EXHIBIT 10.2

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

                                    PURCHASER

                        UBS REAL ESTATE SECURITIES INC.,

                                     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 UBS Real Estate Securities Inc., as
seller (the "Seller").

            Capitalized terms used in this Agreement not defined herein shall
have the meanings ascribed to them in the Pooling and Servicing Agreement dated
as of 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 $1,295,179,893.21
(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 (only with respect to
disclosure related to Items 1117 or 1119 of Regulation AB) on Schedule X and
Schedule Y of the Pooling and Servicing Agreement within the time periods set
forth in the Pooling and Servicing Agreement.

            SECTION 6. Representations and Warranties.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            (i) copies of the Seller's certificate of incorporation and by-laws,
      certified as of a recent date by the Secretary or Assistant Secretary of
      the Seller;

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

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

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

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

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

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

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

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

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

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

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

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

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

            SECTION 9. Expenses. The Seller will pay its pro rata share (the
Seller's pro rata share to be determined according to the percentage that the
aggregate principal balance as of the Cut-off Date of all the Mortgage Loans
represents in proportion to the aggregate principal balance as of the Cut-off
Date of all the mortgage loans to be included in the Trust Fund) of all costs
and expenses of the Purchaser in connection with the transactions contemplated
herein, including (without duplication thereof), but not limited to: (i) the
costs and expenses of the Purchaser in connection with the purchase of the
Mortgage Loans and other mortgage loans; (ii) the costs and expenses of
reproducing and delivering the Pooling and Servicing Agreement and printing (or
otherwise reproducing) and delivering the Certificates; (iii) the reasonable and
documented fees, costs and expenses of the Trustee and its counsel incurred in
connection with the Trustee entering into the Pooling and Servicing Agreement;
(iv) the fees and disbursements of a firm of certified public accountants
selected by the Purchaser and the Seller with respect to numerical information
in respect of the Mortgage Loans, other mortgage loans and the Certificates
included in the Prospectus, the Memoranda (as defined in the Indemnification
Agreement) and 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, UBS Real Estate Securities Inc.,
1285 Avenue of the Americas, New York, New York 10019, Attention: Mark Green,
fax number (212) 713-1050 and Attention: Jeffrey N. Lavine, fax number (212)
713-4062 and (iii) in the case of any of the preceding parties, such other
address or fax number as may hereafter be furnished to the other party in
writing by such party.

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

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

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

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

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

                                    * * * * * *

<PAGE>

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

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

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

                                      UBS REAL ESTATE SECURITIES INC., as Seller

                                      By: /s/ Adam Behlman
                                         ------------------------------------
                                         Name: Adam Behlman
                                         Title: Managing Director

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

<PAGE>

                                    EXHIBIT A

                             MORTGAGE LOAN SCHEDULE

             JPMCC 2007-LDP10
             Mortgage Loan Schedule (UBS)


<TABLE>
<CAPTION>
Loan #         Loan Seller
------         -----------
<S>            <C>
  21               UBS
  22               UBS
  23               UBS
  27               UBS
  28               UBS
  29               UBS
  31               UBS
  32               UBS
 32.01             UBS
 32.02             UBS
 32.03             UBS
 32.04             UBS
  51               UBS
  56               UBS
  57               UBS
 57.01             UBS
 57.02             UBS
  70               UBS
  71               UBS
 71.01             UBS
 71.02             UBS
 71.03             UBS
 71.04             UBS
 71.05             UBS
 71.06             UBS
 71.07             UBS
 71.08             UBS
 71.09             UBS
  76               UBS
  80               UBS
  86               UBS
  88               UBS
  92               UBS
  94               UBS
  97               UBS
  98               UBS
  105              UBS
105.01             UBS
105.02             UBS
105.03             UBS
  109              UBS
  114              UBS
  116              UBS
  119              UBS
119.01             UBS
119.02             UBS
119.03             UBS
  122              UBS
122.01             UBS
122.02             UBS
  124              UBS
  128              UBS
128.01             UBS
128.02             UBS
  133              UBS
  136              UBS
  137              UBS
  141              UBS
  150              UBS
  158              UBS
  160              UBS
  162              UBS
  168              UBS
  174              UBS
174.01             UBS
174.02             UBS
  181              UBS
181.01             UBS
181.02             UBS
  182              UBS
  189              UBS
  190              UBS
190.01             UBS
190.02             UBS
  194              UBS
  198              UBS
  201              UBS
201.01             UBS
201.02             UBS
  205              UBS
  210              UBS
  215              UBS
  217              UBS

<CAPTION>
 Loan #        Mortgagor Name
 ------        --------------
<S>            <C>
   21          SRI Eight Franklin Tower LLC
   22          Bayview II, LLC
   23          Rex Uniondale Hotel LLC
   27          Center West, A California Limited Partnership
   28          90 Broad Owner, LLC
   29          90-100 Trinity Owner LLC
   31          1515 Market Street Acquisition Partners, LP
   32          Art Mortgage Borrower PROPCO 2006-1B L.P., Art Mortgage Borrower OPCO 2006-1B L.P.
  32.01        Art Mortgage Borrower PROPCO 2006-1B L.P., Art Mortgage Borrower OPCO 2006-1B L.P.
  32.02        Art Mortgage Borrower PROPCO 2006-1B L.P., Art Mortgage Borrower OPCO 2006-1B L.P.
  32.03        Art Mortgage Borrower PROPCO 2006-1B L.P., Art Mortgage Borrower OPCO 2006-1B L.P.
  32.04        Art Mortgage Borrower PROPCO 2006-1B L.P., Art Mortgage Borrower OPCO 2006-1B L.P.
   51          Bronx Park East LLC
   56          TGP-Fair Oaks Plaza, LLC
   57          SRH Whispering Limited Partnership, SRH Boardwalk Apartments, LLC
  57.01        SRH Whispering Limited Partnership, SRH Boardwalk Apartments, LLC
  57.02        SRH Whispering Limited Partnership, SRH Boardwalk Apartments, LLC
   70          9-47 Hall Street Owner, LLC
   71          DEMCO 35 L.L.C., DEMCO II L.L.C., DEMCO IV L.L.C., DEMCO XIX L.L.C., Helm Investment Company L.L.C., Keel Investments
               L.L.C., MWIP Development L.L.C. and PM Associates II L.L.C.
  71.01        DEMCO 35 L.L.C., DEMCO II L.L.C., DEMCO IV L.L.C., DEMCO XIX L.L.C., Helm Investment Company L.L.C., Keel Investments
               L.L.C., MWIP Development L.L.C. and PM Associates II L.L.C.
  71.02        DEMCO 35 L.L.C., DEMCO II L.L.C., DEMCO IV L.L.C., DEMCO XIX L.L.C., Helm Investment Company L.L.C., Keel Investments
               L.L.C., MWIP Development L.L.C. and PM Associates II L.L.C.
  71.03        DEMCO 35 L.L.C., DEMCO II L.L.C., DEMCO IV L.L.C., DEMCO XIX L.L.C., Helm Investment Company L.L.C., Keel Investments
               L.L.C., MWIP Development L.L.C. and PM Associates II L.L.C.
  71.04        DEMCO 35 L.L.C., DEMCO II L.L.C., DEMCO IV L.L.C., DEMCO XIX L.L.C., Helm Investment Company L.L.C., Keel Investments
               L.L.C., MWIP Development L.L.C. and PM Associates II L.L.C.
  71.05        DEMCO 35 L.L.C., DEMCO II L.L.C., DEMCO IV L.L.C., DEMCO XIX L.L.C., Helm Investment Company L.L.C., Keel Investments
               L.L.C., MWIP Development L.L.C. and PM Associates II L.L.C.
  71.06        DEMCO 35 L.L.C., DEMCO II L.L.C., DEMCO IV L.L.C., DEMCO XIX L.L.C., Helm Investment Company L.L.C., Keel Investments
               L.L.C., MWIP Development L.L.C. and PM Associates II L.L.C.
  71.07        DEMCO 35 L.L.C., DEMCO II L.L.C., DEMCO IV L.L.C., DEMCO XIX L.L.C., Helm Investment Company L.L.C., Keel Investments
               L.L.C., MWIP Development L.L.C. and PM Associates II L.L.C.
  71.08        DEMCO 35 L.L.C., DEMCO II L.L.C., DEMCO IV L.L.C., DEMCO XIX L.L.C., Helm Investment Company L.L.C., Keel Investments
               L.L.C., MWIP Development L.L.C. and PM Associates II L.L.C.
  71.09        DEMCO 35 L.L.C., DEMCO II L.L.C., DEMCO IV L.L.C., DEMCO XIX L.L.C., Helm Investment Company L.L.C., Keel Investments
               L.L.C., MWIP Development L.L.C. and PM Associates II L.L.C.
   76          Oakmead Terrace LLC
   80          Southbay Marketplace Holdings, LLC
   86          APHM North Charleston, LLC
   88          Broadway Sky, LLC
   92          15 W. 39th St. NY LLC
   94          DEA Jericho LLC
   97          260 West 36 Associates, LLC
   98          MOB Real Estate Holdings, LLC
   105         Yorktown 1031 LLC
 105.01        Yorktown 1031 LLC
 105.02        Yorktown 1031 LLC
 105.03
   109         Delray Square, LLC
   114         961 Southern Boulevard Partners LLC
   116         Wall Street Hospitality, Ltd.
   119         Maplewood 1031 LLC
 119.01        Maplewood 1031 LLC
 119.02        Maplewood 1031 LLC
 119.03        Maplewood 1031 LLC
   122         FLSD Trust Associates II, LLC, B&G Ormond Beach Land Trust, Bray & Gillespie LLC LVII, Bray & Gillespie LLC LVIII
 122.01        FLSD Trust Associates II, LLC, B&G Ormond Beach Land Trust, Bray & Gillespie LLC LVII, Bray & Gillespie LLC LVIII
 122.02        FLSD Trust Associates II, LLC, B&G Ormond Beach Land Trust, Bray & Gillespie LLC LVII, Bray & Gillespie LLC LVIII
   124         4600 Vegas Drive, LLC
   128         Woodman 1031 PA Limited Partnership, Woodman 1031, LLC
 128.01        Woodman 1031 PA Limited Partnership, Woodman 1031, LLC
 128.02        Woodman 1031 PA Limited Partnership, Woodman 1031, LLC
   133         308 E. Lancaster Associates, L.P.
   136         Racetrack Plaza LLC
   137         Litke O'Farrell, LLC
   141         Harvest 200 Wireless Boulevard, LLC
   150         166 Realty Associates LLC
   158         Heritage Rock Offices, Ltd.
   160         Harvest 263 Old Country Road, LLC
   162         SCFW, LLC; JKFW, LLC; EKFW, LLC; FWJES, LLC; DSFW, LLC
   168         Sarasota Storage, L.P.
   174         ACV RAD06 Three, LLC
 174.01        ACV RAD06 Three, LLC
 174.02        ACV RAD06 Three, LLC
   181         Rensor Realty Corp.
 181.01        Rensor Realty Corp.
 181.02        Rensor Realty Corp.
   182         Americana Plaza Associates, LLC
   189         Cap Buncombe, LLC
   190         ACV RAD06 Two, LLC
 190.01        ACV RAD06 Two, LLC
 190.02        ACV RAD06 Two, LLC
   194         LRF Whippany Associates, L.L.C.
   198         Harvest 336 South Service Road, LLC
   201         ACV RAD06 One, LLC
 201.01
 201.02
   205         First Reservoir, LLC
   210         Belle Terre Associates, LLC
   215         Harvest 645 Stewart Avenue, LLC
   217         Smith WG, LLC

