EXHIBIT 10.1

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

                                   PURCHASER,

                            JPMORGAN CHASE BANK, N.A.


                                     SELLER

                        MORTGAGE LOAN PURCHASE AGREEMENT


                         Dated as of September 28, 2007

                                 $1,757,995,681


                            Fixed Rate Mortgage Loans

                               Series 2007-CIBC20




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            This Mortgage Loan Purchase Agreement (this "Agreement"), dated as
of September 28, 2007, is between J.P. Morgan Chase Commercial Mortgage
Securities Corp., as purchaser (the "Purchaser"), and JPMorgan Chase Bank,
N.A., as seller ("JPMorgan" or 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 September 28, 2007 (the "Pooling and Servicing Agreement"), among the
Purchaser, as depositor (the "Depositor"), Midland Loan Services, Inc., as
master servicer (the "Master Servicer"), Centerline Servicing Inc., as special
servicer (the "Special Servicer"), and Wells Fargo Bank, N.A., as trustee (in
such capacity, the "Trustee") and as paying agent (in such capacity, the "Paying
Agent"), pursuant to which the Purchaser will sell the Mortgage Loans (as
defined herein) to a trust fund and certificates representing ownership
interests in the Mortgage Loans will be issued by the trust fund. For purposes
of this Agreement, the term "Mortgage Loans" refers to the mortgage loans listed
on Exhibit A and the term "Mortgaged Properties" refers to the properties
securing such Mortgage Loans.

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

            SECTION 1. Sale and Conveyance of Mortgages; Possession of Mortgage
File. Effective as of the Closing Date and upon receipt of the purchase price
set forth in the immediately succeeding paragraph, the Seller does hereby sell,
transfer, assign, set over and convey to the Purchaser, without recourse, all of
its right, title, and interest (subject to certain agreements regarding
servicing as provided in the Pooling and Servicing Agreement, subservicing
agreements permitted thereunder and that certain Servicing Rights Appointment
Agreement, dated as of the date hereof, between the Master Servicer and the
Seller) in and to the Mortgage Loans described in Exhibit A, 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. On the Closing Date, the Seller
shall also deliver to the Depositor an amount equal to $310,388.14, which amount
represents the aggregate amount of interest that would have accrued at the
related Net Mortgage Rates during the Due Period ending in October 2007, for
those Mortgage Loans that do not have their first Monthly Payment due until
November 2007. The Depositor will sell the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-SB, Class A-1A, Class X-2, Class A-M, Class A-MFL and Class
A-J Certificates (the "Offered Certificates") to the underwriters specified in
the underwriting agreement, dated September 25, 2007 (the "Underwriting
Agreement"), between the Depositor and J.P. Morgan Securities Inc. ("JPMSI") for
itself and as representative of CIBC World Markets Corp. ("CIBCWMC"), Credit
Suisse Securities (USA) LLC ("Credit Suisse") and Lehman Brothers Inc. ("Lehman"
and, together with JPMSI, CIBCWMC and Credit Suisse, the "Underwriters"), and
the Depositor will sell the Class X-1, Class B, Class C, Class D, Class E, Class
F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class
Q, Class T and Class NR Certificates (the "Private Certificates") to JPMSI, as
the initial purchaser (together with the Underwriters, the "Dealers") specified
in the certificate purchase agreement, dated September 25, 2007 (the
"Certificate Purchase Agreement"), between the Depositor and JPMSI.

            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 $1,768,019,829.12 (which amount is inclusive of accrued
interest) in immediately available funds minus 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 Trustee. All scheduled payments of
principal and interest due on or before the Cut-off Date but collected after the
Cut-off Date, and recoveries of principal and interest collected on or before
the Cut-off Date (only in respect of principal and interest on the Mortgage
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 the 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 (c)
of the Pooling and Servicing Agreement, and meeting all the requirements of such
Sections 2.01(b) and (c), and such other documents, instruments and agreements
as the Purchaser or the Trustee shall reasonably request and which are in the
Seller's possession or under the Seller's control. In addition, the Seller
agrees to deliver or cause to be delivered to the 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, privileged
or internal communications or credit underwriting or due diligence 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 Purchaser 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 Master Servicer, consistent with its
obligations under the Pooling and Servicing Agreement, has exercised reasonable
efforts to collect such Transfer Modification Costs from such Mortgagor, in
which case the Master Servicer shall give the Seller notice of such failure 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 Master Servicer, in order to assist and facilitate in the
transfer of the servicing of the Mortgage Loans to the Master Servicer,
including effectuating the transfer of any letters of credit with respect to any
Mortgage Loan to the Master Servicer on behalf of the Trustee for the benefit of
Certificateholders. Prior to the date that a letter of credit with respect to
any Mortgage Loan is transferred to the Master Servicer, the Seller will
cooperate with the reasonable requests of the Master Servicer or Special
Servicer, as applicable, in connection with effectuating a draw under such
letter of credit as required under the terms of the related Mortgage Loan
documents; and

            (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 Annex 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 Annex 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 Annex 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 delivered to a purchaser, be misleading or so that the Prospectus
Supplement, including Annex 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 September 25, 2007 between the
Purchaser and the Seller (the "Indemnification 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 national banking association duly organized,
      validly existing, and in good standing under the laws of the United States
      of America;

                  (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
      United States of America. 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 has 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, (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 will 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) 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;

                  (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; and

                  (xii) 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 that is deposited into an Other
      Securitization, the depositor in such Other Securitization) and the Paying
      Agent with any Additional Form 10-D Disclosure and any Additional Form
      10-K Disclosure which the Purchaser is required to provide with respect to
      the Seller in its capacity as a "sponsor" pursuant to Exhibit Y and
      Exhibit Z of the Pooling and Servicing Agreement within the time periods
      set forth in the Pooling and Servicing Agreement.

            (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 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;

                  (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 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 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 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, Master Servicer, 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 a Mortgage
Loan, 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 Regulations 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 Master Servicer for deposit into the Certificate Account, any
Substitution Shortfall Amount (as defined below) in connection therewith;
provided, however, that, if such Breach or Defect is capable of being cured but
not 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 Trustee 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 not be required to repurchase such Mortgage Loan and the sole
remedy with respect to any Breach of such representation shall be to 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 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.

            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) 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 a Defect previously described in clauses (a)
through (f) above) shall be considered to materially and adversely affect the
value of the related Mortgage Loan, the related Mortgaged Property or the
interests of the Trustee or Certificateholders 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 a Custodian
on its behalf within 18 months from 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 satisfy all other criteria for substitution and
repurchase 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 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 Purchaser 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 Purchaser 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 complies with this Agreement to remove 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 included 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 to the Trust, 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
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 any
affected Mortgage Loan pursuant to Section 6(e) shall constitute the sole remedy
available to the Purchaser in connection with a Breach or Defect. It is
acknowledged and agreed that the representations and warranties are being made
for risk allocation purposes; provided, however, that no limitation of remedy is
implied with respect to the Seller's breach of its obligation to cure,
repurchase or substitute in accordance with the terms and conditions of this
Agreement.

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

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

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

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

                  (ii) a copy of a certificate of good standing of the Seller
      issued by the Comptroller of the Currency 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 national banking association duly
            organized, validly existing and in good standing under the laws of
            the United States;

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

                  (C) all necessary 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 charter 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 any 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, New York, New York, at 10:00 a.m., on the Closing Date or such other place
and time as the parties shall agree. The parties hereto agree that time is of
the essence with respect to this Agreement.

            SECTION 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, but not limited to: (i) the costs and expenses of the
Purchaser in connection with the purchase of the Mortgage Loans; (ii) the costs
and expenses of reproducing and delivering the Pooling and Servicing Agreement
and this Agreement and printing (or otherwise reproducing,) and delivering the
Certificates; (iii) the reasonable and documented fees, costs and expenses of
the Trustee and its counsel 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 and the
Certificates included in the Prospectus, any Free Writing Prospectus (as defined
in the Indemnification Agreement), the Memoranda (as defined in the
Indemnification Agreement) and any related 8-K Information (as defined in the
Underwriting Agreement), or items similar to the 8-K Information, including the
cost of obtaining any "comfort letters" with respect to such items; (v) the
costs and expenses in connection with the qualification or exemption of the
Certificates under state securities or blue sky laws, including filing fees and
reasonable fees and disbursements of counsel in connection therewith; (vi) the
costs and expenses in connection with any determination of the eligibility of
the Certificates for investment by institutional investors in any jurisdiction
and the preparation of any legal investment survey, including reasonable fees
and disbursements of counsel in connection therewith; (vii) the costs and
expenses in connection with printing (or otherwise reproducing) and delivering
the Registration Statement, the Prospectus, the Memoranda and any Free Writing
Prospectus, and the reproduction and delivery of this Agreement and the
furnishing to the Underwriters of such copies of the Registration Statement, the
Prospectus, the Memoranda, any Free Writing Prospectus and this Agreement as the
Underwriters may reasonably request; (viii) the fees of the rating agency or
agencies requested to rate the Certificates and (ix) the reasonable fees and
expenses of 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. The Seller hereby acknowledges its obligations, including that of
expense reimbursement, pursuant to Sections 2.01, 2.02 and 2.03 of the Pooling
and Servicing Agreement. This Agreement shall bind and inure to the benefit of,
and be enforceable by, the Seller, the Purchaser and their permitted successors
and 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:
Emanuel Chrysoulakis, Vice President, telecopy number (212) 834-6593, (ii) in
the case of the Seller, JPMorgan Chase Bank, N.A., 270 Park Avenue, 10th Floor,
New York, New York 10017, Attention: Emanuel Chrysoulakis, Vice President,
telecopy number (212) 834-6593 and (iii) in the case of any of the preceding
parties, such other address as may hereafter be furnished to the other party in
writing by such parties.

            SECTION 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. 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.


                                       By: /s/ Emanuel Chrysoulakis
                                          --------------------------------------
                                          Name: Emanuel Chrysoulakis
                                          Title: Vice President

                                       JPMORGAN CHASE BANK, N.A.



                                          By: /s/ Emanuel Chrysoulakis
                                          --------------------------------------
                                          Name: Emanuel Chrysoulakis
                                          Title: Vice President

<PAGE>

                                    EXHIBIT A

                             MORTGAGE LOAN SCHEDULE

JPMCC 2007-CIBC20
Mortgage Loan Schedule (JPMCB)


