties; or (ii) an entity
                              for which the borrower has obtained confirmation
                              from the rating agencies that the pledge to such
                              entity will not, in and of itself, result in a
                              downgrade, withdrawal or qualification of the
                              ratings assigned to the Certificates.

Arches                        The Mortgage Loan documents permit: (i) transfers
                              of ownership interests in the borrower among the
                              borrower's members, including the transfer of a
                              member's entire ownership interest to the other
                              members; and (ii) transfers of direct or indirect
                              ownership interests in a member of the borrower,
                              provided that (A) the transferee is controlled
                              by, controlling or under common control with the
                              transferor, (B) the transferee is a government
                              plan, investment fund or pension fund with
                              respect to which JPMorgan Chase Bank, N.A. or
                              J.P. Morgan Investment Management Inc. or one of
                              its affiliates or subsidiaries acts as the
                              trustee, agent or investment advisor, or (C)
                              following any such transfer, control of such
                              ember continues to be vested in the same
                              individuals who controlled such member prior to
                              the transfer; provided that (1) no transfer may
                              be made to any Prohibited Person (as defined in
                              the loan agreement), (2) the proposed transferee
                              and the borrower must continue to comply with the
                              covenants set forth in the Mortgage Loan
                              documents, and (3) with respect to clause (ii)
                              above, if such transfer results in a transfer in
                              one or a series of transactions of more than 49%
                              of the direct or indirect stock, limited
                              partnership interests or non-managing membership
                              interest in a "Restricted Party," lender reserves
                              the right to condition such transfers on receipt
                              of confirmation from each rating agency then
                              rating the Certificates that such transfer will
                              not result in a downgrade, withdrawal or
                              qualification of the ratings assigned to the
                              Certificates and a new non-consolidation opinion.
                              A "Qualified Transferee" shall mean any one of
                              the following persons: (i) a pension fund,
                              pension trust or pension account that (a) has
                              total real estate assets of at least $1 billion
                              and (b) is managed by a person who controls at
                              least $1 billion of real estate equity assets;
                              (ii) a pension fund advisor who (a) immediately
                              prior to such transfer, controls at least $1
                              billion of real estate equity assets and (b) is
                              acting on behalf of one or more pension funds
                              that, in the aggregate, satisfy the requirements
                              of clause (i) of this definition; (iii) an
                              insurance company which is subject to supervision
                              by the insurance commissioner, or a similar
                              official or agency, of a state or territory of
                              the United States (including the District of
                              Columbia) (a) with a net worth, as of a date no
                              more than six (6) months prior to the date of the
                              transfer of at least $500 million and (b) who,
                              immediately prior to such transfer, controls real
                              estate equity assets of at least $1 billion; (iv)
                              a corporation organized under the banking laws of
                              the United States or any state or territory of
                              the United States (including the District of
                              Columbia) (a) with a combined capital and surplus
                              of at least $500 million and (b) who, immediately
                              prior to such transfer, controls real estate
                              equity assets of at least $1 billion; or (v) any
                              person (a) with a long-term unsecured debt rating
                              from the rating agencies of at least investment
                              grade or (b) who (i) owns or operates at least
                              (10) regional shopping centers totaling at least
                              six (6) million square feet of gross leasable
                              area, (ii) has a net worth, as of a date no more
                              than six (6) months prior to the date of such
                              transfer, of at least $500 million and (iii)
                              immediately prior to such transfer, controls real
                              estate equity assets of at least $1 billion.

80 W. Lancaster Ave.          The Mortgage Loan documents permit the following
                              transfers: (a) transfers of tenancy in common
                              interests among the tenants in common pursuant to
                              the TIC Agreement; and (b) the sale or pledge, in
                              one or a series of transactions, of direct or
                              indirect equity interests in the "sponsor
                              borrower" which do not result in greater than
                              75.01% of such direct or indirect equity being
                              owned by a person or persons other than a
                              required borrower principal, provided that such
                              required borrower principal must retain control
                              of the sponsor borrower and the property manager.