<CAPTION>
 Loan #        Property Address                                        City                                  State
 ------        ----------------                                        ----                                  -----
<S>            <C>                                                     <C>                                   <C>
   21          1401 Eye Street, NW                                     Washington                              DC
   22          1255 Pale San Vitores Road                              Tumon                                   GU
   23          101 James Doolittle Boulevard                           Uniondale                               NY
   27          10877 Wilshire Boulevard                                Los Angeles                             CA
   28          90 Broad Street                                         New York                                NY
   29          90-100 Trinity Place                                    New York                                NY
   31          1515 Market Street                                      Philadelphia                            PA
   32          Various                                                 Various                              Various
  32.01        1845 Westgate Parkway SW                                Atlanta                                 GA
  32.02        500 John F. Varley Court                                Atlanta                                 GA
  32.03        18531 US Route 20 West                                  East Dubuque                            IL
  32.04        3801 East Princess Anne Road                            Norfolk                                 VA
   51          2700-2800 Bronx Park East                               Bronx                                   NY
   56          11350 Random Hills Road                                 Fairfax                                 VA
   57          Various                                                 Various                                 FL
  57.01        4550 NW 36th Street                                     Lauderdale Lakes                        FL
  57.02        2915 NW 60th Avenue                                     Sunrise                                 FL
   70          9-47 Hall Street                                        Brooklyn                                NY
   71          Various                                                 Plymouth                                MI
  71.01        47912 Halyard Drive                                     Plymouth                                MI
  71.02        14909 Beck Road                                         Plymouth                                MI
  71.03        47799 Halyard Drive                                     Plymouth                                MI
  71.04        44191 Plymouth Oaks Boulevard                           Plymouth                                MI
  71.05        39555 Schoolcraft Road                                  Plymouth                                MI
  71.06        15111 Keel Street                                       Plymouth                                MI
  71.07        45501 Helm Street                                       Plymouth                                MI
  71.08        14744 Jib Street                                        Plymouth                                MI
  71.09        45550 Helm Street                                       Plymouth                                MI
   76          1230-1290 Oakmead Parkway                               Sunnyvale                               CA
   80          3400-3470 Highland Avenue                               National City                           CA
   86          4770 Goer Drive                                         Charleston                              SC
   88          1691-1695 Broadway                                      New York                                NY
   92          15 West 39th Street                                     New Yok                                 NY
   94          125 and 131 Jericho Turnpike                            Jericho                                 NY
   97          260 West 36th Street                                    New York                                NY
   98          Northwest Michigan Surgery Center                       Traverse City                           MI
   105         Various                                                 Various                              Various
 105.01        900 Main Avenue                                         Moorhead                                MN
 105.02        511 West Williams Street                                Apex                                    NC
 105.03
   109         4771 West Atlantic Avenue                               Delray Beach                            FL
   114         961-979 Southern Boulevard                              Bronx                                   NY
   116         117 West Wall Street                                    Midland                                 TX
   119         Various                                                 Various                              Various
 119.01        845 North Federal Boulevard                             Riverton                                WY
 119.02        Northeast Corner of Broadway and 109th Street           Crown Point                             IN
 119.03        Southwest Corner of Monroe Street & Western Street      Mexico                                  MO
   122         Various                                                 Ormond Beach                            FL
 122.01        295 South Atlantic Ave                                  Ormond Beach                            FL
 122.02        507 South Atlantic Ave                                  Ormond Beach                            FL
   124         4600 Vegas Drive                                        Las Vegas                               NV
   128         Various                                                 Various                              Various
 128.01        133 West 8th Street                                     Homestead                               PA
 128.02        2498 Second Loop Road                                   Florence                                SC
   133         308 East Lancaster Avenue                               Wynnewood                               PA
   136         732 South Racetrack Road                                Henderson                               NV
   137         180 - 190 O'Farrell Street                              San Francisco                           CA
   141         200 Wireless Boulevard                                  Hauppauge                               NY
   150         166 West 125th Street                                   New Yok                                 NY
   158         2310-2340 West Interstate 20                            Arlington                               TX
   160         263 Old Country Road                                    Melville                                NY
   162         1912 Whitley Avenue & 6651 Franklin Avenue              Los Angeles                             CA
   168         619 Cattlemen Road                                      Sarasota                                FL
   174         Various                                                 Various                              Various
 174.01        6101 North Broad Street                                 Philadelphia                            PA
 174.02        21 South Hope Chapel Road                               Jackson                                 NJ
   181         Various                                                 Various                                 FL
 181.01        801-803 Las Olas Boulevard                              Fort Lauderdale                         FL
 181.02        151 North County Road                                   Palm Beach                              FL
   182         2001 Americana Boulevard                                Orlando                                 FL
   189         1232 West Wade Hampton Boulevard                        Greenville                              SC
   190         Various                                                 Various                              Various
 190.01        104 Pedro Way                                           Winchester                              KY
 190.02        455 West Main Street                                    Middletown                              DE
   194         7930 Beltline Road                                      Dallas                                  TX
   198         336 South Service Road                                  Melville                                NY
   201         Various                                                 Louisville                              KY
 201.01        7500 Terry Road                                         Louisville                              KY
 201.02        7700 Shepherdsville Road                                Louisville                              KY
   205         One Reservoir Avenue                                    Providence                              RI
   210         1475 Palm Coast Parkway                                 Palm Coast                              FL
   215         645 Stewart Avenue                                      Garden City                             NY
   217         330 Southwest Ward Road                                 Lee's Summit                            MO

<CAPTION>
 Loan #        Zip Code         County                  Property Name                                           Size
 ------        --------         ------                  -------------                                           ----
<S>            <C>              <C>                     <C>                                                     <C>
   21           20005           Washington              Franklin Tower                                                216192
   22           96913           Guam                    Outrigger Guam Resort                                           600
   23           11553           Nassau                  Long Island Marriott and Conference Center                      618
   27           90024           Los Angeles             Center West                                                   344673
   28           10004           New York                90 Broad Street                                               392989
   29           10006           New York                90-100 Trinity Place                                          186445
   31           19102           Philadelphia            1515 Market Street                                            507180
   32          Various          Various                 Americold Pool 1                                              736220
  32.01         30336           Fulton                  1845 Westgate Parkway SW                                      262835
  32.02         30336           Fulton                  500 John F. Varley Court                                      158714
  32.03         61025           Jo Davies               18531 U.S. 20 West                                            208466
  32.04         23502           Norfolk                 3801 East Princess Anne Road                                  106205
   51           10467           New York                2700-2800 Bronx Park East                                       702
   56           22030           Fairfax                 Fair Oaks Plaza                                               177786
   57          Various          Broward                 Sawyer Portfolio                                                625
  57.01         33319           Broward                 Whispering Palms                                                315
  57.02         33313           Broward                 Boardwalk at Inverrary                                          310
   70           11205           New York                Hall Street                                                   554610
   71           48170           Wayne                   Demattia Portfolio                                            365020
  71.01         48170           Wayne                   Johnson Controls                                               87100
  71.02         48170           Wayne                   Flint Group                                                    50025
  71.03         48170           Wayne                   Dow Corning                                                    36750
  71.04         48170           Wayne                   Plymouth Oaks I                                                49895
  71.05         48170           Wayne                   City Transfer                                                  63250
  71.06         48170           Wayne                   Karmann                                                        40450
  71.07         48170           Wayne                   R.A. DeMattia                                                  15000
  71.08         48170           Wayne                   Tri-Star Fire Protection                                       16400
  71.09         48170           Wayne                   Limbach Facility                                               6150
   76           94085           Santa Clara             Oakmead Terrace                                               134228
   80           91950           San Diego               Southbay Marketplace                                          132873
   86           29406           Charleston              Sheraton Charleston                                             289
   88           10019           New York                1691 Broadway                                                   28
   92           10018           New York                15 West 39th Street                                            81825
   94           11753           Nassau                  Jericho Office Park                                           103580
   97           10018           New York                260 West 36th Street                                           85879
   98           49684           Grand Traverse          Northwest Michigan Surgery Center                              53756
   105         Various          Various                 Walgreens Hermilin Portfolio III                               43860
 105.01         56560           Clay                    900 Main Avenue                                                14490
 105.02         27502           Wake                    511 West Williams Street                                       14820
 105.03
   109          33445           Palm Beach              Delray Square                                                 113175
   114          10459           New York                961-979 Southern Boulevard                                     27320
   116          79701           Midland                 Hilton Midland Plaza                                            258
   119         Various          Various                 Walgreens Hermilin Portfolio II                                44460
 119.01         82501           Fremont                 845 North Federal Boulevard                                    14820
 119.02         46307           Lake                    NE Corner of Broadway and 109th Street                         14820
 119.03         65265           Audrain                 SW Corner of Monroe Street & Western Avenue                    14820
   122          32176           Volusia                 Ormond Beach Portfolio                                          101
 122.01         32176           Volusia                 Quality Inn & Suites on the Beach                               54
 122.02         32176           Volusia                 Comfort Inn on the Beach                                        47
   124          89108           Clark                   Sagebrook Apartments - Las Vegas, NV                            192
   128         Various          Various                 Walgreens Hermilin Portfolio I                                 29100
 128.01         15120           Allegheny               133 West 8th Street                                            14550
 128.02         29501           Florence                2498 Second Loop Road                                          14550
   133          19096           Montgomery              308 East Lancaster Avenue                                      51581
   136          89015           Clark                   K-Mart Henderson, NV                                          114231
   137          94102           San Francisco           180 - 190 O'Farrell Street                                     28547
   141          11788           Suffolk                 200 Wireless Boulevard                                         54333
   150          10027           New York                166 West 125th Street                                          7500
   158          76017           Tarrant                 Heritage Rock I & II                                           40765
   160          11747           Suffolk                 263 Old Country Road                                           62500
   162          90068           Los Angeles             Franklin Avenue & Whitley Avenue                                45
   168          34327           Sarasota                Metro Self Storage - Sarasota                                   622
   174         Various          Various                 Rite Aid Portfolio III                                         29345
 174.01         19141           Philadelphia            6101 North Broad Street                                        14660
 174.02         08527           Ocean                   21 South Hope Chapel Road                                      14685
   181         Various          Various                 Florida Retail Portfolio                                       9978
 181.01         33301           Broward                 801-803 Las Olas Boulevard                                     4778
 181.02         33480           Palm Beach              151 North County Road                                          5200
   182          34759           Orange                  Americana Plaza Shopping Center                               106458
   189          29650           Greenville              Walgreens - Greer                                              14550
   190         Various          Various                 Rite Aid Portfolio II                                          29254
 190.01         40391           Clark                   104 Pedro Way                                                  14637
 190.02         19709           New Castle County       455 West Main Street                                           14617
   194          75254           Dallas                  Walgreens - Dallas                                             15120
   198          11747           Suffolk                 336 South Service Road                                         43600
   201         Various          Jefferson               Rite Aid Portfolio I                                           22360
 201.01         40258           Jefferson               7500 Terry Road                                                11203
 201.02         40219           Jefferson               7700 Shepherdsville Road                                       11157
   205          02907           Providence              One Reservoir Avenue                                           25000
   210          32137           Flagler                 Belle Terre Shoppes                                            13600
   215          11530           Nassau                  645 Stewart Avenue                                             35552
   217          64081           Jackson                 Walgreens - Lee's Summit                                       13871