<TABLE>
<CAPTION>

         Originator/
Loan #   Loan Seller   Mortgagor Name                               Property Address                                 City
------   -----------   ------------------------------------------   ----------------------------------------------   ---------------
<S>      <C>           <C>                                          <C>                                              <C>
     1         JPMCB   Centro NP Holdings 1 SPE, LLC, New Plan      Various                                          Various
                       Creekwood SC, LLC, Centro NP Mableton
                       Walk, LLC, Centro NP East Lake
                       Pavillions, LLC, Centro NP Stockbridge
                       Village, LLC, Centro NP Miami Gardens,
                       LLC, Centro NP Tarpon Mall, LLC, Centro
                       NP Renaissance Center East, LLC, Centro
                       NP Paradise Pavilion, LLC
  1.01         JPMCB                                                4620 South Cooper Street                         Arlington
  1.02         JPMCB                                                3542-3618 Highway 138, Southeast                 Stockbridge
  1.03         JPMCB                                                5750 Northwest 183rd Street                      Miami
  1.04         JPMCB                                                1000 Crossroads Drive                            Statesville
  1.05         JPMCB                                                980 Elk Grove Town Center                        Elk Grove
                                                                                                                     Village
  1.06         JPMCB                                                155-396 North Maple Road                         Ann Arbor
  1.07         JPMCB                                                311-487 Carmen Drive                             Camarillo
  1.08         JPMCB                                                2100 Roswell Road                                Marietta
  1.09         JPMCB                                                40840 US Highway 19 North                        Tarpon Springs
  1.10         JPMCB                                                2340 East Tropicana Avenue                       Las Vegas
  1.11         JPMCB                                                4881 North Stone Avenue                          Tucson
  1.12         JPMCB                                                1400 South Main Street                           West Bend
  1.13         JPMCB                                                2002-2009 Crown Plaza Drive                      Columbus
  1.14         JPMCB                                                3501-3535 Longmire Road                          College Station
  1.15         JPMCB                                                5005-5025 Floyd Road                             Mableton
  1.16         JPMCB                                                3971 Brambleton Avenue                           Roanoke
  1.17         JPMCB                                                6425-6479 East 28th Street                       Grand Rapids
  1.18         JPMCB                                                6459 Highway 42                                  Rex
     2         JPMCB   Mall at Gurnee Mills, LLC                    6170 West Grand Avenue                           Gurnee
     3         JPMCB   NHM Owner-1, LLC                             4217 Six Forks Road                              Raleigh
     4         JPMCB   Sunrise Mills (MLP) Limited Partnership,     12801 West Sunrise Boulevard                     Sunrise
                       Sawgrass Mills Phase II Limited
                       Partnership, Sawgrass Mills Phase III
                       Limited Partnership
  5.01         JPMCB   CRP-2 Holdings DD, LLC, CRP-2 Holdings       Various                                          Various
                       Scripps, LLC, CRP-2 Southpoint, LLC,
                       CRP-2 Corporate Woods, LLC
     5         JPMCB   CRP-2 Holdings DD, LLC, CRP-2 Holdings       6900 College Boulevard                           Overland Park
                       Scripps, LLC, CRP-2 Southpoint, LLC,
                       CRP-2 Corporate Woods, LLC
     6         JPMCB   CRP-2 Holdings DD, LLC, CRP-2 Holdings       6925 & 6965 Lusk Boulevard                       San Diego
                       Scripps, LLC, CRP-2 Southpoint, LLC,
                       CRP-2 Corporate Woods, LLC
     7         JPMCB   CRP-2 Holdings DD, LLC, CRP-2 Holdings       10700 and 10800 East Geddes Avenue               Englewood
                       Scripps, LLC, CRP-2 Southpoint, LLC,
                       CRP-2 Corporate Woods, LLC
     8         JPMCB   CRP-2 Holdings DD, LLC, CRP-2 Holdings       65 Corporate Woods Drive                         Bridgeton
                       Scripps, LLC, CRP-2 Southpoint, LLC,
                       CRP-2 Corporate Woods, LLC
     9         JPMCB   CRP-2 Holdings DD, LLC, CRP-2 Holdings       550 North Continental Boulevard                  El Segundo
                       Scripps, LLC, CRP-2 Southpoint, LLC,
                       CRP-2 Corporate Woods, LLC
    10         JPMCB   CRP-2 Holdings DD, LLC, CRP-2 Holdings       3000 South Corporate Parkway                     Forest Park
                       Scripps, LLC, CRP-2 Southpoint, LLC,
                       CRP-2 Corporate Woods, LLC
    11         JPMCB   CRP-2 Holdings DD, LLC, CRP-2 Holdings       701 Lunt Avenue                                  Elk Grove
                       Scripps, LLC, CRP-2 Southpoint, LLC,                                                          Village
                       CRP-2 Corporate Woods, LLC
    12         JPMCB   CRP-2 Holdings DD, LLC, CRP-2 Holdings       55 East Howard Avenue                            Des Plaines
                       Scripps, LLC, CRP-2 Southpoint, LLC,
                       CRP-2 Corporate Woods, LLC
    13         JPMCB   CRP-2 Holdings DD, LLC, CRP-2 Holdings       1525 Chase Avenue                                Elk Grove
                       Scripps, LLC, CRP-2 Southpoint, LLC,                                                          Village
                       CRP-2 Corporate Woods, LLC
    14         JPMCB   USF PropCo I, LLC                            Various                                          Various
 14.01         JPMCB                                                15155 Northam Street                             La Mirada
 14.02         JPMCB                                                120 Longs Pond Road                              Lexington
 14.03         JPMCB                                                7004 East Hanna Avenue                           Tampa
 14.04         JPMCB                                                1685 West Cheyenne Avenue                        North Las Vegas
 14.05         JPMCB                                                7801 Statesville Road                            Charlotte
 14.06         JPMCB                                                300 Lawrence Drive                               Livermore
 14.07         JPMCB                                                4650 West Buckeye Road                           Phoenix
 14.08         JPMCB                                                8024 Telegraph Road                              Severn
 14.09         JPMCB                                                10211 North IH 35                                Oklahoma City
 14.10         JPMCB                                                7598 NW 6th Avenue                               Boca Raton
 14.11         JPMCB                                                11994 Livingston Road                            Manassas
 14.12         JPMCB                                                1500 NC Highway 39                               Zebulon
 14.13         JPMCB                                                28001 Napier Road                                Wixom
 14.14         JPMCB                                                11955 East Peakview Avenue                       Centennial
 14.15         JPMCB                                                12301 Cumberland Road                            Fishers
 14.16         JPMCB                                                1899 North US Highway 1                          Ormond Beach
 14.17         JPMCB                                                9605 54th Avenue North                           Plymouth
 14.18         JPMCB                                                222-260 and 237-251 Otrobando Avenue             Norwich
 14.19         JPMCB                                                West 137 N9245 Highway 145                       Menomonee Falls
 14.20         JPMCB                                                950 South Shiloh Road & 1992 Forest Lane         Garland
 14.21         JPMCB                                                111 Alliant Drive                                Houston
 14.22         JPMCB                                                755 Pierce Road                                  Clifton Park
 14.23         JPMCB                                                40 Fort Lewis Boulevard                          Salem
 14.24         JPMCB                                                8000 Bavaria Road                                Twinsburg
 14.25         JPMCB                                                10410 South 50th Place                           Phoenix
 14.26         JPMCB                                                1 Quality Lane                                   Streator
 14.27         JPMCB                                                2850 Selma Highway                               Montgomery
 14.28         JPMCB                                                5445 Spellmire Drive                             Cincinnati
 14.29         JPMCB                                                1350/1400 North 10th Street                      Paducah
 14.30         JPMCB                                                1044/1045 Garden Street                          Greensburg
 14.31         JPMCB                                                4601 32nd Avenue South                           Grand Forks
 14.32         JPMCB                                                5353 Nathan Lane North                           Plymouth
 14.33         JPMCB                                                125 Gardenville Parkway West                     Cheektowaga
 14.34         JPMCB                                                6315 John J Pershing Drive                       Omaha
 14.35         JPMCB                                                3500 Saratoga Avenue                             Bismarck
 14.36         JPMCB                                                333 North Claremont Avenue and                   Chicago
                                                                    340 North Oakley Boulevard
 14.37         JPMCB                                                2575 Virginia Avenue                             Hurricane
 14.38         JPMCB                                                345 South Kino Parkway                           Tucson
    15         JPMCB   Clark Tower, LLC                             5100 Poplar Avenue                               Memphis
    16         JPMCB   Riverside Lakeshore, LLC, Raintree           8210 Lakeshore Trail East Drive                  Indianapolis
                       Lakeshore, LLC, Lakeshore Gardens
                       Associates, LLC
    17         JPMCB   Titan STF TX Portfolio, LP, Titan STF NM     Various                                          Various
                       Portfolio, LLC
 17.01         JPMCB                                                101 Lindbergh Drive                              Santa Teresa
 17.02         JPMCB                                                1313 Don Haskins Drive                           El Paso
 17.03         JPMCB                                                4403 West Military Highway                       McAllen
 17.04         JPMCB                                                4200-4328 West Military Highway                  McAllen
 17.05         JPMCB                                                9701 Pan American Drive                          El Paso
 17.06         JPMCB                                                1328 East Hackberry Avenue                       McAllen
 17.07         JPMCB                                                2660 Airport Road                                Santa Teresa
 17.08         JPMCB                                                4301 West Military Highway                       McAllen
 17.09         JPMCB                                                5800 South 42nd Street                           McAllen
 17.10         JPMCB                                                1300 East Hackberry Avenue                       McAllen
 17.11         JPMCB                                                9515 Plaza Circle                                El Paso
 17.12         JPMCB                                                1200 East Hackberry Avenue                       McAllen
 17.13         JPMCB                                                6200 South 35th Street                           McAllen
 17.14         JPMCB                                                3600 West Military Highway                       McAllen
 17.15         JPMCB                                                3500 West Military Highway                       McAllen
 17.16         JPMCB                                                3500 Durango Avenue                              McAllen
 17.17         JPMCB                                                7001 South 33rd Street                           McAllen
 17.18         JPMCB                                                6412 South 36th Street                           McAllen
 17.19         JPMCB                                                6901 South 33rd Street                           McAllen
    19         JPMCB   Custom House Hotel, L.P.                     2 Portola Plaza                                  Monterey
 20.01         JPMCB                                                Various                                          Various
    20         JPMCB   Forest Hills Village MHC LLC                 11707 North 2nd Street &                         Machesney Park
                                                                    7927 Forest Hills Road                           and Lovers Park
    21         JPMCB   Whispering Sands LLC                         810 North Elmwood Park                           Valparaiso
    22         JPMCB   Weatherstone Lakes LLC                       21191 Torrence Avenue                            Sauk Village
    25         JPMCB   Riverside Avenue Partners, Ltd.              501 Riverside Avenue                             Jacksonville
    26         JPMCB   P&P Taylorsville Hilliard New Albany, LLC    Various                                          Various
 26.01         JPMCB                                                4620 Taylorsville Road                           Louisville
 26.02         JPMCB                                                5689 North Hamilton Road &                       Columbus
                                                                    4951-4977 Dublin Granville Road
 26.03         JPMCB                                                1800 Tanglewood Park Boulevard                   Hilliard
    27         JPMCB   BST Torrance Landlord (CA) QRS 14-109, Inc.  3675 Pacific Coast Highway                       Torrance
    28         JPMCB   Ellington Plaza-DG Limited Partnership       1301 U Street, Northwest                         Washington
    30         JPMCB   Columbus Corporate Office Centre LLC         39450 West Twelve Mile Road                      Novi
    34         JPMCB   Timber Ridge Auyoung, LLC, Timber Ridge      6700 Wall Street                                 Mobile
                       Batliner, LLC, Timber Ridge Beekwilder,
                       LLC, Timber Ridge Campbell, LLC, Timber
                       Ridge Croke, LLC, Timber Ridge Dawson,
                       LLC, Timber Ridge Dehmer, LLC, Timber
                       Ridge Dixon, LLC, Timber Ridge Eaton,
                       LLC, Timber Ridge Fang, LLC, Timber
                       Ridge Goulston, LLC, Timber Ridge GU,
                       LLC, Timber Ridge Jacobs, LLC, Timber
                       Ridge Keller, LLC, Timber Ridge
                       Kowalchek, LLC, Timber Ridge La'imi Road
                       Partners, LLC, et.al.
    37         JPMCB   Broadway Palace Theatre Company              1564 Broadway                                    New York
    41         JPMCB   Lotus One Properties, LLC                    3643 Dolittle Drive                              Redondo Beach
    43         JPMCB   Carlsbad Commerce Center, LP                 2185-2237 Faraday Avenue                         Carlsbad
    47         JPMCB   Southshore Real Estate Development, L.L.C.   5452 Fort Street                                 Trenton
    52         JPMCB   Park Village, LLC                            2060, 2070, 2080, 2090 & 2100 Zink Road          Fairborn
    57         JPMCB   Property Holdings, LLC                       5505-5805 Manatee Ave West                       Bradenton
    59         JPMCB   Paterson Plaza, L.L.C.                       100 Hamilton Plaza                               Paterson
    60         JPMCB   LaGuardia Center Realty LLC                  43-02 Ditmars Boulevard                          Astoria
    61         JPMCB   G&I V Mid Memphis Tower LLC                  1407 Union Avenue                                Memphis
    62         JPMCB   7515 Greenville Properties, Ltd.             7515 Greenville Avenue                           Dallas
    66         JPMCB   7500 West 110th Street Investors LLC         7500 West 110th Street                           Overland Park
    68         JPMCB   UP Improvements, LLC                         8333-8357 and 8401-8501 Indianapolis Boulevard   Highland
    73         JPMCB   Belridge Investment, L.P., Alphaequity,      701 North Post Oak Road                          Houston
                       LLC, Primeridge, LLC
    77         JPMCB   599 Broadway Management, LLC                 599 Broadway                                     Paterson
    83         JPMCB   Haggerty Corridor Office Centre IV, LLC      28175 Cabot Drive                                Novi
    87         JPMCB   Deer Trace Partners, LLC                     10514 Buck Crossing                              Walton
    90         JPMCB   TSCA-202 Limited Partnership                 108 West Belt Line Road                          Cedar Hill
    91         JPMCB   Mykawa HSO Limited Partnership               10101 Southwest Freeway                          Houston
    92         JPMCB   Sharpstown HSO Limited Partnership           5822-5828 Parkersburg, 6906-6916 Harwin Drive,   Houston
                                                                    5731-5736 Savoy Drive, 5802-5808 Parkersburg,
                                                                    5650-5660 Savoy Drive, 5701-5711 Savoy Drive,
                                                                    5721-5729 Savoy Drive
    93         JPMCB   OCI Properties III, LLC                      5001 Fleur Drive                                 Des Moines
    94         JPMCB   Century Park Partners, Ltd.                  20430 Imperial Valley Drive                      Houston
    95         JPMCB   550 Congressional Blvd., LLC                 550 Congressional Boulevard                      Carmel
    99         JPMCB   Gvogel, LLC, Dvogel, LLC                     200 North Edwards Boulevard                      Lake Geneva
   101         JPMCB   J.J. & W., I, Ltd.                           600 Nova Drive                                   Massillon
   102         JPMCB   Lafayette Partners, Ltd.                     6925 South Padre Island Drive                    Corpus Christi
   103         JPMCB   McLean CBD Limited Partnership               6805 Old Dominion Drive                          McLean
   105         JPMCB   CBS (PA) QRS 14-12, Inc.                     615 Epsilon Drive                                Pittsburgh
   108         JPMCB    Cole GG O'Fallon Mo, LLC                    2691 Highway K                                   O'Fallon
   110         JPMCB   Citizens Square Associates, LLC              4075 Georgia Highway 120                         Dallas
   111         JPMCB   Cole GG St. Peters MO, LLC                   5230 South Highway 94                            St. Peters
   117         JPMCB   Cole 24 Olathe KS, LLC                       134th Place and Blackfoot Drive                  Olathe
   119         JPMCB   Cole CC Aurora Co, LLC                       1450 South Abilene Street                        Aurora
   121         JPMCB   Liberty Hospitality Group, Inc.              3191 Highfield Drive                             Bethlehem
   122         JPMCB   Wood Hill, L.L.C.                            7 Patterson Drive                                Glenmont
   123         JPMCB   Aspen Monceaux, LLC                          516 Monceaux Road                                West Palm Beach
   124         JPMCB   FranMar Presentations, LLC                   18625 East Stage Run Road                        Parker
   125         JPMCB   CMS Chesterbrook, L.P.                       711 Hollow Road                                  Phoenixville
   127         JPMCB   Fall Lake Micek, LLC, Fall Lake Ranalli,     1415 Greens Parkway                              Houston
                       LLC, Fall Lake Meehan, LLC, Fall Lake
                       McCluskey, LLC, Fall Lake Adams, LLC,
                       Fall Lake Henry, LLC, Fall Lake Cai,
                       LLC, Fall Lake Schaap, LLC, Fall Lake
                       M.R. Schaap, LLC, Fall Lake Kauffman,
                       LLC, Fall Lake Ebel, LLC, Fall Lake
                       Wright, LLC
   128         JPMCB   WH Corners Ltd.                              721 3rd Street South West                        Winter Haven
   132         JPMCB   The Shops at Port A LP                       1007, 1023 & 1115 State Highway 361              Port Aransas
   133         JPMCB   Saint Paul 2200 Limited Partnership          2200 North Loop West                             Houston
   135         JPMCB   King Bordeaux Investors, LTD.                2901 South Brahma Boulevard                      Kingsville
   136         JPMCB   Terravista Partners - Roselawn, Ltd.         3346 Roselawn Road                               San Antonio
   137         JPMCB   Arcadia Plaza Investors, LLC                 40700 California Oaks Road                       Murrieta
   142         JPMCB   AFG-Buford, LLC                              1855 Mall of Georgia Boulevard                   Buford