Exceptions to Representation 34

       Mortgage Loan                              Exception

Certain Mortgage Loans       In connection with a defeasance of certain of the
                             Mortgage Loans, a successor borrower is subject to
                             approval from the applicable rating agencies rather
                             than the holder of the Mortgage Loan.

Exceptions to Representation 35

        Mortgage Loan                              Exception

Skyline Portfolio             The Mortgage Loan documents permit the related
                              borrower, at any time from the earlier of 3 years
                              from origination and the date that is 2 years from
                              the last securitization that includes a portion of
                              the note (in the original aggregate amount of
                              $678,000,000) and in connection with a partial
                              defeasance of such Mortgage Loan, to obtain the
                              release of some or all of the portions of the
                              related Mortgaged Property, subject to the
                              satisfaction of certain conditions, including, but
                              not limited to: (i) no event of default exists;
                              (ii) payment of (a) 100% of the allocated loan
                              amount as set forth in the related loan agreement
                              related to such property or properties to be
                              released which, when taken together with any
                              property previously released, is less than or
                              equal to $135,600,000; (b) 110% of the allocated
                              loan amount which, when taken together with any
                              property previously released, is greater than
                              $135,600,000 and less than or equal to
                              $271,200,000; (c) 115% of the allocated loan
                              amount which, when taken together with any
                              property previously released, is greater than
                              $271,200,000 and less than or equal to
                              $406,800,000; or (d) 125% of the allocated loan
                              amount which, when taken together with any
                              property previously released, is greater than
                              $406,800,000; (iii) delivery of a pledge and
                              security agreement in form and substance
                              satisfactory to a prudent lender and defeasance
                              collateral meeting the requirements of the related
                              loan agreement; (iv) confirmation from the rating
                              agencies that such release will not result in a
                              downgrade, withdrawal or qualification of the
                              ratings assigned to the Certificates; and (v)
                              after giving effect to such release, the debt
                              service coverage ratio must be not less than the
                              greater of (a) (1) 80% of the debt service
                              coverage ratio for the trailing 12 months
                              immediately preceding the release or (2) a debt
                              service coverage ratio in an amount sufficient to
                              obtain a rating agency confirmation or (b) the
                              debt service coverage ratio as of the closing date
                              of such Mortgage Loan.

StratReal Industrial          The Mortgage Loan documents permit the borrower to
Portfolio II                  obtain the release of an individual Mortgaged
                              Property through partial defeasance or prior to
                              the defeasance lockout period through partial
                              prepayment, at a release price equal to (i) 100%,
                              if 30% or less of the Mortgage Loan is being
                              defeased or prepaid, (ii) 110%, if more than 30%
                              but less than 45% of the Mortgage Loan is being
                              defeased and (iii) 125%, if 45% or more of the
                              Mortgage Loan is being defeased. A release via
                              prepayment is limited to 20% of the allocated loan
                              amount. Additional conditions to release include,
                              but are not limited to, the following: (i) after
                              giving effect to such release, the debt service
                              coverage ratio for the remaining properties is at
                              least equal to the greater of (a) the debt service
                              coverage ratio as of the origination date, and (b)
                              the debt service coverage ratio for the remaining
                              properties (including the individual Mortgaged
                              Property to be released) for the 12 months
                              immediately preceding the release; and (ii)
                              receipt of confirmation from each rating agency
                              then rating the Certificates that such release
                              will not result in a downgrade, withdrawal or
                              qualification of the ratings assigned to the
                              Certificates.