<CAPTION>
 Loan #        Measure       Interest Rate (%)    Net Mortgage Interest Rate   Original Balance    Cutoff Balance   Term   Rem. Term
 ------        -------       -----------------    --------------------------   ----------------    --------------   ----   ---------
<S>            <C>           <C>                  <C>                           <C>                 <C>              <C>    <C>
   21         Square Feet       5.67500           5.65461                        105,000,000         105,000,000        60        60
   22            Rooms          6.98000           6.95961                        105,000,000         105,000,000       120       120
   23            Rooms          6.11850           6.09811                        103,500,000         103,500,000       120       119
   27         Square Feet       5.40000           5.37961                         90,000,000          90,000,000       120       118
   28         Square Feet       5.29250           5.27211                         86,000,000          86,000,000        84        82
   29         Square Feet       6.11841           6.09802                         82,000,000          82,000,000       120       119
   31         Square Feet       5.82800           5.80761                         70,000,000          70,000,000        60        58
   32         Square Feet       5.43350           5.41311                         65,700,000          65,700,000       120       117
  32.01       Square Feet       5.43350           5.43350                         21,000,000          21,000,000       120       117
  32.02       Square Feet       5.43350           5.43350                         20,000,000          20,000,000       120       117
  32.03       Square Feet       5.43350           5.43350                         18,000,000          18,000,000       120       117
  32.04       Square Feet       5.43350           5.43350                          6,700,000           6,700,000       120       117
   51            Units          5.53650           5.51611                         52,000,000          52,000,000       120       120
   56         Square Feet       5.52000           5.49961                         44,300,000          44,300,000       120       119
   57            Units          5.99000           5.96961                         43,000,000          43,000,000       120       117
  57.01          Units          5.99000           5.99000                         21,960,000          21,960,000       120       117
  57.02          Units          5.99000           5.99000                         21,040,000          21,040,000       120       117
   70         Square Feet       5.53500           5.51461                         30,000,000          30,000,000       120       120
   71         Square Feet       5.79500           5.77461                         28,525,000          28,525,000       120       118
  71.01       Square Feet       5.79500           5.79500                          7,929,117           7,929,117       120       118
  71.02       Square Feet       5.79500           5.79500                          5,946,838           5,946,838       120       118
  71.03       Square Feet       5.79500           5.79500                          3,726,685           3,726,685       120       118
  71.04       Square Feet       5.79500           5.79500                          3,409,521           3,409,521       120       118
  71.05       Square Feet       5.79500           5.79500                          3,250,938           3,250,938       120       118
  71.06       Square Feet       5.79500           5.79500                          1,942,634           1,942,634       120       118
  71.07       Square Feet       5.79500           5.79500                          1,086,289           1,086,289       120       118
  71.08       Square Feet       5.79500           5.79500                            626,400             626,400       120       118
  71.09       Square Feet       5.79500           5.79500                            606,578             606,578       120       118
   76         Square Feet       5.80200           5.78161                         24,800,000          24,800,000       120       119
   80         Square Feet       5.47700           5.45661                         23,000,000          23,000,000       120       119
   86            Rooms          6.51000           6.48961                         19,050,000          19,050,000        60        57
   88            Units          5.64800           5.62761                         18,000,000          18,000,000       120       118
   92         Square Feet       5.86000           5.83961                         17,000,000          17,000,000       120       119
   94         Square Feet       5.65500           5.63461                         15,600,000          15,600,000       120       119
   97         Square Feet       5.85600           5.83561                         15,000,000          15,000,000       120       119
   98         Square Feet       5.87000           5.84961                         14,500,000          14,433,763       120       118
   105        Square Feet       5.66200           5.64161                         13,320,000          13,320,000       120       120
 105.01       Square Feet       5.66200           5.66200                          4,520,000           4,520,000       120       120
 105.02       Square Feet       5.66200           5.66200                          4,640,000           4,640,000       120       120
 105.03
   109        Square Feet       5.39900           5.37861                         13,000,000          13,000,000       120       120
   114        Square Feet       5.74000           5.71961                         12,000,000          12,000,000       120       120
   116           Rooms          5.99000           5.96961                         12,000,000          11,978,664       120       119
   119        Square Feet       5.67000           5.64961                         11,440,000          11,440,000       120       120
 119.01       Square Feet       5.67000           5.67000                          3,920,000           3,920,000       120       120
 119.02       Square Feet       5.67000           5.67000                          3,920,000           3,920,000       120       120
 119.03       Square Feet       5.67000           5.67000                          3,600,000           3,600,000       120       120
   122           Rooms          6.80500           6.78461                         11,200,000          11,181,508        60        59
 122.01          Rooms          6.80500           6.80500                          6,742,480           6,731,347        60        59
 122.02          Rooms          6.80500           6.80500                          4,457,520           4,450,160        60        59
   124           Units          5.85000           5.82961                         10,600,000          10,600,000        60        60
   128        Square Feet       5.67700           5.65661                         10,048,000          10,048,000       120       120
 128.01       Square Feet       5.67700           5.67700                          5,760,000           5,760,000       120       120
 128.02       Square Feet       5.67700           5.67700                          4,288,000           4,288,000       120       120
   133        Square Feet       5.87000           5.84961                          9,650,000           9,650,000       120       118
   136        Square Feet       5.51000           5.48961                          9,000,000           9,000,000       120       120
   137        Square Feet       5.87000           5.84961                          8,500,000           8,500,000       120       120
   141        Square Feet       5.87000           5.84961                          8,200,000           8,200,000       120       119
   150        Square Feet       5.77000           5.74961                          7,000,000           7,000,000       120       120
   158        Square Feet       5.66000           5.63961                          6,400,000           6,385,422       120       118
   160        Square Feet       5.87000           5.84961                          6,300,000           6,300,000       120       119
   162           Units          5.61000           5.58961                          6,200,000           6,200,000       120       119
   168           Units          5.79200           5.77161                          5,960,000           5,960,000       120       119
   174        Square Feet       6.01500           5.99461                          5,525,000           5,525,000       120       118
 174.01       Square Feet       6.01500           6.01500                          3,575,000           3,575,000       120       118
 174.02       Square Feet       6.01500           6.01500                          1,950,000           1,950,000       120       118
   181        Square Feet       5.79200           5.77161                          5,000,000           5,000,000       120       120
 181.01       Square Feet       5.79200           5.79200                          2,600,000           2,600,000       120       120
 181.02       Square Feet       5.79200           5.79200                          2,400,000           2,400,000       120       120
   182        Square Feet       6.13000           6.10961                          5,000,000           4,993,442       120       119
   189        Square Feet       6.18000           6.15961                          4,250,000           4,250,000       120       118
   190        Square Feet       6.01500           5.99461                          4,235,000           4,235,000       120       118
 190.01       Square Feet       6.01500           6.01500                          2,382,500           2,382,500       120       118
 190.02       Square Feet       6.01500           6.01500                          1,852,500           1,852,500       120       118
   194        Square Feet       5.53250           5.51211                          4,000,000           4,000,000       120       120
   198        Square Feet       5.99500           5.97461                          3,800,000           3,800,000        60        59
   201        Square Feet       6.01500           5.99461                          3,740,000           3,740,000       120       118
 201.01       Square Feet       6.01500           6.01500                          2,003,570           2,003,570       120       118
 201.02       Square Feet       6.01500           6.01500                          1,736,430           1,736,430       120       118
   205        Square Feet       5.63200           5.61161                          3,400,000           3,393,746       120       119
   210        Square Feet       5.85800           5.83761                          3,100,000           3,093,142       120       118
   215        Square Feet       5.87000           5.84961                          2,700,000           2,700,000       120       119
   217        Square Feet       5.69000           5.66961                          2,600,000           2,600,000       120       118