<CAPTION>

Loan #   State     Zip Code       County                 Property Name                              Size      Measure
------   -------   ------------   --------------------   ----------------------------------------   -------   -----------
<S>      <C>       <C>            <C>                    <C>                                        <C>       <C>
     1   Various   Various        Various                Centro - New Plan Pool I                   3144729   Square Feet
  1.01   TX               78336   Tarrant                Bardin Place Center                         310184   Square Feet
  1.02   GA               30281   Clayton                Stockbridge Village                         188203   Square Feet
  1.03   FL               33015   Miami-Dade             Miami Gardens                               244719   Square Feet
  1.04   NC               28625   Iredell                Crossroads Shopping Center                  340190   Square Feet
  1.05   IL               60007   Cook                   Elk Grove Town Center                       131849   Square Feet
  1.06   MI               48103   Washtenaw              Maple Village                               296385   Square Feet
  1.07   CA               93010   Ventura                Carmen Plaza                                129173   Square Feet
  1.08   GA               30062   Cobb                   Pavillions at Eastlake                      156853   Square Feet
  1.09   FL               34689   Pinellas               Tarpon Mall                                 147585   Square Feet
  1.10   NV               89119   Clark                  Renaissance Center East                     144216   Square Feet
  1.11   AZ               85704   Pima                   Northmall Centre                            168585   Square Feet
  1.12   WI               53095   Washington             Paradise Pavilion                           198419   Square Feet
  1.13   OH               43235   Franklin               Crown Point                                 147275   Square Feet
  1.14   TX               77845   Brazos                 Rock Prairie Crossing                       119000   Square Feet
  1.15   GA               30126   Cobb                   Mableton Walk                               105742   Square Feet
  1.16   VA               24018   Roanoke                Cave Spring Corners                         147044   Square Feet
  1.17   MI               49546   Kent                   Cascade East                                 99529   Square Feet
  1.18   GA               30273   Clayton                Creekwood Shopping Center                    69778   Square Feet
     2   IL               60031   Lake                   Gurnee Mills                               1558930   Square Feet
     3   NC               27609   Wake                   North Hills Mall                            585798   Square Feet
     4   FL               33323   Broward                Sawgrass Mills Mall                        1991491   Square Feet
  5.01   Various   Various        Various                Colony Portfolio VII                       1662810   Square Feet
     5   KS               66211   Johnson                Financial Plaza                             291967   Square Feet
     6   CA               92121   San Diego              Scripps Waterbridge                         124290   Square Feet
     7   CO               80112   Arapahoe               Dry Creek Corporate Center II & III         185957   Square Feet
     8   MO               63044   Saint Louis            65 Corporate Woods Drive                    556287   Square Feet
     9   CA               90245   Los Angeles            550 North Continental                        97257   Square Feet
    10   GA               30297   Clayton                3000 SouthPoint                             203280   Square Feet
    11   IL               60007   Cook                   O'Hare Industrial 701 Lunt                   93655   Square Feet
    12   IL               60018   Cook                   O'Hare Industrial 55 East Howard             79617   Square Feet
    13   IL               60007   Cook                   O'Hare Industrial 1525 Chase                 30500   Square Feet
    14   Various   Various        Various                USFS Industrial Distribution Portfolio     9042097   Square Feet
 14.01   CA               90638   Los Angeles            15155 Northam Street                        436739   Square Feet
 14.02   SC               29072   Lexington              120 Longs Pond Road                         504627   Square Feet
 14.03   FL               33610   Hillsborough           7004 East Hanna Avenue                      336634   Square Feet
 14.04   NV               89032   Clark                  1685 West Cheyenne Avenue                   307790   Square Feet
 14.05   NC               28269   Mecklenburg            7801 Statesville Road                       427894   Square Feet
 14.06   CA               94551   Alameda                300 Lawrence Drive                          330250   Square Feet
 14.07   AZ               85043   Maricopa               4650 West Buckeye Road                      313900   Square Feet
 14.08   MD               21144   Anne Arundel           8024 Telegraph Road                         346271   Square Feet
 14.09   OK               73131   Oklahoma               10211 North I-35 Service Road               321769   Square Feet
 14.10   FL               33487   Palm Beach             7598 NW 6th Avenue                          172200   Square Feet
 14.11   VA               20109   Prince William         11994 Livingston Road                       287080   Square Feet
 14.12   NC               27597   Wake                   1500 NC Hwy 39                              394065   Square Feet
 14.13   MI               48393   Oakland                28001 Napier Road                           286800   Square Feet
 14.14   CO               80111   Arapahoe               11955 East Peakview Avenue                  381032   Square Feet
 14.15   IN               46038   Hamilton               12301 Cumberland Road                       229062   Square Feet
 14.16   FL               32174   Volusia                1899 North US Hwy 1                         202143   Square Feet
 14.17   MN               55442   Hennepin               9605 54th Avenue North                      219530   Square Feet
 14.18   CT               06360   New London             222 Otrobando Avenue P.O. Box 103           240609   Square Feet
 14.19   WI               53051   Waukesha               W137 N9245 Highway 45                       172826   Square Feet
 14.20   TX               75042   Dallas                 950 South Shiloh Road & 1992 Forest Lane    357370   Square Feet
 14.21   TX               77032   Harris                 111 Alliant Drive                           167939   Square Feet
 14.22   NY               12065   Saratoga               755 Pierce Road                             150000   Square Feet
 14.23   VA               24153   Salem                  40 Fort Lewis Boulevard                     356178   Square Feet
 14.24   OH               44087   Summit                 8000 Bavaria Road                           167575   Square Feet
 14.25   AZ               85044   Maricopa               10410 South 50th Place                       62388   Square Feet
 14.26   IL               61364   Livingston             1 Quality Lane                              155100   Square Feet
 14.27   AL               36108   Montgomery             2850 Selma Highway                          304112   Square Feet
 14.28   OH               45246   Butler                 5445 Spellmire Drive                        203958   Square Feet
 14.29   KY               42001   McCracken              1350/1400 North 10th Street                 155994   Square Feet
 14.30   PA               15601   Westmoreland           1044/1045 Garden Street                     323900   Square Feet
 14.31   ND               58201   Grand Forks            4601 32nd Avenue South                      119220   Square Feet
 14.32   MN               55442   Hennepin               5353 Nathan Lane North                       79855   Square Feet
 14.33   NY               14224   Erie                   125 Gardenville Parkway West                150104   Square Feet
 14.34   NE               68110   Douglas                6315 John J Pershing Drive                  107000   Square Feet
 14.35   ND               58503   Burleigh               3500 Saratoga Avenue                         65800   Square Feet
 14.36   IL               60612   Cook                   333-340 North Claremont Avenue               47700   Square Feet
 14.37   WV               25526   Putnam                 2575 Virginia Avenue                        137337   Square Feet
 14.38   AZ               85719   Pima                   345 Kino Drive                               19346   Square Feet
    15   TN               38137   Shelby                 Clark Tower                                 657245   Square Feet
    16   IN               46250   Marion                 Lakeshore Apartments                           740   Units
    17   Various   Various        Various                STF Portfolio                              1200274   Square Feet
 17.01   NM               88008   Dona Ana               101 Lindbergh Drive                         333800   Square Feet
 17.02   TX               79936   El Paso                1313 Don Haskins Drive                      174860   Square Feet
 17.03   TX               78503   Hidalgo                4403 West Military Highway                  112104   Square Feet
 17.04   TX               78503   Hidalgo                4200 West Military Highway                   80220   Square Feet
 17.05   TX               79927   El Paso                9701 Pan American Drive                      80000   Square Feet
 17.06   TX               78501   Hidalgo                1328 East Hackberry Avenue                   45734   Square Feet
 17.07   NM               88008   Dona Ana               2660 Airport Road                            31906   Square Feet
 17.08   TX               78503   Hidalgo                4301 West Military Highway                   52500   Square Feet
 17.09   TX               78503   Hidalgo                5800 South 42nd Street                       41400   Square Feet
 17.10   TX               78501   Hidalgo                1300 East Hackberry Avenue                   34500   Square Feet
 17.11   TX               79927   El Paso                9515 Plaza Circle                            38400   Square Feet
 17.12   TX               78501   Hidalgo                1200 East Hackberry Avenue                   27500   Square Feet
 17.13   TX               78503   Hidalgo                6200 South 35th Street                       24000   Square Feet
 17.14   TX               78503   Hidalgo                3600 West Military Highway                   21000   Square Feet
 17.15   TX               78503   Hidalgo                3500 West Millitary Highway                  20000   Square Feet
 17.16   TX               78503   Hidalgo                3500 Durango Avenue                          21000   Square Feet
 17.17   TX               78503   Hidalgo                7001 South 33rd Street                       20000   Square Feet
 17.18   TX               78503   Hidalgo                6412 South 36th Street                       20160   Square Feet
 17.19   TX               78503   Hidalgo                6901 South 33rd Street                       21190   Square Feet
    19   CA               93940   Monterey               Portola Plaza Hotel                            379   Rooms
 20.01   Various   Various        Various                Zeman Crossed Portfolio                       1356   Pads
    20   IL        61111, 61115   Winnebago              Forest View                                    933   Pads
    21   IN               46385   Porter                 Whispering Sands                               329   Pads
    22   IL               60411   Cook                   Sauk Trail MHC                                  94   Pads
    25   FL               32202   Duval                  Everbank Building                           207022   Square Feet
    26   Various   Various        Various                Gold's Gym Portfolio                        194312   Square Feet
 26.01   KY               40220   Jefferson              Gold's Gym - Taylorsville                    67634   Square Feet
 26.02   OH               43230   Franklin               Gold's Gym - New Albany                      72417   Square Feet
 26.03   OH               43026   Franklin               Gold's Gym - Hillard                         54261   Square Feet
    27   CA               90505   Los Angeles            Best Buy - Torrence, CA                     106970   Square Feet
    28   DC               20009   District of Columbia   Ellington Plaza                                190   Units
    30   MI               48377   Oakland                Columbus Corporate Office                   130768   Square Feet
    34   AL               36695   Mobile                 Timber Ridge Apartments                        320   Units
    37   NY               10036   New York               1564 Broadway                                52657   Square Feet
    41   CA               90278   Los Angeles            Northrop Grumman - Redondo Beach             99840   Square Feet
    43   CA               92008   San Diego              Carlsbad Commerce Center                    145718   Square Feet
    47   MI               48183   Wayne                  Southshore Medical                           44750   Square Feet
    52   OH               45234   Greene                 Wright State Student Apartments                190   Units
    57   FL               34209   Manatee                Palma Sola Shopping Center                  115809   Square Feet
    59   NJ               07505   Passaic                Alexander Hamilton Plaza                    177101   Square Feet
    60   NY               11105   Queens                 43-02 Ditmars                                83266   Square Feet
    61   TN               38104   Shelby                 Mid Memphis Tower                           209438   Square Feet
    62   TX               75231   Dallas                 7515 Greenville                             121441   Square Feet
    66   KS               66210   Johnson                7500 West 110th Street                      107748   Square Feet
    68   IN               46322   Lake                   Ultra Plaza                                 166727   Square Feet
    73   TX               77024   Harris                 701 N. Post Oak                             120887   Square Feet
    77   NJ               07514   Passaic                599 Broadway                                   117   Units
    83   MI               48377   Oakland                Haggerty IV                                  52756   Square Feet
    87   KY               41094   Boone                  Deer Trace MHC                                 319   Pads
    90   TX               75104   Dallas                 Lakeridge Shopping Center                   130762   Square Feet
    91   TX               77074   Harris                 One Sterling Plaza                          101076   Square Feet
    92   TX               77036   Harris                 Sharpstown Industrial Portfolio I & II      163798   Square Feet
    93   IA               50321   Polk                   Hampton Inn - Des Moines Airport               121   Rooms
    94   TX               77073   Harris                 Century Park Apartments                        208   Units
    95   IN               46032   Hamilton               North Pointe Center - Carmel, IN            108122   Square Feet
    99   WI               53147   Walworth               200 Edwards                                  50987   Square Feet
   101   OH               44646   Stark                  Alco Building                               166910   Square Feet
   102   TX               78412   Nueces                 Armon Bay Apartments                           148   Units
   103   VA               22101   Fairfax                PNC Bank - McLean                            18000   Square Feet
   105   PA               15238   Allegheny              L-3 Communications                          146103   Square Feet
   108   MO               63368   St. Charles            Gold's Gym - O'Fallon, MO                    40285   Square Feet
   110   GA               30157   Paulding               Citizen Square                               75432   Square Feet
   111   MO               63304   Saint Charles          Gold's Gym - St. Peters, MO                  39900   Square Feet
   117   KS               66062   Johnson                24 Hour Fitness Olathe                       25000   Square Feet
   119   CO               80012   Arapahoe               Circuit City Aurora Colorado                 39440   Square Feet
   121   PA               18020   Northampton            Comfort Inn - Bethlehem                        112   Rooms
   122   NY               12077   Albany                 Woodhill Apartments                             60   Units
   123   FL               33405   Palm Beach             Monceaux                                     72000   Square Feet
   124   CO               80134   Douglas                Twenty Mile Stadium Theater                  32142   Square Feet
   125   PA               19460   Montgomery             Chesterbrook Academy                         14890   Square Feet
   127   TX               77067   Harris                 Fall Lake Apartments                           124   Units
   128   FL               33880   Polk                   Winter Haven Corners                         23434   Square Feet
   132   TX               78373   Nueces                 Shops at Port A - Phase I                    32700   Square Feet
   133   TX               77018   Harris                 2200 North Loop                              63449   Square Feet
   135   TX               78363   Kleberg                Bordeaux Apartments                            120   Units
   136   TX               78226   Bexar                  Roselawn                                        88   Units
   137   CA               92562   Riverside              Murrieta Professional Plaza                  19601   Square Feet
   142   GA               30519   Gwinnett               Lazy Boy - Buford, GA                        22040   Square Feet