Old Mill Portfolio            The Mortgage Loan documents permit the borrower to
                              obtain the release of one or more of the
                              individual Mortgaged Properties through a partial
                              defeasance of such Mortgage Loan after the
                              expiration of the defeasance lockout period,
                              subject to the satisfaction of certain conditions,
                              including but not limited to: (i) payment of 110%
                              of the appraised value of the individual Mortgaged
                              Property; (ii) after giving effect to such
                              release, the debt service coverage ratio for the
                              remaining Mortgaged Properties is at least equal
                              to the greater of (a) the debt service coverage
                              ratio as of the origination date, and (b) the debt
                              service coverage ratio for the remaining Mortgaged
                              Properties (including the individual Mortgaged
                              Property to be released) for the 12 months
                              immediately preceding the release; (iii) after
                              giving effect to such release, the loan-to-value
                              ratio for the remaining Mortgaged Properties
                              (calculated using the allocated loan amounts for
                              the properties then remaining) must be no greater
                              than the lesser of (a) the loan-to-value ratio
                              immediately preceding the origination date and (b)
                              the loan-to-value ratio immediately preceding the
                              date of the release of the individual Mortgaged
                              Property (without giving effect to the release of
                              the individual Mortgaged Property); and (iv)
                              confirmation from the rating agencies that such a
                              release will not result in a downgrade, withdrawal
                              or qualification of the ratings assigned to the
                              Certificates.

Exceptions to Representation 42

        Mortgage Loan                              Exception

Skyline Portfolio             The borrower is only required to maintain
                              terrorism insurance coverage to the extent
                              obtainable for an annual premium that is not in
                              excess of $625,000.

Solana                        The borrower is not required to obtain and
                              maintain terrorism insurance in an amount greater
                              than the amount of terrorism insurance that is
                              available for an annual premium 1.5 times the
                              amount of the annual premium for the all-risk
                              coverage then in effect. The terrorism cap does
                              not apply if (A) owners and/or operators of
                              properties in the same class as the Mortgaged
                              Property in Tarrant County, Texas are generally
                              obtaining terrorism insurance, (B) lenders
                              financing such properties in the same class as the
                              Mortgaged Property in Tarrant County, Texas are
                              generally requiring terrorism insurance as a
                              condition of financing, or (C) the principal, any
                              affiliates of the borrower, any transferee of the
                              principal, or any of their affiliates, are
                              obtaining terrorism insurance on any other
                              properties in Tarrant County, Texas which any of
                              the foregoing persons own or operate.

StratReal Industrial          The borrower is not required to obtain and
Portfolio II                  maintain terrorism insurance in an amount greater
                              than the amount of terrorism insurance that is
                              available for an annual premium 2 times the amount
                              of the annual premium for the all-risk coverage
                              then in effect. The terrorism cap does not apply
                              if (A) owners and/or operators of office buildings
                              in the same class as any individual property in
                              the state in which such individual property is
                              located are generally obtaining terrorism
                              insurance, (B) lenders financing such office
                              buildings in the same class as any individual
                              property in the state in which such individual
                              property is located are generally requiring
                              terrorism insurance as a condition of financing,
                              or (C) the borrower principal or any affiliates of
                              the borrower principal or any transferee of the
                              borrower principal or any of its affiliates, is
                              obtaining terrorism insurance on any other
                              properties in any state in which any of the
                              foregoing persons own or operate.

Fountain Apartments           The borrower is not required to obtain and
                              maintain terrorism insurance in an amount greater
                              than the amount of terrorism insurance that is
                              available for an annual premium 2 times the amount
                              of the annual premium for the insurance polices
                              required to be maintained during the prior
                              calendar year. The terrorism cap does not apply if
                              (A) the insurance policies of owners and/or
                              operators of multifamily apartment complexes in
                              the same class as the Mortgaged Property generally
                              cover terrorism perils or acts or other similar
                              acts or events without limitation based on cost,
                              (B) lenders originating loans secured by
                              multifamily apartment complexes in the same class
                              as the Mortgaged Property are generally requiring
                              terrorism insurance as a condition of financing
                              without limitation based on cost, or (C) the
                              borrower or any affiliate of the borrower
                              principal or any transferee of the borrower or any
                              of its affiliates has obtained terrorism insurance
                              on any other properties located in the state where
                              the Mortgaged Property is located.