<CAPTION>
 Loan #       Maturity/ARD Date   Amort. Ter     Rem. Amort    Monthly Debt Service       Servicing Fee Rate            Accrual Type
 ------       -----------------   ----------     ----------    --------------------       ------------------            ------------
<S>           <C>                 <C>            <C>           <C>                        <C>                           <C>
   21         03/09/12             0                 0                503,459                  0.02000                   Actual/360
   22         03/11/17            360               360               697,158                  0.02000                   Actual/360
   23         02/10/17             0                 0                535,050                  0.02000                   Actual/360
   27         01/10/17             0                 0                410,625                  0.02000                   Actual/360
   28         01/10/14             0                 0                384,564                  0.02000                   Actual/360
   29         02/09/17             0                 0                423,898                  0.02000                   Actual/360
   31         01/09/12             0                 0                344,688                  0.02000                   Actual/360
   32         12/11/16             0                 0                301,616                  0.02000                   Actual/360
  32.01       12/11/16             0                 0                                         0.00000
  32.02       12/11/16             0                 0                                         0.00000
  32.03       12/11/16             0                 0                                         0.00000
  32.04       12/11/16             0                 0                                         0.00000
   51         03/10/17             0                 0                243,247                  0.02000                   Actual/360
   56         02/09/17             0                 0                206,610                  0.02000                   Actual/360
   57         12/09/16             0                 0                217,623                  0.02000                   Actual/360
  57.01       12/09/16             0                 0                                         0.00000
  57.02       12/09/16             0                 0                                         0.00000
   70         03/09/17             0                 0                140,297                  0.02000                   Actual/360
   71         01/09/17            360               360               167,280                  0.02000                   Actual/360
  71.01       01/09/17            360               360                                        0.00000
  71.02       01/09/17            360               360                                        0.00000
  71.03       01/09/17            360               360                                        0.00000
  71.04       01/09/17            360               360                                        0.00000
  71.05       01/09/17            360               360                                        0.00000
  71.06       01/09/17            360               360                                        0.00000
  71.07       01/09/17            360               360                                        0.00000
  71.08       01/09/17            360               360                                        0.00000
  71.09       01/09/17            360               360                                        0.00000
   76         02/09/17             0                 0                121,573                  0.02000                   Actual/360
   80         02/10/17             0                 0                106,434                  0.02000                   Actual/360
   86         12/09/11             0                 0                104,782                  0.02000                   Actual/360
   88         01/10/17             0                 0                 85,897                  0.02000                   Actual/360
   92         02/09/17             0                 0                 84,170                  0.02000                   Actual/360
   94         02/09/17             0                 0                 74,536                  0.02000                   Actual/360
   97         02/09/17             0                 0                 74,217                  0.02000                   Actual/360
   98         01/09/17            240               238               102,798                  0.02000                   Actual/360
   105        03/09/17             0                 0                 63,721                  0.02000                   Actual/360
 105.01       03/09/17             0                 0                                         0.00000
 105.02       03/09/17             0                 0                                         0.00000
 105.03
   109        03/09/17             0                 0                 59,302                  0.02000                   Actual/360
   114        03/09/17             0                 0                 58,197                  0.02000                   Actual/360
   116        02/09/17            300               299                77,243                  0.02000                   Actual/360
   119        03/09/17             0                 0                 54,805                  0.02000                   Actual/360
 119.01       03/09/17             0                 0                                         0.00000
 119.02       03/09/17             0                 0                                         0.00000
 119.03       03/09/17             0                 0                                         0.00000
   122        02/10/12            300               299                77,772                  0.02000                   Actual/360
 122.01       02/10/12            300               299                                        0.00000
 122.02       02/10/12            300               299                                        0.00000
   124        03/10/12             0                 0                 52,393                  0.02000                   Actual/360
   128        03/09/17             0                 0                 48,196                  0.02000                   Actual/360
 128.01       03/09/17             0                 0                                         0.00000
 128.02       03/09/17             0                 0                                         0.00000
   133        01/09/17             0                 0                 47,860                  0.02000                   Actual/360
   136        03/09/17             0                 0                 41,899                  0.02000                   Actual/360
   137        03/09/17             0                 0                 42,157                  0.02000                   Actual/360
   141        02/09/17            360               360                48,480                  0.02000                     30/360
   150        03/09/17             0                 0                 34,126                  0.02000                   Actual/360
   158        01/09/17            361               359                36,960                  0.02000                   Actual/360
   160        02/09/17             0                 0                 30,818                  0.02000                     30/360
   162        02/09/17             0                 0                 29,408                  0.02000                   Actual/360
   168        02/09/17             0                 0                 29,166                  0.02000                   Actual/360
   174        01/09/17             0                 0                 28,079                  0.02000                   Actual/360
 174.01                            0                 0                                         0.00000
 174.02                            0                 0                                         0.00000
   181        03/09/17            360               360                29,312                  0.02000                   Actual/360
 181.01                           360               360                                        0.00000
 181.02                           360               360                                        0.00000
   182        02/09/17            360               359                30,397                  0.02000                   Actual/360
   189        01/09/17             0                 0                 22,191                  0.02000                   Actual/360
   190        01/09/17             0                 0                 21,523                  0.02000                   Actual/360
 190.01       01/09/17             0                 0                                         0.00000
 190.02       01/09/17             0                 0                                         0.00000
   194        03/10/17            360               360                22,793                  0.02000                   Actual/360
   198        02/09/12             0                 0                 18,984                  0.02000                     30/360
   201        01/09/17             0                 0                 19,007                  0.02000                   Actual/360
 201.01       01/09/17             0                 0                                         0.00000
 201.02       01/09/17             0                 0                                         0.00000
   205        02/09/17            300               299                21,148                  0.02000                   Actual/360
   210        01/09/17            360               358                18,304                  0.02000                   Actual/360
   215        02/09/17             0                 0                 13,208                  0.02000                     30/360
   217        01/09/17             0                 0                 12,500                  0.02000                   Actual/360

<CAPTION>
 Loan #         ARD (Y/N)   ARD Step Up(%)    Title Type   Cross Loan   Originator/Loan Seller   Guarantor
 ------         ---------   --------------    ----------   ----------   ----------------------   ---------
<S>             <C>         <C>               <C>          <C>          <C>                      <C>
   21             No                             Fee                    UBS                      SRI Eight Franklin Tower LLC
   22             No                             Fee                    UBS                      Michael Ysrael, Alfred Ysrael
   23             No                          Leasehold                 UBS                      Rex New Venture Properties, LLC
   27             No                          Leasehold                 UBS                      Kambiz Hekmat
   28             No                             Fee                    UBS                      Swig Equities/JPIM
   29             No                             Fee                    UBS                      Joseph Chetrit
   31             No                             Fee                    UBS                      James L. Paterno
   32             No                             Fee                    UBS                      Americold Realty Trust, L.P.
  32.01           No                             Fee                    UBS
  32.02           No                             Fee                    UBS
  32.03           No                             Fee                    UBS
  32.04           No                             Fee                    UBS
   51             No                             Fee                    UBS                      Chaim Schweid
   56             No                             Fee                    UBS                      TPG/CalSTRS, LLC
   57             No                             Fee                    UBS                      David Rosenburg, Dale Okonow
  57.01           No                             Fee                    UBS
  57.02           No                             Fee                    UBS
   70             No                             Fee                    UBS                      Rubin Schron, Abraham Fruchthandler
   71             No                             Fee                    UBS                      Robert A. DeMattia
  71.01           No                             Fee                    UBS
  71.02           No                             Fee                    UBS
  71.03           No                             Fee                    UBS
  71.04           No                             Fee                    UBS
  71.05           No                             Fee                    UBS
  71.06           No                             Fee                    UBS
  71.07           No                             Fee                    UBS
  71.08           No                             Fee                    UBS
  71.09           No                             Fee                    UBS
   76             No                             Fee                    UBS                      James M. Pollock
   80             No                             Fee                    UBS                      Ernest Rady Trust, UDT dated March
                                                                                                 10, 1983, as amended
   86             No                             Fee                    UBS                      Michael Gallegos
   88             No                             Fee                    UBS                      Shmuel Bar-or
   92             No                             Fee                    UBS                      Show Lain C. Cheng
   94             No                        Fee/Leasehold               UBS                      Donald E. Axinn
   97             No                             Fee                    UBS                      Marc Monasebian
   98             No                             Fee                    UBS                      ACS Realty
   105            No                             Fee       C            UBS                      Brian Hermelin
 105.01           No                             Fee                    UBS
 105.02           No                             Fee                    UBS
 105.03
   109            No                             Fee                    UBS                      Jeffrey Rosenberg, Bruce Weiner
   114            No                             Fee                    UBS                      Ruth Jemal, Samuel Steven Jemal,
                                                                                                 Abraham Alan Jemal, M. Cohen Family
                                                                                                 Limited Partnership, Cheney Family
                                                                                                 Limited Partnership, Morris Cohen,
                                                                                                 Nat Cheney
   116            No                        Fee/Leasehold               UBS                      Noorali A. Karim
   119            No                             Fee       C            UBS                      Brian Hermelin
 119.01           No                             Fee                    UBS
 119.02           No                             Fee                    UBS
 119.03           No                             Fee                    UBS
   122            No                             Fee                    UBS                      Charles A. Bray, Joseph G.
                                                                                                 Gillespie
 122.01           No                             Fee                    UBS
 122.02           No                             Fee                    UBS
   124            No                             Fee                    UBS                      MHE Properties, LLC -
                                                                                                 Myron Liberman
   128            No                             Fee       C            UBS                      Brian Hermelin
 128.01           No                             Fee                    UBS
 128.02           No                             Fee                    UBS
   133            No                             Fee                    UBS                      Mark I. Solomon, Morey H. Goldberg,
                                                                                                 Paul Silberberg, William A. Landman
   136            No                             Fee                    UBS                      Ivor Braka
   137            No                             Fee                    UBS                      Litke Properties
   141            No                             Fee                    UBS                      Mark Hamer
   150            No                             Fee                    UBS                      Ruth Jemal, Samuel Steven Jemal,
                                                                                                 Abraham Alan Jemal, M. Cohen Family
                                                                                                 Limited Partnership, Cheney Family
                                                                                                 Limited Partnership, Morris Cohen,
                                                                                                 Nat Cheney
   158            No                             Fee                    UBS                      Michael H. Patterson
   160            No                             Fee                    UBS                      Mark Hamer
   162            No                             Fee                    UBS                      Jeffrey Kandel, Stanley Kandel
   168            No                             Fee                    UBS                      Metro JV Fund II LLC, CLPF - Metro
                                                                                                 JV, L.P.
   174            No                           Various                  UBS                      David R. Grieve
 174.01           No                             Fee                    UBS
 174.02           No                          Leasehold                 UBS
   181            No                             Fee                    UBS                      Charles Rosner
 181.01           No                             Fee                    UBS
 181.02           No                             Fee                    UBS
   182            No                             Fee                    UBS                      F. Davis Camalier
   189            No                             Fee                    UBS                      David Glenn
   190            No                           Various                  UBS                      David R. Grieve
 190.01           No                             Fee                    UBS
 190.02           No                          Leasehold                 UBS
   194            No                             Fee                    UBS                      Robert Slater, Fredric Slater
   198            No                             Fee                    UBS                      Mark Hamer
   201            No                           Various                  UBS                      David R. Grieve
 201.01           No                             Fee                    UBS
 201.02           No                          Leasehold                 UBS
   205            No                             Fee                    UBS                      Joseph R. Paolino Jr.
   210            No                             Fee                    UBS                      Charles Lichtigman
   215            No                             Fee                    UBS                      Mark Hamer
   217            No                             Fee                    UBS                       Gilbert I. Smith