<CAPTION>

                             Net Mortgage    Original                                          Maturity/ARD                 Rem.
Loan #   Interest Rate (%)   Interest Rate   Balance       Cutoff Balance   Term   Rem. Term   Date           Amort. Term   Amort.
------   -----------------   -------------   -----------   --------------   ----   ---------   ------------   -----------   ------
<S>      <C>                 <C>             <C>           <C>              <C>    <C>         <C>            <C>           <C>
     1             6.38350         6.36276   300,000,000      300,000,000    120         120   09/01/17               360      360
  1.01             6.38350                    30,000,000       30,000,000    120         120   09/01/17               360      360
  1.02             6.38350                    25,000,000       25,000,000    120         120   09/01/17               360      360
  1.03             6.38350                    23,500,000       23,500,000    120         120   09/01/17               360      360
  1.04             6.38350                    22,000,000       22,000,000    120         120   09/01/17               360      360
  1.05             6.38350                    21,000,000       21,000,000    120         120   09/01/17               360      360
  1.06             6.38350                    19,000,000       19,000,000    120         120   09/01/17               360      360
  1.07             6.38350                    18,700,000       18,700,000    120         120   09/01/17               360      360
  1.08             6.38350                    18,500,000       18,500,000    120         120   09/01/17               360      360
  1.09             6.38350                    18,100,000       18,100,000    120         120   09/01/17               360      360
  1.10             6.38350                    17,000,000       17,000,000    120         120   09/01/17               360      360
  1.11             6.38350                    17,000,000       17,000,000    120         120   09/01/17               360      360
  1.12             6.38350                    13,000,000       13,000,000    120         120   09/01/17               360      360
  1.13             6.38350                    12,900,000       12,900,000    120         120   09/01/17               360      360
  1.14             6.38350                    10,900,000       10,900,000    120         120   09/01/17               360      360
  1.15             6.38350                    10,000,000       10,000,000    120         120   09/01/17               360      360
  1.16             6.38350                    10,000,000       10,000,000    120         120   09/01/17               360      360
  1.17             6.38350                     7,800,000        7,800,000    120         120   09/01/17               360      360
  1.18             6.38350                     5,600,000        5,600,000    120         120   09/01/17               360      360
     2             5.76700         5.74626   246,000,000      246,000,000    120         118   07/01/17                 0        0
     3             6.01300         5.99226   141,150,000      141,150,000    120         118   07/01/17                 0        0
     4             5.82000         5.79926   139,411,765      139,411,765     84          82   07/01/14                 0        0
  5.01             6.06700                   107,323,000      107,323,000
     5             6.06700         6.04626    27,330,000       27,330,000     72          72   10/01/13                 0        0
     6             6.06700         6.04626    22,800,000       22,800,000     84          84   10/01/14                 0        0
     7             6.06700         6.04626    17,166,000       17,166,000     60          60   10/01/12                 0        0
     8             6.06700         6.04626    14,050,000       14,050,000     60          60   10/01/12                 0        0
     9             6.06700         6.04626    12,741,000       12,741,000     60          60   10/01/12                 0        0
    10             6.06700         6.04626     6,960,000        6,960,000     60          60   10/01/12                 0        0
    11             6.06700         6.04626     2,820,000        2,820,000     84          84   10/01/14                 0        0
    12             6.06700         6.04626     2,340,000        2,340,000     84          84   10/01/14                 0        0
    13             6.06700         6.04626     1,116,000        1,116,000     84          84   10/01/14                 0        0
    14             6.38300         6.35226    67,709,413       67,709,413    120         119   08/01/17                 0        0
 14.01             6.38300                     6,503,750        6,503,750    120         119   08/01/17                 0        0
 14.02             6.38300                     3,977,500        3,977,500    120         119   08/01/17                 0        0
 14.03             6.38300                     3,397,000        3,397,000    120         119   08/01/17                 0        0
 14.04             6.38300                     3,332,500        3,332,500    120         119   08/01/17                 0        0
 14.05             6.38300                     3,249,725        3,249,725    120         119   08/01/17                 0        0
 14.06             6.38300                     3,085,250        3,085,250    120         119   08/01/17                 0        0
 14.07             6.38300                     2,990,650        2,990,650    120         119   08/01/17                 0        0
 14.08             6.38300                     2,838,000        2,838,000    120         119   08/01/17                 0        0
 14.09             6.38300                     2,805,750        2,805,750    120         119   08/01/17                 0        0
 14.10             6.38300                     2,687,500        2,687,500    120         119   08/01/17                 0        0
 14.11             6.38300                     2,569,250        2,569,250    120         119   08/01/17                 0        0
 14.12             6.38300                     2,402,625        2,402,625    120         119   08/01/17                 0        0
 14.13             6.38300                     1,935,000        1,935,000    120         119   08/01/17                 0        0
 14.14             6.38300                     1,838,250        1,838,250    120         119   08/01/17                 0        0
 14.15             6.38300                     1,773,750        1,773,750    120         119   08/01/17                 0        0
 14.16             6.38300                     1,666,250        1,666,250    120         119   08/01/17                 0        0
 14.17             6.38300                     1,612,500        1,612,500    120         119   08/01/17                 0        0
 14.18             6.38300                     1,612,500        1,612,500    120         119   08/01/17                 0        0
 14.19             6.38300                     1,526,500        1,526,500    120         119   08/01/17                 0        0
 14.20             6.38300                     1,451,250        1,451,250    120         119   08/01/17                 0        0
 14.21             6.38300                     1,419,000        1,419,000    120         119   08/01/17                 0        0
 14.22             6.38300                     1,268,500        1,268,500    120         119   08/01/17                 0        0
 14.23             6.38300                     1,268,500        1,268,500    120         119   08/01/17                 0        0
 14.24             6.38300                     1,187,875        1,187,875    120         119   08/01/17                 0        0
 14.25             6.38300                     1,092,200        1,092,200    120         119   08/01/17                 0        0
 14.26             6.38300                     1,042,750        1,042,750    120         119   08/01/17                 0        0
 14.27             6.38300                       987,925          987,925    120         119   08/01/17                 0        0
 14.28             6.38300                       852,475          852,475    120         119   08/01/17                 0        0
 14.29             6.38300                       798,188          798,188    120         119   08/01/17                 0        0
 14.30             6.38300                       780,450          780,450    120         119   08/01/17                 0        0
 14.31             6.38300                       760,563          760,563    120         119   08/01/17                 0        0
 14.32             6.38300                       599,313          599,313    120         119   08/01/17                 0        0
 14.33             6.38300                       569,750          569,750    120         119   08/01/17                 0        0
 14.34             6.38300                       462,250          462,250    120         119   08/01/17                 0        0
 14.35             6.38300                       413,875          413,875    120         119   08/01/17                 0        0
 14.36             6.38300                       387,000          387,000    120         119   08/01/17                 0        0
 14.37             6.38300                       387,000          387,000    120         119   08/01/17                 0        0
 14.38             6.38300                       176,300          176,300    120         119   08/01/17                 0        0
    15             6.21700         6.19626    60,750,000       60,750,000    120         120   09/01/17               360      360
    16             5.79100         5.77026    52,200,000       52,200,000    120         118   07/01/17               360      360
    17             6.45450         6.42746    49,000,000       49,000,000    120         119   08/01/17               360      360
 17.01             6.45450                    12,854,215       12,854,215    120         119   08/01/17               360      360
 17.02             6.45450                     6,694,823        6,694,823    120         119   08/01/17               360      360
 17.03             6.45450                     5,671,505        5,671,505    120         119   08/01/17               360      360
 17.04             6.45450                     3,253,886        3,253,886    120         119   08/01/17               360      360
 17.05             6.45450                     2,603,889        2,603,889    120         119   08/01/17               360      360
 17.06             6.45450                     2,174,453        2,174,453    120         119   08/01/17               360      360
 17.07             6.45450                     2,171,336        2,171,336    120         119   08/01/17               360      360
 17.08             6.45450                     1,766,061        1,766,061    120         119   08/01/17               360      360
 17.09             6.45450                     1,726,313        1,726,313    120         119   08/01/17               360      360
 17.10             6.45450                     1,589,144        1,589,144    120         119   08/01/17               360      360
 17.11             6.45450                     1,477,693        1,477,693    120         119   08/01/17               360      360
 17.12             6.45450                     1,440,283        1,440,283    120         119   08/01/17               360      360
 17.13             6.45450                     1,071,639        1,071,639    120         119   08/01/17               360      360
 17.14             6.45450                       918,103          918,103    120         119   08/01/17               360      360
 17.15             6.45450                       803,535          803,535    120         119   08/01/17               360      360
 17.16             6.45450                       736,508          736,508    120         119   08/01/17               360      360
 17.17             6.45450                       695,981          695,981    120         119   08/01/17               360      360
 17.18             6.45450                       688,187          688,187    120         119   08/01/17               360      360
 17.19             6.45450                       662,446          662,446    120         119   08/01/17               360      360
    19             5.44650         5.42576    40,000,000       40,000,000    120         119   08/01/17                 0        0
 20.01             6.51700                    39,005,000       39,005,000     60          59   08/01/12               360      360
    20             6.51700         6.49626    30,874,000       30,874,000     60          59   08/01/12               360      360
    21             6.51700         6.49626     6,241,000        6,241,000     60          59   08/01/12               360      360
    22             6.51700         6.49626     1,890,000        1,890,000     60          59   08/01/12               360      360
    25             6.21950         6.18876    38,800,000       38,800,000    120         119   08/01/17               360      360
    26             6.71350         6.66076    29,425,000       29,425,000    120         120   10/01/17               300      300
 26.01             6.71350                    10,825,000       10,825,000    120         120   10/01/17               300      300
 26.02             6.71350                    10,250,000       10,250,000    120         120   10/01/17               300      300
 26.03             6.71350                     8,350,000        8,350,000    120         120   10/01/17               300      300
    27             6.30430         6.28356    28,700,000       28,700,000    120         120   09/01/17               360      360
    28             5.82100         5.76026    27,300,000       27,300,000    120         108   09/01/16               360      360
    30             6.46550         6.44476    24,000,000       24,000,000    144         144   09/01/19               264      264
    34             6.46000         6.43926    20,425,000       20,425,000     60          60   09/01/12               360      360
    37             5.58100         5.56026    20,000,000       20,000,000    120         120   09/01/17               360      360
    41             6.36950         6.34876    17,300,000       17,287,021    120         119   08/01/17               360      359
    43             6.36400         6.34326    16,300,000       16,300,000    120         120   09/01/17               360      360
    47             6.57450         6.51376    14,800,000       14,800,000    120         119   08/01/17               360      360
    52             6.18000         6.15926    13,000,000       12,989,729    120         119   08/01/17               360      359
    57             6.51400         6.49326    12,250,000       12,250,000    120         120   09/01/17               360      360
    59             6.33550         6.31476    12,000,000       12,000,000    120         119   08/01/17               360      360
    60             6.41400         6.39326    12,000,000       12,000,000    120         120   09/01/17               360      360
    61             5.86400         5.84326    11,700,000       11,700,000     60          54   03/01/12                 0        0
    62             6.53270         6.51196    11,700,000       11,700,000    120         119   08/01/17               360      360
    66             6.56250         6.54176    10,540,000       10,540,000    120         120   09/01/17               360      360
    68             6.36250         6.34176    10,250,000       10,250,000    120         119   08/01/17               360      360
    73             6.55000         6.52926     9,600,000        9,600,000    120         120   09/01/17               360      360
    77             6.30450         6.28376     9,000,000        9,000,000    120         119   08/01/17               360      360
    83             6.38950         6.36876     8,125,000        8,125,000    120         120   09/01/17               300      300
    87             6.35350         6.33276     7,900,000        7,900,000    120         120   09/01/17               360      360
    90             6.25000         6.22926     7,550,000        7,550,000    180         180   09/01/22               180      180
    91             6.65050         6.62976     7,425,000        7,425,000    120         120   10/01/17               360      360
    92             6.63600         6.61526     7,250,000        7,250,000    120         120   10/01/17               360      360
    93             6.43000         6.40926     7,200,000        7,200,000     60          60   10/01/12               360      360
    94             5.56000         5.53926     7,200,000        7,200,000    120         118   07/01/17               360      360
    95             5.98900         5.96826     7,050,000        7,050,000    120         117   06/01/17               360      360
    99             6.56850         6.54776     6,600,000        6,600,000    120         120   09/01/17               360      360
   101             6.65000         6.62926     6,500,000        6,500,000    120         120   09/01/17               240      240
   102             5.56000         5.53926     6,440,000        6,440,000    120         118   07/01/17               360      360
   103             6.54200         6.52126     6,300,000        6,300,000    120         120   09/01/17               360      360
   105             6.31150         6.29076     6,000,000        6,000,000     60          60   09/01/12               360      360
   108             6.08800         6.06726     5,425,000        5,425,000    120         120   09/01/17                 0        0
   110             6.27350         6.25276     5,300,000        5,300,000     60          60   10/01/12               360      360
   111             5.90800         5.88726     5,250,000        5,250,000    122         121   10/01/17               360      360
   117             6.15000         6.12926     4,816,500        4,816,500    120         120   09/01/17                 0        0
   119             6.62200         6.60126     4,777,000        4,777,000    120         120   09/01/17                 0        0
   121             6.50150         6.48076     4,700,000        4,693,183     60          58   07/01/12               360      358
   122             6.49500         6.47426     4,600,000        4,600,000    120         120   09/01/17               360      360
   123             6.36700         6.29626     4,600,000        4,600,000    120         119   08/01/17               360      360
   124             6.76650         6.74576     4,400,000        4,400,000    120         120   09/01/17               300      300
   125             6.45700         6.39626     4,300,000        4,300,000     84          83   08/01/14               360      360
   127             5.87700         5.85626     4,200,000        4,200,000     60          57   06/01/12                 0        0
   128             6.54550         6.53476     4,000,000        4,000,000    120         119   08/01/17               360      360
   132             6.15000         6.03926     3,800,000        3,792,570    240         239   08/01/27               240      239
   133             6.23450         6.21376     3,565,000        3,565,000    120         120   09/01/17               360      360
   135             6.41850         6.39776     3,000,000        3,000,000    120         118   07/01/17               360      360
   136             6.12550         6.10476     2,983,000        2,983,000    120         117   06/01/17                 0        0
   137             6.35350         6.33276     2,700,000        2,700,000    120         120   09/01/17                 0        0
   142             6.70000         6.67926     2,437,500        2,437,500    120         120   09/01/17               228      228
<CAPTION>