Arches                        The borrower is permitted to maintain insurance
                              policies which exclude risks associated with
                              terrorism if terrorism insurance coverage is (i)
                              not available from any insurance company licensed
                              in Sunnyvale, California or (ii) not customarily
                              required by lender in connection with similar
                              loans on similarly-situated properties. However,
                              if terrorism insurance is available but not at a
                              commercially reasonable rate, the borrower is
                              required to maintain terrorism insurance in an
                              amount that is available at a "commercially
                              reasonable rate" (defined to mean the premium for
                              terrorism coverage does not increase the overall
                              property and casualty coverage premiums by more
                              than 50% of the overall cost of the policy without
                              terrorism insurance coverage as of the date of
                              origination, as adjusted for inflation).

Exceptions to Representation 44

        Mortgage Loan                              Exception

All Mortgage Loans            The related Mortgage Loan documents require the
                              borrower to maintain comprehensive "all risk"
                              coverage, which is interpreted by the Seller to
                              include the risks specified in representation
                              (44). As of the date of origination, each
                              Mortgaged Property is insured in accordance with
                              representation (44).



<PAGE>


                                    EXHIBIT D

                          FORM OF OFFICER'S CERTIFICATE


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

      1.____I have examined the Mortgage Loan Purchase Agreement, dated as of
March 1, 2007 (the "Agreement"), between the Company and J.P. Morgan Chase
Commercial Mortgage Securities Corp., and all of the representations and
warranties of the Company under the Agreement are true and correct in all
material respects on and as of the date hereof (or, in the case of any
particular representation or warranty set forth on Exhibit B to the Agreement,
as of such other date provided for in such representation or warranty) with the
same force and effect as if made on and as of the date hereof, subject to the
exceptions set forth in the Agreement (including Exhibit C thereto).

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

      3. I have examined the information regarding the Mortgage Loans in the
Prospectus, dated March 9, 2007, as supplemented by the Prospectus Supplement,
dated March 26, 2007 (collectively, the "Prospectus"), relating to the offering
of the Class A-1, Class A-1S, Class A-2, Class A-2S, Class A-2SFL, Class A-3,
Class A-3S, Class A-1A, Class X, Class A-M, Class A-MS, Class A-J, Class A-JFL,
Class A-JS, Class B-S, Class C-S and Class D-S Certificates, the Private
Placement Memorandum, dated March 26, 2007 (the "Privately Offered Certificate
Private Placement Memorandum"), relating to the offering of the Class B, Class
C, Class D, Class E, Class E-S, Class F, Class F-S, Class G, Class G-S, Class H,
Class H-S, Class J, Class K, Class L, Class M, Class N, Class P and Class NR
Certificates, and the Residual Private Placement Memorandum, dated March 26,
2007 (together with the Privately Offered Certificate Private Placement
Memorandum, the "Private Placement Memoranda"), relating to the offering of the
Class R, Class MR and Class LR Certificates, and nothing has come to my
attention that would lead me to believe that the Prospectus, as of the date of
the Prospectus Supplement or as of the date hereof, or the Private Placement
Memoranda, as of the date of the Private Placement Memoranda or as of the date
hereof, included or includes any untrue statement of a material fact relating to
the Mortgage Loans or omitted or omits to state therein a material fact
necessary in order to make the statements therein relating to the Mortgage
Loans, in light of the circumstances under which they were made, not misleading.

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


                    [SIGNATURE APPEARS ON THE FOLLOWING PAGE]


      IN WITNESS WHEREOF, I have signed my name this ___ day of March, 2007.




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


<PAGE>


                                   SCHEDULE I

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

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

Paragraph 21(a) and (e):

None.


<PAGE>


                                   SCHEDULE II

                       MORTGAGED PROPERTY FOR WHICH OTHER
                      ENVIRONMENTAL INSURANCE IS MAINTAINED


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

Paragraph 21 (b) and (c):

None.