<CAPTION>
                                                            UPFRONT ESCROW
         ---------------------------------------------------------------------------------------------------------------------
Loan #   Letter of Credit     Upfront CapEx Reserve    Upfront Eng. Reserve    Upfront Envir. Reserve    Upfront TI/LC Reserve
------   ----------------     ---------------------    --------------------    ----------------------    ---------------------
<S>      <C>                  <C>                      <C>                     <C>                       <C>
    21                                         0.00                    0.00                      0.00                     0.00
    22                                         0.00                    0.00                      0.00                     0.00
    23    No                          20,000,000.00                    0.00                      0.00                     0.00
    27    No                                   0.00                    0.00                      0.00                     0.00
    28    No                           2,060,000.00                    0.00                      0.00             5,270,000.00
    29    No                                   0.00                    0.00                 25,000.00                     0.00
    31    No                           2,285,000.00                    0.00                      0.00             6,925,910.00
    32    No                                   0.00                    0.00                      0.00                     0.00
 32.01
 32.02
 32.03
 32.04
    51    No                                   0.00                    0.00                      0.00                     0.00
    56    No                           1,800,000.00                    0.00                      0.00             3,500,000.00
    57    No                              13,020.83              356,500.00                      0.00                     0.00
 57.01
 57.02
    70    No                                   0.00                    0.00                      0.00                     0.00
    71    No                                   0.00               86,294.00                      0.00                16,453.30
 71.01
 71.02
 71.03
 71.04
 71.05
 71.06
 71.07
 71.08
 71.09
    76    No                               2,237.13                    0.00                      0.00               500,000.00
    80    No                                   0.00                    0.00                      0.00                     0.00
    86    No                              29,793.83                    0.00                      0.00                     0.00
    88    No                                   0.00                    0.00                      0.00                     0.00
    92    No                                   0.00                    0.00                      0.00                     0.00
    94    No                               1,726.33               51,250.00                      0.00                 8,631.67
    97    No                                   0.00                    0.00                      0.00                     0.00
    98    No                                   0.00                    0.00                      0.00                     0.00
   105    No                                   0.00                    0.00                      0.00                     0.00
105.01
105.02
105.03
   109    No                                   0.00                    0.00                      0.00                     0.00
   114    No                                   0.00                    0.00                      0.00                     0.00
   116    No                              46,035.33                    0.00                      0.00                     0.00
   119    No                                   0.00                    0.00                      0.00                     0.00
119.01
119.02
119.03
   122    No                                   0.00               20,000.00                      0.00                     0.00
122.01
122.02
   124    No                                   0.00                    0.00                      0.00                     0.00
   128    No                                   0.00                    0.00                      0.00                     0.00
128.01
128.02
   133    No                                 876.17                    0.00                      0.00                 3,285.63
   136    No                                   0.00                8,750.00                      0.00                     0.00
   137    No                                   0.00                    0.00                      0.00                     0.00
   141    No                                   0.00                    0.00                      0.00                     0.00
   150    No                                 118.75                    0.00                      0.00                     0.00
   158    No                                   0.00                    0.00                      0.00                75,000.00
   160    No                                   0.00                    0.00                      0.00                     0.00
   162    No                               1,113.75               11,125.00                      0.00                     0.00
   168    No                                 910.53                                              0.00                     0.00
   174    No                                   0.00                    0.00                      0.00                     0.00
174.01
174.02
   181    No                                 166.30                    0.00                      0.00                 1,247.25
181.01
181.02
   182    No                               1,330.73              163,750.00                      0.00                 8,871.50
   189    No                                   0.00                    0.00                 25,000.00                     0.00
   190    No                                   0.00                    0.00                      0.00                     0.00
190.01
190.02
   194    No                                   0.00                    0.00                      0.00                     0.00
   198    No                                   0.00                    0.00                      0.00                     0.00
   201    No                                   0.00                    0.00                      0.00                     0.00
201.01
201.02
   205           100,000.0                   320.79                    0.00                      0.00                     0.00
   210    No                                 170.00                    0.00                      0.00                 1,133.33
   215    No                                   0.00                    0.00                      0.00                     0.00
   217    No                                   0.00                    0.00                      0.00                     0.00

<CAPTION>
                                                            UPFRONT ESCROW                          MONTHLY ESCROW
         -----------------------------------------------------------------------     ----------------------------------------------
Loan_#    Upfront_RE Tax Reserve    Upfront Ins. Reserve    Upfront Other Reserve    Monthly Capex Reserve    Monthly Envi Reserve
------    ----------------------    --------------------    ---------------------    ---------------------    ---------------------
<S>       <C>                       <C>                     <C>                      <C>                      <C>
    21              1,060,901.00               10,108.00                     0.00                     0.00                    0.00
    22                 30,680.00              791,667.00                     0.00                     0.00                    0.00
    23                      0.00                    0.00             1,000,000.00                     0.00                    0.00
    27                      0.00                    0.00                     0.00                     0.00                    0.00
    28                      0.00                    0.00                     0.00                     0.00                    0.00
    29                 87,045.92                8,416.67             1,542,649.00                  3107.42                    0.00
    31                112,146.27              127,969.40                     0.00                     0.00                    0.00
    32                      0.00                    0.00                     0.00                     0.00                    0.00
 32.01
 32.02
 32.03
 32.04
    51                 61,625.00                    0.00               106,666.67                     0.00                    0.00
    56                      0.00                    0.00                     0.00                     0.00                    0.00
    57                      0.00              300,768.00                     0.00                 13020.83                    0.00
 57.01
 57.02
    70                144,030.50                    0.00                     0.00                     0.00                    0.00
    71                 53,351.79                5,663.00             2,001,878.67                  2428.79                    0.00
 71.01
 71.02
 71.03
 71.04
 71.05
 71.06
 71.07
 71.08
 71.09
    76                 50,415.66               13,069.33                     0.00                  2237.13                    0.00
    80                 81,123.28                    0.00                     0.00                     0.00                    0.00
    86                      0.00              173,333.33             2,551,658.00                 29793.83                    0.00
    88                  7,690.00                    0.00                     0.00                     0.00                    0.00
    92                 28,399.00                    0.00                     0.00                     0.00                    0.00
    94                 63,635.42               40,619.75                     0.00                  1726.33                    0.00
    97                 18,136.83                    0.00                     0.00                     0.00                    0.00
    98                      0.00                    0.00                     0.00                     0.00                    0.00
   105                      0.00                    0.00                     0.00                     0.00                    0.00
105.01
105.02
105.03
   109                      0.00                    0.00                     0.00                     0.00                    0.00
   114                 31,209.50                4,637.57                     0.00                   387.00                    0.00
   116                 58,979.81               43,057.35                     0.00                 23017.67                    0.00
   119                      0.00                    0.00                     0.00                     0.00                    0.00
119.01
119.02
119.03
   122                 26,499.78               38,299.00                     0.00                     0.00                    0.00
122.01
122.02
   124                      0.00                8,525.25                     0.00                  4480.00                    0.00
   128                      0.00                    0.00                     0.00                     0.00                    0.00
128.01
128.02
   133                109,536.00               17,195.50                     0.00                   876.17                    0.00
   136                  6,297.00                1,241.00                     0.00                     0.00                    0.00
   137                  4,504.94                3,635.50                     0.00                     0.00                    0.00
   141                 29,883.25               12,017.50                     0.00                     0.00                    0.00
   150                 19,244.52                1,416.44             2,300,000.00                   118.75                    0.00
   158                 30,398.33                5,663.00                     0.00                   803.61                    0.00
   160                 12,198.85               19,630.42                     0.00                     0.00                    0.00
   162                 14,320.40                9,312.00                     0.00                  1113.75                    0.00
   168                 16,902.50                    0.00                     0.00                   910.53                    0.00
   174                      0.00                    0.00                     0.00                     0.00                    0.00
174.01
174.02
   181                 14,359.17                    0.00                     0.00                   166.30                    0.00
181.01
181.02
   182                 32,124.33               27,300.00               350,000.00                  1330.73                    0.00
   189                      0.00                    0.00                     0.00                     0.00                    0.00
   190                      0.00                    0.00                     0.00                     0.00                    0.00
190.01
190.02
   194                      0.00                    0.00                     0.00                     0.00                    0.00
   198                 24,369.25                5,570.58                     0.00                     0.00                    0.00
   201                      0.00                    0.00                     0.00                     0.00                    0.00
201.01
201.02
   205                 10,895.00               11,343.00                     0.00                   320.79                    0.00
   210                  3,713.08                5,738.25                74,050.00                   170.00                    0.00
   215                 10,924.26               10,446.33                     0.00                     0.00                    0.00
   217                      0.00                    0.00                     0.00                     0.00                    0.00