         Monthly
         Debt        Servicing                              ARD Step                   Crossed
Loan #   Service     Fee Rate    Accrual Type   ARD (Y/N)   Up (%)     Title Type      Loan      Guarantor
------   ---------   ---------   ------------   ---------   --------   -------------   -------   -----------------------------------
<S>       <C>        <C>         <C>            <C>         <C>        <C>             <C>       <C>
     1   1,873,278     0.02000   Actual/360     No                     Fee                       CPT Manager Limited, Centro
                                                                                                 Properties Limited
  1.01                           Actual/360     No                     Fee
  1.02                           Actual/360     No                     Fee
  1.03                           Actual/360     No                     Fee
  1.04                           Actual/360     No                     Fee
  1.05                           Actual/360     No                     Fee
  1.06                           Actual/360     No                     Fee
  1.07                           Actual/360     No                     Fee
  1.08                           Actual/360     No                     Fee
  1.09                           Actual/360     No                     Fee
  1.10                           Actual/360     No                     Fee
  1.11                           Actual/360     No                     Fee
  1.12                           Actual/360     No                     Fee
  1.13                           Actual/360     No                     Fee
  1.14                           Actual/360     No                     Fee
  1.15                           Actual/360     No                     Fee
  1.16                           Actual/360     No                     Fee
  1.17                           Actual/360     No                     Fee
  1.18                           Actual/360     No                     Fee
     2   1,198,655     0.02000   Actual/360     No                     Fee                       SPG ML Holdings, LLC, SPG-FMC
                                                                                                 Holdings I, LLC, The Mills
                                                                                                 Limited Partnership
     3     717,102     0.02000   Actual/360     No                     Fee                       John M. Kane
     4     685,538     0.02000   Actual/360     No                     Fee                       Sunrise Mills (MLP) Limited
                                                                                                 Partnership, Sawgrass Mills Phase
                                                                                                 II Limited Partnership, Sawgrass
                                                                                                 Mills Phase III Limited
                                                                                                 Partnership, Sawgrass Mills IV,
                                                                                                 LLC and The Mills Limited
                                                                                                 Partnership
  5.01     550,143               Actual/360     No                     Fee                       Colony Realty Partners II REIT
     5     140,095     0.02000   Actual/360     No                     Fee             A         Colony Realty Partners II REIT
     6     116,874     0.02000   Actual/360     No                     Fee             A         Colony Realty Partners II REIT
     7      87,994     0.02000   Actual/360     No                     Fee             A         Colony Realty Partners II REIT
     8      72,021     0.02000   Actual/360     No                     Fee             A         Colony Realty Partners II REIT
     9      65,311     0.02000   Actual/360     No                     Fee             A         Colony Realty Partners II REIT
    10      35,677     0.02000   Actual/360     No                     Fee             A         Colony Realty Partners II REIT
    11      14,455     0.02000   Actual/360     No                     Fee             A         Colony Realty Partners II REIT
    12      11,995     0.02000   Actual/360     No                     Fee             A         Colony Realty Partners II REIT
    13       5,721     0.02000   Actual/360     No                     Fee             A         Colony Realty Partners II REIT
    14     365,160     0.03000   Actual/360     No                     Fee                       Clayton Dubilier & Rice, Inc.,
                                                                                                 Kohlberg Kravis Roberts & Co. L.P.
 14.01                           Actual/360     No                     Fee
 14.02                           Actual/360     No                     Fee
 14.03                           Actual/360     No                     Fee
 14.04                           Actual/360     No                     Fee
 14.05                           Actual/360     No                     Fee
 14.06                           Actual/360     No                     Fee
 14.07                           Actual/360     No                     Fee
 14.08                           Actual/360     No                     Fee
 14.09                           Actual/360     No                     Fee
 14.10                           Actual/360     No                     Fee
 14.11                           Actual/360     No                     Fee
 14.12                           Actual/360     No                     Fee
 14.13                           Actual/360     No                     Fee
 14.14                           Actual/360     No                     Fee
 14.15                           Actual/360     No                     Fee
 14.16                           Actual/360     No                     Fee
 14.17                           Actual/360     No                     Fee
 14.18                           Actual/360     No                     Fee
 14.19                           Actual/360     No                     Fee
 14.20                           Actual/360     No                     Fee
 14.21                           Actual/360     No                     Fee
 14.22                           Actual/360     No                     Fee
 14.23                           Actual/360     No                     Fee
 14.24                           Actual/360     No                     Fee
 14.25                           Actual/360     No                     Fee
 14.26                           Actual/360     No                     Fee
 14.27                           Actual/360     No                     Fee
 14.28                           Actual/360     No                     Fee
 14.29                           Actual/360     No                     Fee
 14.30                           Actual/360     No                     Fee
 14.31                           Actual/360     No                     Fee
 14.32                           Actual/360     No                     Fee
 14.33                           Actual/360     No                     Fee
 14.34                           Actual/360     No                     Fee
 14.35                           Actual/360     No                     Fee
 14.36                           Actual/360     No                     Fee
 14.37                           Actual/360     No                     Fee
 14.38                           Actual/360     No                     Fee
    15     372,745     0.02000   Actual/360     No                     Fee                       Charles Stein, Dennis Udwin
    16     305,986     0.02000   Actual/360     No                     Fee                       HGGP Capital II, LLC
    17     308,249     0.02630   Actual/360     No                     Fee/Leasehold             STF Titan, Inc., Ben F. Spencer,
                                                                                                 Ron W. Mills, Kevin L. Reid
 17.01                           Actual/360     No                     Fee/Leasehold
 17.02                           Actual/360     No                     Fee/Leasehold
 17.03                           Actual/360     No                     Fee/Leasehold
 17.04                           Actual/360     No                     Fee/Leasehold
 17.05                           Actual/360     No                     Fee/Leasehold
 17.06                           Actual/360     No                     Fee/Leasehold
 17.07                           Actual/360     No                     Fee/Leasehold
 17.08                           Actual/360     No                     Fee/Leasehold
 17.09                           Actual/360     No                     Fee/Leasehold
 17.10                           Actual/360     No                     Fee/Leasehold
 17.11                           Actual/360     No                     Fee/Leasehold
 17.12                           Actual/360     No                     Fee/Leasehold
 17.13                           Actual/360     No                     Fee/Leasehold
 17.14                           Actual/360     No                     Fee/Leasehold
 17.15                           Actual/360     No                     Fee/Leasehold
 17.16                           Actual/360     No                     Fee/Leasehold
 17.17                           Actual/360     No                     Fee/Leasehold
 17.18                           Actual/360     No                     Fee/Leasehold
 17.19                           Actual/360     No                     Fee/Leasehold
    19     184,072     0.02000   Actual/360     No                     Fee
 20.01     246,974               Actual/360     No                     Fee
    20     195,490     0.02000   Actual/360     No                     Fee             B         Edward C. Zeman
    21      39,517     0.02000   Actual/360     No                     Fee             B         Edward C. Zeman
    22      11,967     0.02000   Actual/360     No                     Fee             B         Edward C. Zeman
    25     238,129     0.03000   Actual/360     No                     Fee                       Riverside Avenue Partners, LTD.
    26     202,623     0.05200   Actual/360     No                     Various                   Royce G. Pulliam
 26.01                           Actual/360     No                     Fee
 26.02                           Actual/360     No                     Leasehold
 26.03                           Actual/360     No                     Fee
    27     177,726     0.02000   Actual/360     No                     Fee                       Corporate Property Associates 14
                                                                                                 Incorporated
    28     160,549     0.06000   30/360         No                     Fee                       Christopher J. Donatelli, Louis T.
                                                                                                 Donatelli
    30     170,606     0.02000   Actual/360     No                     Fee                       Neil J. Sosin
    34     128,563     0.02000   Actual/360     No                     Fee                       Glenn Auyoung, Emily Auyoung,
                                                                                                 Donald J. Batliner, Diane B.
                                                                                                 Batliner, Henricus P. Beekwilder,
                                                                                                 Beatrys M. Beekwilder, Curtis
                                                                                                 Campbell, Daniel Martin Croke,
                                                                                                 Susan Lynne Croke, William M.
                                                                                                 Dawson, Angie P. Dawson, Stephen
                                                                                                 Dehmer, Stacey Dehmer, Philip B.
                                                                                                 Dixon, Tamara B. Dixon, William
                                                                                                 Eaton, Yong Fang, Roxanne M.
                                                                                                 Goulston, Lucy Gu, Bryan Jacobs,
                                                                                                 Scott C. Keller, Scott Kowalchek,
                                                                                                 Alyse Cordeiro, Christopher
                                                                                                 Marino, James Michael Markovich,
                                                                                                 Rosemarie Markovich, David H.
                                                                                                 Maxfield, Peter L. Mosca, Nathan
                                                                                                 W. Hanks, Barry G. Olson, Claudia
                                                                                                 J. Olson, Pairat Pannara, Winita
                                                                                                 Pannara, Richard D. Patty, David
                                                                                                 Phillips, Judy Volmert, John W.
                                                                                                 Phillips, John Poor,m George
                                                                                                 Prior, Nathan W. Hanks, Shabab
                                                                                                 Saeed, Randolph Ray Smith,
                                                                                                 Robert E. Vedaa, Edward Y. Wu,
                                                                                                 Joanna S. Wu
    37     114,576     0.02000   Actual/360     No                     Fee                       Stewart F. Lane, James M.
                                                                                                 Nederlander
    41     107,867     0.02000   Actual/360     No                     Fee                       Clark B. Hsu, JSS Premier
                                                                                                 Investments, LLC
    43     101,574     0.02000   Actual/360     No                     Fee                       Timothy L. Strader, Bernard E. Fipp
    47      94,272     0.06000   Actual/360     No                     Leasehold                 The Farbman Group I, Inc.
    52      79,452     0.02000   Actual/360     No                     Fee/Leasehold             James Miller, Greg Apel, Greg Yates
    57      77,541     0.02000   Actual/360     No                     Fee                       Vincent M. Crisci
    59      74,555     0.02000   Actual/360     No                     Fee                       Michael A. Seeve, L. Robert Lieb
    60      75,171     0.02000   Actual/360     No                     Fee                       Andrew Rosenwach
    61      57,968     0.02000   Actual/360     No                     Fee                       DRA F&I Fund V Real Estate
                                                                                                 Investment Trust
    62      74,204     0.02000   Actual/360     No                     Fee
    66      67,054     0.02000   Actual/360     No                     Fee                       David H. Hoffmann
    68      63,863     0.02000   Actual/360     No                     Fee                       DLC Management Corporation, Delphi
                                                                                                 Commercial Properties, Inc.
    73      60,995     0.02000   Actual/360     No                     Fee                       Luis Young, Anthony G. Sy
    77      55,734     0.02000   Actual/360     No                     Fee                       Mark Caller, Pinny Loketch
    83      54,301     0.02000   Actual/360     No                     Fee                       Neil J. Sosin
    87      49,175     0.02000   Actual/360     No                     Fee                       Ross H. Partrich
    90      64,735     0.02000   Actual/360     No                     Fee                       Tri-State Commericial Associates
    91      47,668     0.02000   Actual/360     No                     Fee                       Patrick J. O'Connell
    92      46,475     0.02000   Actual/360     No                     Fee                       Patrick J. O'Connell
    93      45,178     0.02000   Actual/360     No                     Fee/Leasehold             Seth Oliver
    94      41,152     0.02000   Actual/360     No                     Fee                       Alan E. Ferris, Madeleine S. Ferris
    95      42,218     0.02000   Actual/360     No                     Fee                       David H. Hoffmann
    99      42,014     0.02000   Actual/360     No                     Fee                       Dorothy Vogel, Gordon Vogel
   101      49,038     0.02000   Actual/360     No                     Fee                       Raymond K. Janson
   102      36,808     0.02000   Actual/360     No                     Fee                       Alan E. Ferris, Madeleine S. Ferris
   103      39,994     0.02000   Actual/360     No                     Fee                       William H. Laughlin
   105      37,183     0.02000   Actual/360     No                     Fee                       Corporate Property Associates 14
                                                                                                 Incorporated
   108      27,905     0.02000   Actual/360     No                     Fee             C         Cole Operating Partnership II, LP
   110      32,714     0.02000   Actual/360     No                     Fee                       Paul T. Aase, Leigh C. Roberts
   111      31,167     0.02000   Actual/360     No                     Fee             C         Cole Operating Partnership II, LP
   117      25,027     0.02000   Actual/360     No                     Fee                       Cole Operating Partnership II, LP
   119      26,727     0.02000   Actual/360     No                     Fee                       Cole Operating Partnership II, LP
   121      29,712     0.02000   Actual/360     No                     Fee                       Kailash R. Joshi, Trusha K. Joshi,
                                                                                                 Parmatha Beri, Tina Tajiri
   122      29,060     0.02000   Actual/360     No                     Fee                       Edward R. Feinberg; Rex S. Ruthman
   123      28,674     0.07000   Actual/360     No                     Fee                       Spencer M. Partrich
   124      30,446     0.02000   Actual/360     No                     Fee                       Lavern E. Martinez
   125      27,057     0.06000   Actual/360     No                     Fee                       CMS Educational Assets Fund, L.P.
   127      20,855     0.02000   Actual/360     No                     Fee                       John Paul Micek, Joseph G. Ranalli,
                                                                                                 Daniel L. McCluskey, Pamela Adams,
                                                                                                 Phillip A. Henry, Li Cai, Conrad
                                                                                                 Jay Schaap, Mildred Reona Schaap,
                                                                                                 David Kauffman, Kenneth K. Ebel,
                                                                                                 Scott Wright
   128      25,403     0.01000   Actual/360     No                     Fee                       Alex Halberstein
   132      27,554     0.11000   Actual/360     No                     Fee                       John P. Hooten
   133      21,914     0.02000   Actual/360     No                     Fee                       Patrick O'Connor
   135      18,802     0.02000   Actual/360     No                     Fee                       Anthony Tarantino
   136      15,438     0.02000   Actual/360     No                     Fee                       Philip W. Stewart
   137      14,494     0.02000   Actual/360     No                     Fee                       Stephen M. Zotovich, Michael E.
                                                                                                 Meyer, Bruce Ibbetson
   142      18,928     0.02000   Actual/360     No                     Leasehold                 Robert Breunig, Edward O. Breunig,
                                                                                                 III, Thomas Degoey
<CAPTION>