<CAPTION>
                                                        MONTHLY ESCROW
             ---------------------------------------------------------------------------------------------------------
Loan_#       Monthly TI/LC Reserve    Monthly RE Tax Reserve    Monthly Ins. Reserve    Monthly Other Reserve    Grace
------       ---------------------    ----------------------    --------------------    ---------------------    -----
<S>          <C>                      <C>                       <C>                     <C>                      <C>
    21                        0.00                 176817.00                10108.33                     0.00        0
    22                        0.00                  15340.00                79167.00                     0.00        0
    23                        0.00                      0.00                    0.00                     0.00        0
    27                        0.00                      0.00                    0.00                     0.00        5
    28                        0.00                      0.00                    0.00                     0.00        0
    29                        0.00                  87045.92                 8416.67                     0.00        0
    31                        0.00                 112146.27                14116.59                     0.00        0
    32                        0.00                      0.00                    0.00                     0.00        0
 32.01                                                                                                               0
 32.02                                                                                                               0
 32.03                                                                                                               0
 32.04                                                                                                               0
    51                        0.00                  20541.67                    0.00                 13333.33        0
    56                        0.00                      0.00                    0.00                     0.00        0
    57                        0.00                  77706.42                50128.00                     0.00        0
 57.01                                                                                                               0
 57.02                                                                                                               0
    70                        0.00                  48010.17                    0.00                     0.00        0
    71                    16453.30                  12961.08                  943.83                     0.00        0
 71.01                                                                                                               0
 71.02                                                                                                               0
 71.03                                                                                                               0
 71.04                                                                                                               0
 71.05                                                                                                               0
 71.06                                                                                                               0
 71.07                                                                                                               0
 71.08                                                                                                               0
 71.09                                                                                                               0
    76                        0.00                  10083.13                 3267.33                     0.00        0
    80                        0.00                  13520.55                    0.00                     0.00        0
    86                        0.00                  11710.81                21666.67                     0.00        0
    88                        0.00                   7690.00                    0.00                     0.00        0
    92                        0.00                  28398.75                    0.00                     0.00        0
    94                     8631.67                  63635.42                 4061.98                     0.00        0
    97                        0.00                  18136.83                    0.00                     0.00        0
    98                        0.00                      0.00                    0.00                     0.00        0
   105                        0.00                      0.00                    0.00                     0.00        0
105.01                                                                                                               0
105.02                                                                                                               0
105.03
   109                        0.00                      0.00                    0.00                     0.00        0
   114                     1975.00                  15604.75                 1112.18                     0.00        0
   116                        0.00                  19659.94                 8611.47                     0.00        0
   119                        0.00                      0.00                    0.00                     0.00        0
119.01                                                                                                               0
119.02                                                                                                               0
119.03                                                                                                               0
   122                        0.00                   8833.26                 4659.08                     0.00        0
122.01                                                                                                               0
122.02                                                                                                               0
   124                        0.00                   7980.92                 2841.75                     0.00        0
   128                        0.00                      0.00                    0.00                     0.00        0
128.01                                                                                                               0
128.02                                                                                                               0
   133                     3285.63                   9128.00                 2456.50                     0.00        0
   136                        0.00                   1297.17                 1241.35                     0.00        0
   137                        0.00                   4504.94                 3635.50                     0.00        0
   141                        0.00                   9961.08                 1092.50                     0.00        0
   150                        0.00                   6414.84                  477.13                     0.00        0
   158                        0.00                  15199.17                  809.00                     0.00        0
   160                        0.00                  12198.85                 1784.58                     0.00        0
   162                        0.00                   2864.08                 1552.00                     0.00        0
   168                        0.00                   5634.17                    0.00                     0.00        0
   174                        0.00                      0.00                    0.00                     0.00        0
174.01                                                                                                               0
174.02                                                                                                               0
   181                     1247.25                   3589.79                    0.00                     0.00        0
181.01                                                                                                               0
181.02                                                                                                               0
   182                     8871.50                   8031.08                13650.00                     0.00        0
   189                        0.00                      0.00                    0.00                     0.00        0
   190                        0.00                      0.00                    0.00                     0.00        0
190.01                                                                                                               0
190.02                                                                                                               0
   194                        0.00                      0.00                    0.00                     0.00        0
   198                        0.00                   8123.08                  506.42                     0.00        0
   201                        0.00                      0.00                    0.00                     0.00        0
201.01                                                                                                               0
201.02                                                                                                               0
   205                        0.00                   2179.00                 1260.33                     0.00        0
   210                     1133.33                   1856.54                  637.58                     0.00        0
   215                        0.00                  12444.11                  949.67                     0.00        0
   217                        0.00                      0.00                    0.00                     0.00        0

<CAPTION>
Loan #    Lockbox In-place   Property Type    Defeasance Permitted   Interest Accrual Period    Loan Group    Final Maturity Date
------    ----------------   -------------    --------------------   -----------------------    ----------    -------------------
<S>       <C>                <C>              <C>                    <C>                        <C>           <C>
    21    Yes                  Office           Yes                     Actual/360              3
    22    Yes                  Mixed Use        Yes                     Actual/360              1
    23    Yes                  Hotel            Yes                     Actual/360              1
    27    Yes                  Office           Yes                     Actual/360              1
    28    Yes                  Office           Yes                     Actual/360              3
    29    Yes                  Office           Yes                     Actual/360              1
    31    Yes                  Office           Yes                     Actual/360              3
    32    Yes                  Industrial       Yes                     Actual/360              1
 32.01                         Industrial                                                       1
 32.02                         Industrial                                                       1
 32.03                         Industrial                                                       1
 32.04                         Industrial                                                       1
    51    No                   Multifamily      Yes                     Actual/360              2
    56    Yes                  Office           Yes                     Actual/360              1
    57    Yes                  Multifamily      No                      Actual/360              2
 57.01                         Multifamily                                                      2
 57.02                         Multifamily                                                      2
    70    No                   Industrial       Yes                     Actual/360              1
    71    Yes                  Industrial       Yes                     Actual/360              1
 71.01                         Industrial                                                       1
 71.02                         Industrial                                                       1
 71.03                         Industrial                                                       1
 71.04                         Industrial                                                       1
 71.05                         Industrial                                                       1
 71.06                         Industrial                                                       1
 71.07                         Industrial                                                       1
 71.08                         Industrial                                                       1
 71.09                         Industrial                                                       1
    76    Yes                  Office           Yes                     Actual/360              1
    80    Yes                  Retail           Yes                     Actual/360              1
    86    Yes                  Hotel            No                      Actual/360              3
    88    No                   Multifamily      Yes                     Actual/360              1
    92    No                   Office           Yes                     Actual/360              1
    94    No                   Office           Yes                     Actual/360              1
    97    No                   Office           Yes                     Actual/360              1
    98    Yes                  Office           Yes                     Actual/360              1
   105    Yes                  Retail           Yes                     Actual/360              1
105.01                         Retail                                                           1
105.02                         Retail                                                           1
105.03
   109    No                   Retail           Yes                     Actual/360              1
   114    No                   Retail           Yes                     Actual/360              1
   116    Yes                  Hotel            Yes                     Actual/360              1
   119    Yes                  Retail           Yes                     Actual/360              1
119.01                         Retail                                                           1
119.02                         Retail                                                           1
119.03                         Retail                                                           1
   122    No                   Hotel            Yes                     Actual/360              3
122.01                         Hotel                                                            3
122.02                         Hotel                                                            3
   124    No                   Multifamily      Yes                     Actual/360              3
   128    Yes                  Retail           Yes                     Actual/360              1
128.01                         Retail                                                           1
128.02                         Retail                                                           1
   133    No                   Office           Yes                     Actual/360              1
   136    No                   Retail           Yes                     Actual/360              1
   137    No                   Retail           Yes                     Actual/360              1
   141    No                   Office           Yes                     30/360                  1
   150    No                   Retail           Yes                     Actual/360              1
   158    No                   Office           Yes                     Actual/360              1
   160    No                   Office           Yes                     30/360                  1
   162    No                   Multifamily      Yes                     Actual/360              2
   168    No                   Self Storage     Yes                     Actual/360              1
   174    Yes                  Retail           Yes                     Actual/360              1
174.01                         Retail                                                           1
174.02                         Retail                                                           1
   181    No                   Retail           Yes                     Actual/360              1
181.01                         Retail                                                           1
181.02                         Retail                                                           1
   182    Yes                  Retail           Yes                     Actual/360              1
   189    No                   Retail           No                      Actual/360              1
   190    Yes                  Retail           Yes                     Actual/360              1
190.01                         Retail                                                           1
190.02                         Retail                                                           1
   194    No                   Retail           No                      Actual/360              1
   198    No                   Industrial       Yes                     30/360                  3
   201    Yes                  Retail           Yes                     Actual/360              1
201.01                         Retail                                                           1
201.02                         Retail                                                           1
   205    No                   Office           No                      Actual/360              1
   210    No                   Retail           No                      Actual/360              1
   215    No                   Industrial       Yes                     30/360                  1
   217    No                   Retail           Yes                     Actual/360              1

<CAPTION>
Loan #      Remaining Amortization Term for Balloon Loans
------      ---------------------------------------------
<S>         <C>
    21
    22      360
    23
    27
    28
    29
    31
    32
 32.01
 32.02
 32.03
 32.04
    51
    56
    57
 57.01
 57.02
    70
    71      360
 71.01      360
 71.02      360
 71.03      360
 71.04      360
 71.05      360
 71.06      360
 71.07      360
 71.08      360
 71.09      360
    76
    80
    86
    88
    92
    94
    97
    98      240
   105
105.01
105.02
105.03
   109
   114
   116      300
   119
119.01
119.02
119.03
   122      300
122.01      300
122.02      300
   124
   128
128.01
128.02
   133
   136
   137
   141      360
   150
   158      361
   160
   162
   168
   174
174.01
174.02
   181      360
181.01      360
181.02      360
   182      360
   189
   190
190.01
190.02
   194      360
   198
   201
201.01
201.02
   205      300
   210      360
   215
   217
</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

                                                          JPMCC 2007-LDP10



<TABLE>
<CAPTION>
                                     EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES


No. 5


Loan No.           Loan Name                  Description of Exception
--------           ---------                  ------------------------

<S>                <C>                        <C>
22                 Outrigger Guam Resort      The Mortgagor is a limited liability company organized under the laws
                                              of the Territory of Guam.

No. 6


Loan No.           Loan Name                  Description of Exception
--------           ---------                  ------------------------

98                 Northwest Michigan         Munson Healthcare ("Munson"), a parent of one of the sponsors, has (i)
                   Surgery Center             a right of first refusal, (ii) a purchase option and (iii) a right of
                                              first offer, with respect to a certain condominium unit that is part of the Mortgaged
                                              Property, each of which rights of Munson are prior to the lien of the Mortgage.
                                              However, the mortgagee's interests are protected pursuant to a certain side letter
                                              agreement among Munson, the Mortgagor, the mortgagee and the guarantors which provides
                                              that the Mortgage Loan will be assumed by Munson if any of the foregoing rights are
                                              exercised or, if the Mortgage Loan is not assumed, the mortgagee may proceed to
                                              foreclose on Mortgage.

No. 10(a)


Loan No.           Loan Name                  Description of Exception
--------           ---------                  ------------------------

21                 Franklin Tower             No individual or entity other than the Mortgagor is fully liable for
                                              actual losses, liabilities, costs and damages arising from the related
                                              non-recourse carve out provisions.

28                 90 Broad Street            No individual or entity other than the Mortgagor is fully liable for
                                              actual losses, liabilities, costs and damages arising from the related
                                              non-recourse carve out provisions.

31                 1515 Market Street         The environmental indemnification agreement may be substituted with a
                                              $10 million environmental insurance policy.

56                 Fair Oaks Plaza            No individual or entity other than the Mortgagor is fully liable for
                                              actual losses, liabilities, costs and damages arising from the related
                                              non-recourse carve out provisions.

80                 South Bay Marketplace      No individual or entity other than the Mortgagor is fully liable for
                                              actual losses, liabilities, costs and damages arising from the related
                                              non-recourse carve out provisions.

137                180-190 O'Farrell Street   The Mortgage Loan is full recourse to the principal of the Mortgagor.

194                Walgreens - Dallas         No individual or entity other than the Mortgagor is fully liable for
                                              actual losses, liabilities, costs and damages arising from the breach
                                              of the related environmental covenants.

No. 12


Loan No.           Loan Name                  Description of Exception
--------           ---------                  ------------------------

29                 90-100 Trinity Place       The Mortgagor may obtain the release of an individual Mortgaged
                                              Property from the lien of the Mortgage upon defeasance of an amount
                                              equal to 110% of the Allocated Loan Amount.

32                 Americold Pool 1           The Mortgagor may obtain the release of an individual Mortgaged
                                              Property from the lien of the Mortgage upon defeasance of an amount
                                              equal to: (A) 105% of the Allocated Loan Amount for such individual
                                              Mortgaged Property until 12.5% of the principal loan amount has been
                                              prepaid; (B) 110% of the Allocated Loan Amount for such individual
                                              Mortgaged Property until 25% of the original principal loan amount has
                                              been prepaid; and (C) 115% of the Allocated Loan Amount for such
                                              individual Mortgaged Property, thereafter.

57                 Sawyer Portfolio           The Mortgagor may obtain the release of an individual Mortgaged
                                              Property from the lien of the Mortgage upon payment of a release price
                                              equal to 115% of the Allocated Loan Amount.

71                 Demattia Portfolio         The Mortgagor may obtain the release of an individual Mortgaged
                                              Property from the lien of the Mortgage upon defeasance of an amount
                                              equal to 115% of the Allocated Loan Amount.

105                Walgreens Hermilin         The Mortgagor may obtain the release of an individual Mortgaged
                   Portfolio III              Property from the lien of the Mortgage upon defeasance of an amount
                                              equal to 110% of the Allocated Loan Amount.

119                Walgreens Hermilin         The Mortgagor may obtain the release of an individual Mortgaged
                   Portfolio II               Property from the lien of the Mortgage upon defeasance of an amount
                                              equal to 110% of the Allocated Loan Amount.

128                Walgreens Hermilin         The Mortgagor may obtain the release of an individual Mortgaged
                   Portfolio I                Property from the lien of the Mortgage upon defeasance of an amount
                                              equal to 110% of the Allocated Loan Amount.

162                Franklin Avenue &          The Mortgagor may obtain the release of an individual Mortgaged
                   Whitney Avenue             Property from the lien of the Mortgage upon defeasance of an amount
                                              equal to 120% of the Allocated Loan Amount.

201                Rite Aid Portfolio 1       The Mortgagor may obtain the release of an individual Mortgaged
                                              Property from the lien of the Mortgage upon payment of a release price
                                              equal to 105% of the Allocated Loan Amount.

No. 16


Loan No.           Loan Name                  Description of Exception
--------           ---------                  ------------------------

70                 Hall Street                The most recent certificate of occupancy for the Mortgaged Property
                                              was issued in 1962 which states that the use of the Mortgaged Property
                                              is legal conforming.  City records do not reveal any alteration plans
                                              which have been submitted for the Mortgaged Property.  The lender is
                                              not aware of any modifications to the applicable zoning laws and/or
                                              the zoning code which would apply to the Mortgaged Property since 1962.

No. 17


Loan No.           Loan Name                  Description of Exception
--------           ---------                  ------------------------

136                K-Mart Henderson, NV       The Mortgaged Property was subdivided from the adjoining tax parcels
                                              and, as of the origination date, a separate tax parcel number was not
                                              assigned to the Mortgaged Property.  However, the Mortgage Loan
                                              documents require the Mortgagor to: (i) obtain a separate tax parcel
                                              number (which will be issued upon the assessment of the Mortgaged
                                              Property); (ii) deliver a confirmation that the subdivided parcel
                                              constitutes one or more separate and complete tax parcels; and (iii)
                                              cause the title insurer to add a tax parcel endorsement to the
                                              existing title insurance policy; provided that, if the foregoing
                                              requirements (i) through (iii) are not satisfied by June 30, 2007, the
                                              Mortgagor will be required to (A) deposit an amount equal to (x) taxes
                                              due on the Mortgaged Property or (y) taxes due on the adjacent tax
                                              parcels, as of the date immediately succeeding such due date or (B)
                                              provide evidence that no outstanding taxes encumber the Mortgaged
                                              Property.  Any tax lien on the Mortgaged Property or the adjacent
                                              parcels that remains uncured for more than 30 days will constitute an
                                              event of default.  The guarantor has agreed to indemnify the mortgagee
                                              for any losses in connection with the Mortgaged Property failing to be
                                              a complete and separate tax parcel.

No. 20


Loan No.           Loan Name                  Description of Exception
--------           ---------                  ------------------------

97                 Jericho Office Park        The portion of the Mortgaged Property that is solely used for parking
                                              is subject to a Ground Lease which will expire on November 30, 2026.
                                              The Ground Lease will expire approximately 9 years after the maturity
                                              date (February 9, 2017) of the Mortgage Loan.  However, the Mortgagor
                                              has entered into a springing easement agreement with an affiliate of
                                              the Mortgagor for parking on an adjacent parcel of land in the event
                                              that the Ground Lease is not extended.  Currently, the Ground Lease
                                              portion contains 120 parking spaces, and the springing easement
                                              agreement would create replacement parking for such parking spaces.

No. 22


Loan No.           Loan Name                  Description of Exception
--------           ---------                  ------------------------

21                 Franklin Tower             All insurance polices are required to be issued by one or more primary
                                              insurers having a claims-paying-ability rating and a financial
                                              strength rating of not less than "A-" or its equivalent from each of
                                              the rating agencies acceptable to lender, in its reasonable
                                              discretion; provided, however, that (A) 20% or less of the aggregate
                                              insurance coverage may be issued by one or more insurers having a
                                              claims-paying-ability rating by each of the rating agencies of not
                                              less than "BBB-" or its equivalent from the other rating agencies; (B)
                                              a "cut-through" endorsement from an insurance company that otherwise
                                              satisfies the claims-paying-ability rating as set forth above in (A)
                                              will be permitted in lieu thereof; and (C) the borrower may also carry
                                              insurance from an insurer whose parent (with at least 51% ownership
                                              interest in such insurance company) satisfies the foregoing ratings
                                              requirements subject to rating agency approval (which may require,
                                              among other things, a parent guaranty).

23                 Long Island Marriott and   All insurance policies are required to be issued by an insurer with a
                   Conference Center          claims-paying-ability rating of "A-" or better by S&P or its
                                              equivalent from one of the other rating agencies other than (i) Allied World Assurance
                                              Company, (ii) Ariel Reinsurance Co. Ltd., (iii) Lancashire Insurance Company and (iv)
                                              MaxRe Ltd, who may provide insurance coverage as unrated insurers; provided, however,
                                              that CHUBB has been pre-approved as an acceptable insurer by the mortgagee.

28                 90 Broad Street            All insurance policies are required to be issued by one or more
                                              primary insurers that have a claims-paying-ability rating of at least
                                              "A" or better by S&P and Fitch and an insurance financial strength
                                              rating of "A2" by Moody's; provided, the following insurers will also
                                              be permitted: (i) a syndicate of insurers through which at least 75%
                                              of the coverage (if there are four or fewer members of the syndicate),
                                              (ii) at least 60% of the coverage (if there are 5 or more members of
                                              the syndicate) is with carriers having such claims-paying-ability
                                              ratings (provided that, all such carriers shall have
                                              claims-paying-ability ratings of not less than "BBB" or its
                                              equivalent), or (iii) any other insurer or insurers subject to the
                                              approval of lender, in its reasonable discretion, and a rating agency
                                              confirmation.

32                 Americold Pool 1           All insurance policies may be issued by an insurer having a
                                              claims-paying-ability rating of less than "A-", subject to
                                              satisfaction of certain conditions including, among other things, the
                                              following: (A) if 5 or more insurance carriers are providing the
                                              insurance policies (i) only 60% of such coverage will be required to
                                              be insured by insurance companies having a claims-paying-ability
                                              rating of "A-" or better by S&P, (ii) the remaining 40% of such
                                              coverage may be provided by insurance companies having a claims paying
                                              rating of "BBB-" or better by S&P, and (iii) with respect to the first
                                              $100,000,000 of such coverage, not more than 20% of the insurers will
                                              have a claims-paying-ability rating lower than "A-" by S&P (but in no
                                              event lower than "BBB" by S&P); and (B) if 4 or fewer insurance
                                              carriers are providing the policies, 75% of such coverage will be
                                              provided by insurance companies having a claims-paying-ability rating
                                              of "A-" or better by S&P, with the remaining 25% of such coverage by
                                              insurance companies having a claims-paying-ability rating of "BBB-" or
                                              better by S&P.

80                 South Bay Marketplace      The Mortgage Loan documents provide that the insurance policy shall
                                              contain such provisions as the lender deems reasonably necessary,
                                              including provisions requiring written notice to lender at least 10
                                              days prior to any modification, reduction or cancellation of any
                                              insurance policy.

105                Walgreens Hermilin         The Mortgaged Property is self-insured by the related tenant in
                   Portfolio III              accordance with the requirements set forth in the related lease
                                              agreement. However, if the tenant vacates the Mortgaged Property, the Mortgagor is
                                              required to provide insurance coverage satisfactory to the lender and the rating
                                              agencies in accordance with the related Mortgage Loan documents.

136                K-Mart Henderson, NV       The Mortgaged Property is self-insured by the related tenant in
                                              accordance with the requirements set forth under the related lease
                                              agreement.  However, if the tenant vacates the Mortgaged Property, the
                                              Mortgagor is required to provide insurance coverage satisfactory to
                                              the lender and the rating agencies in accordance with the related
                                              Mortgage Loan documents.

No. 27


Loan No.           Loan Name                  Description of Exception
--------           ---------                  ------------------------

32                 Americold Pool 1           No rent rolls are required because the improvements to the related
                                              Mortgaged Properties are warehouses subject to warehouse agreements,
                                              not leases.