                                                                  UPFRONT ESCROW
                       -------------------------------------------------------------------------------------------------------------
         Letter of     Upfront CapEx   Upfront Eng.   Upfront Envir.   Upfront TI/LC   Upfront RE Tax   Upfront Ins.   Upfront Other
Loan #   Credit        Reserve         Reserve        Reserve          Reserve         Reserve          Reserve        Reserve
------   -----------   -------------   ------------   --------------   -------------   --------------   ------------   -------------
<S>      <C>           <C>             <C>            <C>              <C>             <C>              <C>            <C>
     1   No                     0.00           0.00             0.00            0.00             0.00           0.00            0.00
  1.01
  1.02
  1.03
  1.04
  1.05
  1.06
  1.07
  1.08
  1.09
  1.10
  1.11
  1.12
  1.13
  1.14
  1.15
  1.16
  1.17
  1.18
     2   No                     0.00           0.00             0.00            0.00             0.00           0.00            0.00
     3   No                     0.00           0.00             0.00       34,370.15       440,687.79           0.00      435,000.00
     4   No                     0.00           0.00             0.00            0.00             0.00           0.00            0.00
  5.01   No                     0.00           0.00             0.00            0.00             0.00           0.00            0.00
     5   No                     0.00           0.00             0.00            0.00             0.00           0.00            0.00
     6   No                     0.00           0.00             0.00            0.00             0.00           0.00            0.00
     7   No                     0.00           0.00             0.00            0.00             0.00           0.00            0.00
     8   No                     0.00           0.00             0.00            0.00             0.00           0.00            0.00
     9   No                     0.00           0.00             0.00            0.00             0.00           0.00            0.00
    10   No                     0.00           0.00             0.00            0.00             0.00           0.00            0.00
    11   No                     0.00           0.00             0.00            0.00             0.00           0.00            0.00
    12   No                     0.00           0.00             0.00            0.00             0.00           0.00            0.00
    13   No                     0.00           0.00             0.00            0.00             0.00           0.00            0.00
    14   No                     0.00           0.00             0.00            0.00             0.00           0.00    6,938,963.00
 14.01
 14.02
 14.03
 14.04
 14.05
 14.06
 14.07
 14.08
 14.09
 14.10
 14.11
 14.12
 14.13
 14.14
 14.15
 14.16
 14.17
 14.18
 14.19
 14.20
 14.21
 14.22
 14.23
 14.24
 14.25
 14.26
 14.27
 14.28
 14.29
 14.30
 14.31
 14.32
 14.33
 14.34
 14.35
 14.36
 14.37
 14.38
    15   No                     0.00     892,100.00             0.00      400,000.00       283,959.93      23,618.94      437,734.00
    16   No             4,070,000.00           0.00             0.00            0.00       417,280.57           0.00            0.00
    17   No                     0.00      98,992.30             0.00            0.00       467,052.00     114,031.84            0.00
 17.01
 17.02
 17.03
 17.04
 17.05
 17.06
 17.07
 17.08
 17.09
 17.10
 17.11
 17.12
 17.13
 17.14
 17.15
 17.16
 17.17
 17.18
 17.19
    19   No                     0.00      21,250.00             0.00            0.00             0.00           0.00            0.00
 20.01     472,834.0            0.00     120,908.00             0.00            0.00             0.00           0.00            0.00
    20   No                     0.00           0.00             0.00            0.00             0.00           0.00            0.00
    21   No                     0.00     120,908.00             0.00            0.00             0.00           0.00            0.00
    22     472,834.0            0.00           0.00             0.00            0.00             0.00           0.00            0.00
    25   No                     0.00     359,644.00             0.00      468,000.00             0.00      85,130.63            0.00
    26   1,800,000.0            0.00           0.00             0.00            0.00        63,779.85       6,026.67            0.00
 26.01
 26.02
 26.03
    27     995,000.0            0.00           0.00             0.00            0.00             0.00           0.00            0.00
    28   No                     0.00           0.00             0.00            0.00        32,916.66      10,515.25            0.00
    30   No                     0.00           0.00             0.00    6,538,400.00        45,112.36      17,377.54    1,168,334.00
    34   No                     0.00           0.00             0.00            0.00       176,196.81      54,122.94            0.00
    37   No                     0.00           0.00             0.00            0.00             0.00           0.00      425,000.00
    41   No                     0.00           0.00             0.00            0.00             0.00           0.00            0.00
    43   No                     0.00           0.00             0.00      281,000.00        35,777.92      21,467.33            0.00
    47   No                     0.00           0.00             0.00            0.00        15,789.88       2,815.83            0.00
    52   No                     0.00           0.00             0.00            0.00        16,960.86      20,944.66            0.00
    57   No                     0.00       5,000.00             0.00            0.00       135,717.14      43,167.83            0.00
    59   No                     0.00           0.00             0.00      600,000.00        48,933.76           0.00            0.00
    60   No                     0.00           0.00             0.00            0.00        43,775.53      16,233.33            0.00
    61   No                     0.00           0.00             0.00            0.00             0.00           0.00            0.00
    62   No                     0.00       6,250.00             0.00            0.00             0.00           0.00            0.00
    66     200,000.0            0.00           0.00             0.00            0.00       122,400.69      10,042.50            0.00
    68   No                     0.00     490,987.50             0.00            0.00        62,922.42           0.00        5,146.83
    73   No                     0.00           0.00             0.00      200,000.00        98,705.14       4,512.50            0.00
    77   No                     0.00       2,387.50             0.00            0.00        15,412.78      42,225.46            0.00
    83   No                     0.00           0.00             0.00            0.00        25,943.63       4,866.67       32,900.00
    87   No                     0.00      14,772.00             0.00            0.00        26,692.80      17,311.96      900,000.00
    90   No                     0.00           0.00             0.00            0.00             0.00           0.00            0.00
    91   No                     0.00      74,000.00             0.00      100,000.00       142,817.74       5,899.13            0.00
    92   No               250,000.00      21,437.50             0.00      200,000.00       125,271.68       8,868.21            0.00
    93   No                     0.00           0.00             0.00            0.00        27,086.33      18,393.96            0.00
    94   No                     0.00           0.00             0.00            0.00       103,840.92      30,129.75      850,000.00
    95   No                     0.00           0.00             0.00      500,000.00         8,331.81       1,397.58            0.00
    99   No                     0.00      19,305.00             0.00            0.00        16,170.13         531.67            0.00
   101   No                     0.00           0.00         6,000.00            0.00             0.00           0.00            0.00
   102   No                     0.00           0.00             0.00            0.00        61,252.61      47,145.23            0.00
   103   No                     0.00       5,250.00             0.00            0.00             0.00           0.00            0.00
   105   No                     0.00           0.00             0.00            0.00             0.00           0.00            0.00
   108   No                     0.00           0.00             0.00            0.00             0.00           0.00            0.00
   110   No                     0.00           0.00             0.00            0.00        54,594.51       3,744.50            0.00
   111   No                     0.00           0.00             0.00            0.00             0.00           0.00            0.00
   117   No                     0.00           0.00             0.00            0.00             0.00           0.00            0.00
   119   No                     0.00           0.00             0.00            0.00             0.00           0.00            0.00
   121   No                     0.00      52,567.50             0.00            0.00        37,176.15       8,824.33            0.00
   122   No                     0.00           0.00             0.00            0.00        14,723.54       5,911.13            0.00
   123   No                     0.00           0.00             0.00       60,000.00        49,645.66           0.00            0.00
   124   No                     0.00      25,000.00             0.00            0.00             0.00           0.00            0.00
   125   No                     0.00           0.00             0.00      500,000.00             0.00           0.00        8,211.00
   127   No                     0.00           0.00             0.00            0.00        30,445.32      16,998.33       55,000.00
   128   No                     0.00           0.00             0.00            0.00        76,666.67       6,220.75            0.00
   132   No                     0.00           0.00             0.00            0.00        51,351.00       8,006.37            0.00
   133   No                     0.00      12,816.25             0.00            0.00        48,656.67       7,647.67            0.00
   135   No                     0.00     225,000.00             0.00            0.00        37,506.12      14,391.22            0.00
   136   No                     0.00       4,375.00             0.00            0.00        12,013.53       3,975.89            0.00
   137   No                     0.00           0.00             0.00            0.00        24,900.00       5,350.00            0.00
   142   No                     0.00           0.00             0.00            0.00         4,235.47       1,875.00            0.00

<CAPTION>


                                               MONTHLY ESCROW
         --------------------------------------------------------------------------------------------
         Monthly Capex   Monthly Envir.   Monthly TI/LC   Monthly RE    Monthly Ins.   Monthly Other
Loan #   Reserve         Reserve          Reserve         Tax Reserve   Reserve        Reserve         Grace Period
------   -------------   --------------   -------------   -----------   ------------   -------------   ------------
<S>      <C>             <C>              <C>             <C>           <C>            <C>             <C>
     1            0.00             0.00            0.00          0.00           0.00            0.00              7
  1.01                                                                                                            7
  1.02                                                                                                            7
  1.03                                                                                                            7
  1.04                                                                                                            7
  1.05                                                                                                            7
  1.06                                                                                                            7
  1.07                                                                                                            7
  1.08                                                                                                            7
  1.09                                                                                                            7
  1.10                                                                                                            7
  1.11                                                                                                            7
  1.12                                                                                                            7
  1.13                                                                                                            7
  1.14                                                                                                            7
  1.15                                                                                                            7
  1.16                                                                                                            7
  1.17                                                                                                            7
  1.18                                                                                                            7
     2            0.00             0.00            0.00          0.00           0.00            0.00              5
     3            0.00             0.00            0.00      55085.97           0.00            0.00              0
     4            0.00             0.00            0.00          0.00           0.00            0.00              5
  5.01            0.00             0.00            0.00          0.00           0.00            0.00              0
     5            0.00             0.00            0.00          0.00           0.00            0.00              0
     6            0.00             0.00            0.00          0.00           0.00            0.00              0
     7            0.00             0.00            0.00          0.00           0.00            0.00              0
     8            0.00             0.00            0.00          0.00           0.00            0.00              0
     9            0.00             0.00            0.00          0.00           0.00            0.00              0
    10            0.00             0.00            0.00          0.00           0.00            0.00              0
    11            0.00             0.00            0.00          0.00           0.00            0.00              0
    12            0.00             0.00            0.00          0.00           0.00            0.00              0
    13            0.00             0.00            0.00          0.00           0.00            0.00              0
    14            0.00             0.00            0.00          0.00           0.00            0.00             10
 14.01                                                                                                           10
 14.02                                                                                                           10
 14.03                                                                                                           10
 14.04                                                                                                           10
 14.05                                                                                                           10
 14.06                                                                                                           10
 14.07                                                                                                           10
 14.08                                                                                                           10
 14.09                                                                                                           10
 14.10                                                                                                           10
 14.11                                                                                                           10
 14.12                                                                                                           10
 14.13                                                                                                           10
 14.14                                                                                                           10
 14.15                                                                                                           10
 14.16                                                                                                           10
 14.17                                                                                                           10
 14.18                                                                                                           10
 14.19                                                                                                           10
 14.20                                                                                                           10
 14.21                                                                                                           10
 14.22                                                                                                           10
 14.23                                                                                                           10
 14.24                                                                                                           10
 14.25                                                                                                           10
 14.26                                                                                                           10
 14.27                                                                                                           10
 14.28                                                                                                           10
 14.29                                                                                                           10
 14.30                                                                                                           10
 14.31                                                                                                           10
 14.32                                                                                                           10
 14.33                                                                                                           10
 14.34                                                                                                           10
 14.35                                                                                                           10
 14.36                                                                                                           10
 14.37                                                                                                           10
 14.38                                                                                                           10
    15         8763.25             0.00            0.00      94653.31        4723.79            0.00              7
    16            0.00             0.00            0.00      46364.51           0.00            0.00              5
    17         6001.37             0.00        25005.70      51894.67       12670.20            0.00              5
 17.01                                                                                                            5
 17.02                                                                                                            5
 17.03                                                                                                            5
 17.04                                                                                                            5
 17.05                                                                                                            5
 17.06                                                                                                            5
 17.07                                                                                                            5
 17.08                                                                                                            5
 17.09                                                                                                            5
 17.10                                                                                                            5
 17.11                                                                                                            5
 17.12                                                                                                            5
 17.13                                                                                                            5
 17.14                                                                                                            5
 17.15                                                                                                            5
 17.16                                                                                                            5
 17.17                                                                                                            5
 17.18                                                                                                            5
 17.19                                                                                                            5
    19            0.00             0.00            0.00          0.00           0.00            0.00              7
 20.01         5587.00             0.00            0.00          0.00           0.00            0.00             10
    20         3887.50             0.00            0.00          0.00           0.00            0.00             10
    21         1307.83             0.00            0.00          0.00           0.00            0.00             10
    22          391.67             0.00            0.00          0.00           0.00            0.00             10
    25         2550.25             0.00            0.00      49092.75       18917.92            0.00              5
    26            0.00             0.00            0.00      12442.05        3013.33            0.00              5
 26.01                                                                                                            5
 26.02                                                                                                            5
 26.03                                                                                                            5
    27            0.00             0.00            0.00          0.00           0.00            0.00             10
    28            0.00             0.00            0.00      32916.66       10515.25            0.00              5
    30          886.33             0.00            0.00      22556.18        2044.42            0.00              7
    34         5500.00             0.00            0.00      16017.89       21649.18            0.00              7
    37            0.00             0.00            0.00          0.00           0.00            0.00              7
    41         1664.00             0.00            0.00          0.00           0.00            0.00              7
    43         1821.50             0.00         9000.00       8944.48        1651.33            0.00              7
    47            0.00             0.00            0.00      15789.88        1407.92            0.00             10
    52         4825.00             0.00            0.00       8480.43        2618.08            0.00              7
    57          964.74             0.00            0.00      15079.68       14389.28            0.00             10
    59         2624.34             0.00            0.00      24466.88           0.00            0.00              7
    60         1039.00             0.00         3470.00      14591.84        1803.70            0.00              7
    61         3516.67             0.00            0.00          0.00           0.00            0.00              7
    62         2447.64             0.00         6500.00          0.00           0.00            0.00              7
    66            0.00             0.00            0.00      24480.14        1115.83            0.00             10
    68         1279.88             0.00            0.00      10487.07           0.00            0.00              7
    73         1511.09             0.00            0.00      12338.14        1504.47            0.00              7
    77            0.00             0.00            0.00      15412.78        4222.55            0.00             10
    83          206.87             0.00         2197.00      12971.81         608.33            0.00              7
    87         1329.17             0.00            0.00       2669.28        1573.81            0.00             10
    90            0.00             0.00            0.00          0.00           0.00            0.00              7
    91         1684.58             0.00         3750.00      12983.43        1179.83            0.00              7
    92         1250.00             0.00         2600.00      11388.33        1773.64            0.00              7
    93        10171.92             0.00            0.00      13543.17        3065.66            0.00              7
    94         3467.00             0.00            0.00      14834.42        4304.25            0.00              7
    95            0.00             0.00            0.00       8331.81        1397.58            0.00              7
    99            0.00             0.00            0.00       8085.07         265.83            0.00              7
   101            0.00             0.00            0.00          0.00           0.00            0.00              7
   102         2467.00             0.00            0.00       7656.58        6735.03            0.00              7
   103          275.00             0.00            0.00          0.00           0.00            0.00             10
   105            0.00             0.00            0.00          0.00           0.00            0.00             10
   108            0.00             0.00            0.00          0.00           0.00            0.00              8
   110         2537.33             0.00         2388.67       4549.54        1248.17            0.00              7
   111          332.50             0.00         3325.00          0.00           0.00            0.00              8
   117            0.00             0.00            0.00          0.00           0.00            0.00              8
   119            0.00             0.00            0.00          0.00           0.00            0.00              8
   121         6114.21             0.00            0.00       5310.88        2206.08            0.00              7
   122         1247.70             0.00            0.00       7361.77        1970.38            0.00             10
   123          369.49             0.00         3000.00       7092.24           0.00            0.00             10
   124            0.00             0.00            0.00          0.00           0.00            0.00              7
   125            0.00             0.00            0.00          0.00           0.00            0.00              7
   127         2338.21             0.00            0.00       7611.33        3399.66            0.00              7
   128            0.00             0.00         1000.00       7666.67        2073.58            0.00              7
   132          272.00             0.00          815.00       4279.25        4003.18            0.00              7
   133         1959.51             0.00         5287.42       6082.08        1911.92            0.00              7
   135         2500.00             0.00            0.00       5358.02        4797.07            0.00              7
   136         1782.92             0.00            0.00       4004.51        1987.95            0.00              7
   137          326.67             0.00         2450.17       6225.00         445.83            0.00              7
   142          183.67             0.00            0.00       4235.47         208.33            0.00              7

<CAPTION>

                                                          Interest                  Final      Remaining
         Lockbox                             Defeasance   Accrual                   Maturity   Amortization Term
Loan #   In-place   Property Type            Permitted    Period       Loan Group   Date       for Balloon Loans
------   --------   ----------------------   ----------   ----------   ----------   --------   -----------------
<S>      <C>        <C>                      <C>          <C>          <C>          <C>        <C>
     1   Yes        Retail                   Yes          Actual/360            1                            360
  1.01              Retail                                Actual/360            1                            360
  1.02              Retail                                Actual/360            1                            360
  1.03              Retail                                Actual/360            1                            360
  1.04              Retail                                Actual/360            1                            360
  1.05              Retail                                Actual/360            1                            360
  1.06              Retail                                Actual/360            1                            360
  1.07              Retail                                Actual/360            1                            360
  1.08              Retail                                Actual/360            1                            360
  1.09              Retail                                Actual/360            1                            360
  1.10              Retail                                Actual/360            1                            360
  1.11              Retail                                Actual/360            1                            360
  1.12              Retail                                Actual/360            1                            360
  1.13              Retail                                Actual/360            1                            360
  1.14              Retail                                Actual/360            1                            360
  1.15              Retail                                Actual/360            1                            360
  1.16              Retail                                Actual/360            1                            360
  1.17              Retail                                Actual/360            1                            360
  1.18              Retail                                Actual/360            1                            360
     2   Yes        Retail                   Yes          Actual/360            1
     3   Yes        Retail                   Yes          Actual/360            1
     4   Yes        Retail                   Yes          Actual/360            1
  5.01   Yes        Various                  Yes          Actual/360            1
     5   Yes        Office                   Yes          Actual/360            1
     6   Yes        Office                   Yes          Actual/360            1
     7   Yes        Office                   Yes          Actual/360            1
     8   Yes        Industrial               Yes          Actual/360            1
     9   Yes        Office                   Yes          Actual/360            1
    10   Yes        Industrial               Yes          Actual/360            1
    11   Yes        Industrial               Yes          Actual/360            1
    12   Yes        Industrial               Yes          Actual/360            1
    13   Yes        Industrial               Yes          Actual/360            1
    14   Yes        Various                  Yes          Actual/360            1
 14.01              Industrial                            Actual/360            1
 14.02              Industrial                            Actual/360            1
 14.03              Industrial                            Actual/360            1
 14.04              Industrial                            Actual/360            1
 14.05              Industrial                            Actual/360            1
 14.06              Industrial                            Actual/360            1
 14.07              Industrial                            Actual/360            1
 14.08              Industrial                            Actual/360            1
 14.09              Industrial                            Actual/360            1
 14.10              Industrial                            Actual/360            1
 14.11              Industrial                            Actual/360            1
 14.12              Industrial                            Actual/360            1
 14.13              Industrial                            Actual/360            1
 14.14              Industrial                            Actual/360            1
 14.15              Industrial                            Actual/360            1
 14.16              Industrial                            Actual/360            1
 14.17              Industrial                            Actual/360            1
 14.18              Industrial                            Actual/360            1
 14.19              Industrial                            Actual/360            1
 14.20              Industrial                            Actual/360            1
 14.21              Industrial                            Actual/360            1
 14.22              Industrial                            Actual/360            1
 14.23              Industrial                            Actual/360            1
 14.24              Industrial                            Actual/360            1
 14.25              Office                                Actual/360            1
 14.26              Industrial                            Actual/360            1
 14.27              Industrial                            Actual/360            1
 14.28              Industrial                            Actual/360            1
 14.29              Industrial                            Actual/360            1
 14.30              Industrial                            Actual/360            1
 14.31              Industrial                            Actual/360            1
 14.32              Industrial                            Actual/360            1
 14.33              Industrial                            Actual/360            1
 14.34              Industrial                            Actual/360            1
 14.35              Industrial                            Actual/360            1
 14.36              Industrial                            Actual/360            1
 14.37              Industrial                            Actual/360            1
 14.38              Industrial                            Actual/360            1
    15   No         Office                   Yes          Actual/360            1                            360
    16   No         Multifamily              Yes          Actual/360            2                            360
    17   No         Industrial               Yes          Actual/360            1                            360
 17.01              Industrial                            Actual/360            1                            360
 17.02              Industrial                            Actual/360            1                            360
 17.03              Industrial                            Actual/360            1                            360
 17.04              Industrial                            Actual/360            1                            360
 17.05              Industrial                            Actual/360            1                            360
 17.06              Industrial                            Actual/360            1                            360
 17.07              Industrial                            Actual/360            1                            360
 17.08              Industrial                            Actual/360            1                            360
 17.09              Industrial                            Actual/360            1                            360
 17.10              Industrial                            Actual/360            1                            360
 17.11              Industrial                            Actual/360            1                            360
 17.12              Industrial                            Actual/360            1                            360
 17.13              Industrial                            Actual/360            1                            360
 17.14              Industrial                            Actual/360            1                            360
 17.15              Industrial                            Actual/360            1                            360
 17.16              Industrial                            Actual/360            1                            360
 17.17              Industrial                            Actual/360            1                            360
 17.18              Industrial                            Actual/360            1                            360
 17.19              Industrial                            Actual/360            1                            360
    19   No         Hotel                    Yes          Actual/360            1
 20.01   No         Manufactured Housing     Yes          Actual/360            2                            360
    20   No         Manufactured Housing     Yes          Actual/360            2                            360
    21   No         Manufactured Housing     Yes          Actual/360            2                            360
    22   No         Manufactured Housing     Yes          Actual/360            2                            360
    25   No         Mixed Use                Yes          Actual/360            1                            360
    26   No         Retail                   Yes          Actual/360            1                            300
 26.01              Retail                                Actual/360            1                            300
 26.02              Retail                                Actual/360            1                            300
 26.03              Retail                                Actual/360            1                            300
    27   No         Retail                   Yes          Actual/360            1                            360
    28   Yes        Mixed Use                No           30/360                2                            360
    30   Yes        Office                   Yes          Actual/360            1                            264
    34   No         Multifamily              Yes          Actual/360            2                            360
    37   No         Office                   Yes          Actual/360            1                            360
    41   Yes        Office                   Yes          Actual/360            1                            360
    43   No         Mixed Use                Yes          Actual/360            1                            360
    47   No         Office                   No           Actual/360            1                            360
    52   No         Multifamily              Yes          Actual/360            2                            360
    57   No         Retail                   Yes          Actual/360            1                            360
    59   No         Office                   Yes          Actual/360            1                            360
    60   No         Retail                   Yes          Actual/360            1                            360
    61   No         Office                   Yes          Actual/360            1
    62   No         Office                   Yes          Actual/360            1                            360
    66   No         Office                   Yes          Actual/360            1                            360
    68   No         Retail                   Yes          Actual/360            1                            360
    73   No         Office                   Yes          Actual/360            1                            360
    77   No         Multifamily              Yes          Actual/360            2                            360
    83   Yes        Office                   Yes          Actual/360            1                            300
    87   No         Manufactured Housing     Yes          Actual/360            2                            360
    90   No         Retail                   Yes          Actual/360            1                            180
    91   No         Office                   Yes          Actual/360            1                            360
    92   No         Industrial               Yes          Actual/360            1                            360
    93   No         Hotel                    Yes          Actual/360            1                            360
    94   No         Multifamily              Yes          Actual/360            2                            360
    95   No         Office                   Yes          Actual/360            1                            360
    99   No         Retail                   Yes          Actual/360            1                            360
   101   Yes        Industrial               Yes          Actual/360            1                            240
   102   No         Multifamily              Yes          Actual/360            2                            360
   103   No         Office                   Yes          Actual/360            1                            360
   105   Yes        Mixed Use                Yes          Actual/360            1                            360
   108   No         Retail                   Yes          Actual/360            1
   110   No         Retail                   Yes          Actual/360            1                            360
   111   No         Retail                   Yes          Actual/360            1                            360
   117   No         Retail                   Yes          Actual/360            1
   119   No         Retail                   Yes          Actual/360            1
   121   No         Hotel                    Yes          Actual/360            1                            360
   122   No         Multifamily              Yes          Actual/360            2                            360
   123   No         Industrial               Yes          Actual/360            1                            360
   124   Yes        Retail                   No           Actual/360            1                            300
   125   Yes        Office                   Yes          Actual/360            1                            360
   127   No         Multifamily              Yes          Actual/360            2
   128   No         Retail                   Yes          Actual/360            1                            360
   132   No         Retail                   Yes          Actual/360            1                            240
   133   No         Office                   Yes          Actual/360            1                            360
   135   No         Multifamily              Yes          Actual/360            2                            360
   136   No         Multifamily              Yes          Actual/360            2
   137   No         Office                   Yes          Actual/360            1
   142   Yes        Retail                   No           Actual/360            1                            228

</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)
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 Appointment
Agreement, dated as of the date hereof, between 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 Appointment Agreement, dated as of the date hereof, between
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
Subordinate 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 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). As of the Closing Date, to the Seller's
knowledge, 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). No Mortgaged Property
secures any mortgage loan not represented on the Mortgage Loan Schedule; no
Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage
loan other than one or more Mortgage Loans as shown on the Mortgage Loan
Schedule; no Mortgage Loan is secured by property which secures another mortgage
loan other than one or more Mortgage Loans as shown on the Mortgage Loan
Schedule. 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 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, a title policy commitment or pro-forma "marked up" at the
closing of the related Mortgage Loan and countersigned 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, 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 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 acts
generally including fraud or material misrepresentation by the related Mortgagor
and/or its principals. Additionally, the Mortgage Loan documents for each
Mortgage Loan provide that the related Mortgagor and at least one individual or
entity shall be liable to the Seller for any losses incurred by the Seller, its
successors and assigns, generally due to (i) the misapplication or
misappropriation of rents, insurance proceeds or condemnation awards, (ii) any
act of actual waste, and (iii) 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 has
                  been 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 other than 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) 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 by
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 shall not have been 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, 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, 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 or power of sale
proceeding has been initiated in respect of the related Mortgage. 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 specified
therein (except for certain amounts that were fully disbursed by the mortgagee,
but 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 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 Loans, in respect of such
Mortgage Loan, 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, except for
                  ARD Loans, negative amortization 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 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, funding and servicing 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, 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 all
restrictive covenants of record applicable to such Mortgage Property or
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, none of the 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 no
improvements on adjoining properties encroach upon such Mortgaged Property,
except in each case 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) Except with respect to repairs estimated to cost less than
$5,000 in the aggregate, 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 knowledge, such Mortgaged Property has not been damaged by fire, wind
or other casualty or physical condition (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 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 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
                  such mortgage or lien on the fee interest, which
                  nondisturbance agreement is assignable to or for the benefit
                  of the related lessee and the related mortgagee;

                  (c) such Ground Lease or another agreement received by the
                  originator of the Mortgage Loan from the ground lessor
                  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 currently in
                  existence 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) An Environmental Site Assessment performed in connection
with the origination of the related Mortgage Loan was obtained and reviewed by
the Seller 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 (x) any expenditure less than or
                  equal to 5% of the outstanding principal balance of the
                  Mortgage Loan to achieve or maintain compliance in all
                  material respects with any Environmental Laws or (y) 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, in connection with this clause (y), 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 include 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 an
                  environmental insurance policy obtained in lieu of an
                  Environmental Site Assessment ("In Lieu of Policy") is
                  identified on Schedule I and has an outstanding principal
                  balance not greater than $3,000,000, 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 date which is five years after the
                  maturity date (or, in the case of an ARD Loan, the final
                  maturity date) of the related Mortgage Loan, is non-cancelable
                  by the insurer during such term and the premium for such
                  policy has been paid in full. 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 any notice of cancellation or
termination. 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 fire and extended perils included within the classification
"All Risk of Physical Loss" 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 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 to exceed 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-:VIII from A.M. Best Company or "A-" (or the
equivalent) from Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., Fitch, Inc. or Moody's Investor Services, Inc. An
architectural or engineering consultant has performed an analysis of each of the
Mortgaged Properties located in seismic zones 3 or 4 in connection with the
origination of the related Mortgage Loan 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-:VIII by
A.M. Best Company or "A-" (or the equivalent) from Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc., Fitch, Inc. or Moody's
Investor Services, 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) Each Mortgage Loan complied at origination, in all material
respects, with all of the terms, conditions and requirements of the Seller's, or
if the Seller is not the originator, then, to the knowledge of the Seller, the
originator's, underwriting standards applicable to such Mortgage Loan and since
origination, the Mortgage Loan has been serviced in all material respects in a
legal manner in conformance with the Seller's servicing 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 more than 5% of the
aggregate outstanding principal amount of all the mortgage loans included in the
Trust Fund has 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 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 on 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)). 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 contain 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 assignments subject to the Mortgage Loan holder's approval of
transferee, 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). 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) 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 either (a) the prior written consent
of, and compliance with the conditions set by, the holder of the Mortgage Loan
to any defeasance, or (b)(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 paragraph (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 loans
with an outstanding principal balance as of the Cut-off Date of $40,000,000 or
greater, (i) a REMIC opinion and (ii) rating agency letters confirming that no
downgrade or qualification shall occur as a result of the defeasance.