No. 32


Loan No.           Loan Name                  Description of Exception
--------           ---------                  ------------------------

21                 Franklin Tower             The Mortgagor must at all times be controlled and at least 50% owned
                                              by an entity controlled by Shorenstein Realty Investors Eight, LP, the
                                              sole member of the Mortgagor; provided, a transfer of direct or
                                              indirect beneficial interests of the Mortgagor or the Mortgaged
                                              Property may be made to a (A)(i)  pension fund, (ii) pension trust or
                                              (iii) pension account that immediately prior to such transfer
                                              (x) owns, directly or indirectly, total gross real estate assets of at
                                              least $750,000,000 and (y) owns or operates at least 3 central
                                              business district ("CBD") or suburban office properties totaling no
                                              less than 3,000,000 square feet (exclusive of the Mortgaged Property);
                                              (B)  pension fund advisor who (i) immediately prior to such transfer,
                                              controls, directly or indirectly, at least $750,000,000 of total gross
                                              real estate assets, (ii) owns or operates at least 3 CBD or suburban
                                              office properties totaling no less than 3,000,000 square feet
                                              (exclusive of the Mortgaged Property) and (iii) is acting on behalf of
                                              one or more pension funds that, in the aggregate, satisfy the
                                              requirements of clause (A) above.

23                 Long Island Marriott and   The Mortgagor's direct or indirect interests may be transferred or
                   Conference Center          pledged without the prior consent of the lender or without the payment
                                              of any related fees and/or expenses; provided that (A) New Venture MRE LLC, a
                                              guarantor, (i) retains control of each entity with controlling interests in the
                                              Mortgagor subject to certain investor rights of such entities, (ii) owns beneficial
                                              interests in at least 10% of the Rex New Venture Properties LLC, who, in turn, owns
                                              beneficial interests in at least 25% of each of (A) the Mortgagor and (B) the
                                              permitted mezzanine borrower, and (iii) 50% of the Mortgagor's indirect interests may
                                              be transferred to Charles Wang (or 100% in the event that Charles Wang subsequently
                                              purchases the remaining indirect interests in the Mortgagor).

28                 90 Broad Street            The Mortgage Loan documents permit (i) a transfer by any sponsor of
                                              its direct or indirect interests in the Mortgagor or any single
                                              purpose equityholder (if applicable) to any one or more Qualified
                                              Equityholders (including the other sponsor or any wholly-owned and
                                              controlled subsidiary thereof), (ii) a transfer of a direct or
                                              indirect interest in any sponsor or any other Qualified Equityholder,
                                              (iii) any transfer wherein the Mortgagor and any single purpose
                                              equityholder (if applicable) continue to be controlled by one or more
                                              Qualified Equityholders (individually or collectively) and (iv) any
                                              transfer of any direct or indirect interest in Excelsior II, LLC.  A
                                              "Qualified Equityholder" means (a) each sponsor and their respective
                                              successors by merger or acquisition, (b) any pension fund or
                                              investment fund managed or advised by JPMorgan Chase Bank, N.A., J.P.
                                              Morgan Investment Management, Inc. ("JPM"), and/or another controlled
                                              subsidiary of J.P. Morgan Chase & Co. (or any successor thereto by
                                              merger or acquisition) if such fund has total assets in excess of $600
                                              million and capital/statutory surplus or shareholder's equity in
                                              excess of $200 million (in both cases, exclusive of the Mortgaged
                                              Property), (c) a bank, saving and loan association, investment bank,
                                              insurance company, trust company, commercial credit corporation,
                                              pension plan, pension fund or pension advisory firm, mutual fund,
                                              government entity or plan, real estate company, investment fund or an
                                              institution substantially similar to any of the foregoing, provided,
                                              in each case, under this clause (c) that (x) such individual or entity
                                              has total assets (in name or under management) in excess of $1 billion
                                              and (except with respect to a pension advisory firm or similar
                                              fiduciary) capital or statutory surplus or shareholder's equity in
                                              excess of $500 million (in both cases, exclusive of the Mortgaged
                                              Property) and (y) such individual or entity is regularly engaged in
                                              the business of owning office properties in major metropolitan areas,
                                              (d) any other individual or entity with respect to which a rating
                                              agency confirmation is received, (e) any lender or entity (including
                                              any opportunity funds) regularly engaged in business of making
                                              mezzanine loans which has been approved by the rating agencies that is
                                              a "qualified transferee" under S&P's form of intercreditor agreement
                                              and/or (f) an affiliate of a Qualified Equityholder.

29                 90-100 Trinity Place       Meyer Chetrit, a sponsor and a guarantor, may transfer up to 80% of
                                              his direct and/or indirect ownership interests in the Mortgagor to
                                              Jacob Chetrit and Joseph Chetrit without the prior written consent of
                                              the mortgagee; provided that, (A) Meyer Chetrit continues to own,
                                              directly or indirectly, at least 10% legal and beneficial interest in
                                              the (i) Mortgagor, (ii) any affiliate manager and (iii) the Mortgaged
                                              Properties and (B) controls the day-to-day operations of the Mortgagor
                                              and the Mortgaged Properties.

31                 1515 Market Street         The beneficial interests of 1515 Market Street Partners, LP may be
                                              transferred to (A) Dillon Reade, a UBS affiliate, (B) UBS AG and/or
                                              (C) any affiliate entity of Dillon Reade and/or UBS AG without the
                                              prior written consent of the mortgagee.  1515 Market Street Partners,
                                              LP is a sponsor of the Mortgagor who, in the aggregate, owns 100%
                                              ownership interests of the Mortgagor.

32                 Americold Pool 1           The related Mortgage Loan documents permit (i) certain entities that
                                              are owners of Americold Realty Trust ("ART"), a guarantor and sponsor
                                              of the Mortgagor, to transfer their ownership interests or merge with
                                              other persons, (ii) ART to issue ownership interests or securities in
                                              ART in connection with ART becoming a public company and (iii) ART to
                                              merge or consolidate with any person; provided that, in connection
                                              with (ii) and (iii), if the existing owners of ART in the aggregate
                                              would no longer own a controlling interest in the Mortgagor, rating
                                              agency confirmation will be required in connection therewith.

58                 Fair Oaks Plaza            The Mortgage Loan documents permit the transfer of direct or indirect
                                              interests of the Mortgagor without the prior written consent of the
                                              mortgagee in connection with (A) the conversion of Thomas Properties
                                              Group, Inc. ("TPG"), a sponsor, to a real estate investment trust (the
                                              "REIT"); (B) the issuance, sale, or pledge of TPG and REIT shares or
                                              securities or (y) the REIT shares or securities, or (C) the merger or
                                              consolidation of the TPG/CalSTRS, LLC or REIT.

No. 35


Loan No.           Loan Name                  Description of Exception
--------           ---------                  ------------------------

29                 90-100 Trinity Place       Same as exception to No. 12.

32                 Americold Pool 1           Same as exception to No. 12.

57                 Sawyer Portfolio           Same as exception to No. 12.

71                 Demattia Portfolio         Same as exception to No. 12.

105                Walgreens Hermilin         Same as exception to No. 12.
                   Portfolio III

119                Walgreens Hermilin         Same as exception to No. 12.
                   Portfolio II

128                Walgreens Hermilin         Same as exception to No. 12.
                   Portfolio I

162                Franklin Avenue &          Same as exception to No. 12.
                   Whitney Avenue

174                Rite Aid Portfolio 1       Same as exception to No. 12.

No. 37


Loan No.           Loan Name                  Description of Exception

70                 Hall Street                Same as exception to No. 16.

No. 42


Loan No.           Loan Name                  Description of Exception
--------           ---------                  ------------------------

21                 Franklin Tower             If the Terrorism Risk Insurance Act of 2002 or a similar statute is no
                                              longer in effect, the Mortgagor will not be required to spend more
                                              than two times the current aggregate property insurance premium
                                              payable with respect to (or otherwise allocable to) the Mortgaged
                                              Property.

23                 Long Island Marriott       Terrorism insurance is required only to the extent that the costs for
                   and Conference Center      such coverage do not exceed 150% (after adjusted for inflation) of the
                                              current cost of the stand-alone terrorism policy.

28                 90 Broad Street            Terrorism insurance is required only to the extent that the costs for
                                              such coverage do not exceed $120,000; provided, however, that such
                                              insurance will only be required to the extent that the costs do not
                                              exceed $255,000 (A) if JPMorgan Chase Bank, N.A., J.P. Morgan
                                              Investment Management, Inc. ("JPM") or any affiliates of JPM no longer
                                              holds direct or indirect beneficial interests in the Mortgaged
                                              Property or (B) if the Mortgaged Property is not insured by an
                                              insurance policy in effect as of the origination date (as the same may
                                              be renewed or replaced in accordance with the terms and conditions of
                                              the Mortgage Loan documents).

32                 Americold Pool 1           Terrorism insurance is required to the extent that the costs for such
                                              coverage do not exceed the sum of the release amount applicable to the
                                              individual Mortgaged Property with the highest outstanding Allocated
                                              Loan Amount (including the required 12 month business interruption
                                              coverage) and $76,867 (which represents the pro rated amount from the
                                              aggregate amount of the $250,000 applicable to all 3 UBS Americold
                                              Portfolio Mortgage Loans). The current amount for the 1C Americold
                                              Portfolio Mortgage Loan is $43,800.

124                Sage Brook Apartments -    Terrorism insurance is required only to the extent the costs for such
                   Las Vegas, NV              coverage do not exceed $68,202 (i.e., 200% of the existing insurance
                                              premium amount), adjusted for inflation.

174                Rite Aid Portfolio I       Terrorism insurance is only required to the extent the costs for such
                                              coverage do not exceed twice the annual premium amount.

190                Rite Aid Portfolio II      Terrorism insurance is only required to the extent the costs for such
                                              coverage do not exceed twice the annual premium amount.

201                Rite Aid Portfolio III     Terrorism insurance is only required to the extent the costs for such
                                              coverage do not exceed twice the annual premium amount.

No. 44


Loan No.           Loan Name                  Description of Exception
--------           ---------                  ------------------------

23                 Long Island Marriott and   The Mortgaged Property is insured under a blanket policy provided by
                   Conference Center          Marriott Services Inc. pursuant to the Marriott Management Agreement
                                              which was approved by the mortgagee.
</TABLE>



<PAGE>


                                    EXHIBIT D

                          FORM OF OFFICER'S CERTIFICATE

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

            1. I have examined the Mortgage Loan Purchase Agreement, dated as of
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):

Walgreens Dallas