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

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

            (37) In the event of casualty or destruction of the Mortgaged
Property, any non-conformity with applicable zoning laws as of the origination
date will not prohibit the Mortgaged Property from being restored or repaired in
all material respects to the use or structure at the time of such casualty,
except for restrictions on its use or rebuildability for which (i) law and
ordinance insurance coverage has been obtained in amounts consistent with the
standards utilized by the Seller or (ii) an ALTA lender's title insurance policy
(or binding commitment therefor) or the equivalent as adopted in the applicable
jurisdiction insures against such non-conformity.

            (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) The related Mortgage or other Mortgage Loan documents provide a
grace period for delinquent Monthly Payments no longer than ten (10) days from
the applicable payment date.

            (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) and otherwise 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 (provided that such insurance coverage is
generally available at commercially reasonable rates and, in circumstances where
such insurance is not expressly required, that any request on the part of the
mortgagee that the related borrower maintain such insurance is reasonable). Each
Mortgaged Property is insured by an "all-risk" 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, in either case as in effect on the date
such Mortgage Loan was originated.

Defined Terms:

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

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

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

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

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

            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 any servicer that has serviced the Mortgage Loan on behalf of
the Seller, believes that a given representation or warranty is not true or
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 a director, 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>
                                   SCHEDULE I

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









None.


<PAGE>

                                   SCHEDULE II

                          MORTGAGED PROPERTY FOR WHICH
                      ENVIRONMENTAL INSURANCE IS MAINTAINED




1.    Centro - New Plan Pool 1

2.    Palma Sola Shopping Center

3.    USFS Industrial Distribution Portfolio

<PAGE>

                                    EXHIBIT C

                               JPMCC 2007 - CIBC20
                          Exceptions to Representations

Representation #(4)

 Loan Number          Loan Name                 Description of Exception
-
------------------------------------------------------------------------------

      4       Sawgrass Mills Mall       The Mortgaged Property secures (A) the
                                        Mortgage Loan [consisting of a Fixed
                                        Rate A-2 (Phase I) Note, Fixed Rate A-2
                                        (Phase II) Note and Fixed Rate A-2
                                        (Phase III) Note] and (B) a Fixed Rate
                                        A-1 (Phase I) Note, Fixed Rate A-1
                                        (Phase II) Note, Fixed Rate A-1 (Phase
                                        III) Note, Fixed Rate A-3 (Phase I)
                                        Note, Fixed Rate A-3 (Phase II) Note,
                                        Fixed Rate A-3 (Phase III) Note, Fixed
                                        Rate A-4 (Phase I) Note, Fixed Rate A-4
                                        (Phase II) Note, Fixed Rate A-4 (Phase
                                        III) Note, Fixed Rate A-5 (Phase I)
                                        Note, Fixed Rate A-5 (Phase II) Note
                                        and Fixed Rate A-5 (Phase III) Note
                                        (each of which is pari passu with the
                                        Mortgage Loan and is not included in
                                        the trust fund) and (C) a Fixed Rate
                                        B-1 (Phase I) Note, Fixed Rate B-1
                                        (Phase II) Note, Fixed Rate B-1 (Phase
                                        III) Note, Fixed Rate B-2 (Phase I)
                                        Note, Fixed Rate B-2 (Phase II) Note,
                                        Fixed Rate B-2 (Phase III) Note, Fixed
                                        Rate B-3 (Phase I) Note, Fixed Rate B-3
                                        (Phase II) Note and Fixed Rate B-3
                                        (Phase III) Note (each of which is not
                                        included in the trust fund).

      1       Gurnee Mills              The Mortgaged Property secures the
                                        Mortgage Loan (consisting of a Fixed
                                        Rate A-1 Note and a Fixed Rate A-2 Note)
                                        and a Fixed Rate A-3 Note (which is pari
                                        passu with the Mortgage Loan and is not
                                        included in the trust fund).

     28       Ellington Plaza           The Mortgaged Property secures the
                                        Mortgage Loan (consisting of a Fixed
                                        Rate A-1 Note), a Fixed Rate A-2 Note
                                        (which is pari passu with the Mortgage
                                        Loan and is not included in the trust
                                        fund) and a Fixed Rate B Note (which is
                                        not included in the trust fund).

     14       USFS Industrial           The Mortgaged Property secures the
              Distribution Portfolio    Mortgage Loan (consisting of a Fixed
                                        Rate A-4 Note), a Fixed Rate A-1 Note,
                                        a Fixed Rate A-2 Note, a Fixed Rate A-3
                                        Note, a Fixed Rate A-5 Note and a Fixed
                                        Rate A-6 Note (each of which is pari
                                        passu with the Mortgage Loan and is not
                                        included in the trust fund).

Representation #(6)

 Loan Number          Loan Name                 Description of Exception
-------------------------------------------------------------------------------

      4       Sawgrass Mills Mall       The Mortgaged Property secures (A) the
                                        Mortgage Loan [consisting of a Fixed
                                        Rate A-2 (Phase I) Note, Fixed Rate A-2
                                        (Phase II) Note and Fixed Rate A-2
                                        (Phase III) Note] and (B) a Fixed Rate
                                        A-1 (Phase I) Note, Fixed Rate A-1
                                        (Phase II) Note, Fixed Rate A-1 (Phase
                                        III) Note, Fixed Rate A-3 (Phase I)
                                        Note, Fixed Rate A-3 (Phase II) Note,
                                        Fixed Rate A-3 (Phase III) Note, Fixed
                                        Rate A-4 (Phase I) Note, Fixed Rate A-4
                                        (Phase II) Note, Fixed Rate A-4 (Phase
                                        III) Note, Fixed Rate A-5 (Phase I)
                                        Note, Fixed Rate A-5 (Phase II) Note
                                        and Fixed Rate A-5 (Phase III) Note
                                        (each of which is pari passu with the
                                        Mortgage Loan and is not included in
                                        the trust fund) and (C) a Fixed Rate
                                        B-1 (Phase I) Note, Fixed Rate B-1
                                        (Phase II) Note, Fixed Rate B-1 (Phase
                                        III) Note, Fixed Rate B-2 (Phase I)
                                        Note, Fixed Rate B-2 (Phase II) Note,
                                        Fixed Rate B-2 (Phase III) Note, Fixed
                                        Rate B-3 (Phase I) Note, Fixed Rate B-3
                                        (Phase II) Note and Fixed Rate B-3
                                        (Phase III) Note (each of which is not
                                        included in the trust fund).

      1       Gurnee Mills              The Mortgaged Property secures the
                                        Mortgage Loan (consisting of a Fixed
                                        Rate A-1 Note and a Fixed Rate A-2 Note)
                                        and a Fixed Rate A-3 Note (which is pari
                                        passu with the Mortgage Loan and is not
                                        included in the trust fund).

     57       Palma Sola Shopping       1st National Bank & Trust has a parking
              Center                    easement at the Mortgaged Property and,
                                        upon payment of $325,000, it has the
                                        right to purchase the property which is
                                        subject to such easement.

     28       Ellington Plaza           The Mortgaged Property secures the
                                        Mortgage Loan (consisting of a Fixed
                                        Rate A-1 Note), a Fixed Rate A-2 Note
                                        (which is pari passu with the Mortgage
                                        Loan and is not included in the trust
                                        fund) and a Fixed Rate B Note (which is
                                        not included in the trust fund).

     14       USFS Industrial           The Mortgaged Property secures the
              Distribution Portfolio    Mortgage Loan (consisting of a Fixed
                                        Rate A-4 Note), a Fixed Rate A-1 Note,
                                        a Fixed Rate A-2 Note, a Fixed Rate A-3
                                        Note, a Fixed Rate A-5 Note and a Fixed
                                        Rate A-6 Note (each of which is pari
                                        passu with the Mortgage Loan and is not
                                        included in the trust fund).

     37       1564 Broadway             The Mortgagor leased the air rights
                                        above the Mortgaged Property to the
                                        owner of an adjacent hotel. The
                                        Mortgagor subleases a sign located in
                                        such air space for the benefit of the
                                        theater operations conducted at the
                                        Mortgaged Property. The sublessor under
                                        such sublease has a right to lease
                                        payments; however, the sublease has been
                                        prepaid.


Representation #(7)

 Loan Number          Loan Name                 Description of Exception
--------------------------------------------------------------------------------

     57       Palma Sola Shopping       1st National Bank & Trust has a parking
              Center                    easement at the Mortgaged Property and,
                                        upon payment of $325,000, it has the
                                        right to purchase the property which is
                                        subject to such easement.

Representation #(10(a))

 Loan Number          Loan Name                 Description of Exception
--------------------------------------------------------------------------------

     61       Mid Memphis Tower         The environmental indemnity contains a 5
                                        year sunset provision.

     62       7515 Greenville           There is no individual or entity other
                                        than the Mortgagor who is liable for the
                                        non-recourse carveouts.

     94       Century Park Apartments   There is no individual or entity other
                                        than the Mortgagor who is liable for the
                                        environmental non-recourse carveouts.

                                        The environmental indemnity contains a 0
                                        year sunset provision.

     102      Armon Bay Apartments      There is no individual or entity other
                                        than the Mortgagor who is liable for the
                                        environmental non-recourse carveouts.

                                        The environmental indemnity contains a
                                        0 year sunset provision.

     41       Northrop Grumman -        The environmental indemnity contains a 5
              Redondo Beach             year sunset provision.

     60       43-02 Ditmars             The environmental indemnity contains a 5
                                        year sunset provision.

      4       Sawgrass Mills Mall       There is no individual or entity other
                                        than the Mortgagor who is liable for the
                                        non-recourse carveouts.

                                        The non-recourse carveout does not cover
                                        "actual waste".

      1       Gurnee Mills              There is no individual or entity other
                                        than the Mortgagor who is liable for the
                                        non-recourse carveouts.

                                        The non-recourse carveout does not cover
                                        "actual waste".

     19       Portola Plaza Hotel       There is no individual or entity other
                                        than the Mortgagor who is liable for the
                                        non-recourse carveouts.

     25       Everbank Building         There is no individual or entity other
                                        than the Mortgagor who is liable for the
                                        non-recourse carveouts.

     136      Roselawn                  The environmental indemnity contains a 4
                                        year sunset provision.

     57       Palma Sola Shopping       The environmental indemnity contains a 5
              Center                    year sunset provision.

     105      L-3 Communications        There is no individual or entity other
                                        than the Mortgagor who is liable for
                                        "actual waste".

                                        The environmental indemnity contains a 3
                                        year sunset provision.

     43       Carlsbad Commerce Center  There is no individual or entity other
                                        than the Mortgagor who is liable for the
                                        environmental non-recourse carveouts.

     137      Murrieta Professional     There is no individual or entity other
              Plaza                     than the Mortgagor who is liable for the
                                        environmental non-recourse carveouts.

      2       Centro - New Plan Pool 1  There is no individual or entity other
                                        than the Mortgagor who is liable for the
                                        non-recourse carveouts.

     87       Deer Trace MHC            In order to comply with Kentucky law,
                                        which imposes certain limits on
                                        guarantor liability, the liability in
                                        the guaranty related to the Mortgage
                                        Loan has been capped at $23,700,000 (3
                                        times the original loan amount), subject
                                        to adjustment for interest and
                                        reasonable attorneys' fees.

     27       Best Buy - Torrence, CA   There is no individual or entity other
                                        than the Mortgagor who is liable for
                                        "actual waste".

                                        The environmental indemnity contains a 3
                                        year sunset provision.

     26       Gold's Gym Portfolio      In order to comply with Kentucky law,
                                        which imposes certain limits on
                                        guarantor liability, the liability in
                                        the guaranty related to the Mortgage
                                        Loan has been capped at $88,275,000 (3
                                        times the original loan amount), subject
                                        to adjustment for interest and
                                        reasonable attorneys' fees.

     14       USFS Industrial           The environmental indemnity contains a 5
              Distribution Portfolio    year sunset provision.

    5-13      Colony Portfolio VII      There is no individual or entity other
                                        than the Mortgagor who is liable for the
                                        non-recourse carveouts. The non-recourse
                                        carveout does not cover "actual waste".

     127      Fall Lake Apartments      All non-recourse carveouts are limited
                                        solely to the actions of each
                                        co-Mortgagor. Additionally, one of the
                                        twelve co-Mortgagors is a self directed
                                        individual retirement account funds and
                                        did not execute a guaranty for the
                                        non-recourse carveouts.



Representation #(10(d))

 Loan Number          Loan Name                 Description of Exception
--------------------------------------------------------------------------------

     30       Columbus Corporate        The terms of the respective Mortgage
              Office                    Loan documents were modified after the
                                        Cut-off Date to amend the definitions
                                        of certain defined terms and refine the
                                        release criteria for certain escrows.

Representation #(12)

 Loan Number          Loan Name                 Description of Exception
--------------------------------------------------------------------------------

      3       North Hills Mall          The Mortgaged Property consists of two
                                        outparcels that may be released from
                                        the lien of the Mortgage upon
                                        defeasance of an amount equal to 110%
                                        of the allocated loan amount.

     57       Palma Sola Shopping       The Mortgage Loan documents allow a
              Center                    portion of the Mortgaged Property to be
                                        released from the lien of the Mortgage
                                        upon escrowing $325,000. This relates to
                                        a parking lot lease and easement granted
                                        to a neighboring property owner, which
                                        contains a purchase option over the
                                        applicable parking lot area.

     105      L-3 Communications        The Mortgagor may obtain a release of
                                        the Mortgaged Property by substituting
                                        another property of like kind and
                                        quality as collateral during the term of
                                        the Mortgage Loan, subject to certain
                                        conditions as set forth in the related
                                        Mortgage Loan documents.

      2       Centro New Plan Pool 1    Each Centro New Plan Pool 1 property may
                                        be released from the lien of the
                                        Mortgage upon defeasance of an amount
                                        equal to 110% of the allocated loan
                                        amount.

                                        The Mortgagor may obtain a release of
                                        an individual Mortgaged Property by
                                        substituting its interest in other
                                        properties as collateral during the
                                        term of the Mortgage Loan, subject to
                                        certain conditions as set forth in the
                                        related Mortgage Loan documents.

     27       Best Buy - Torrence, CA   The Mortgagor may obtain a release of
                                        the Mortgaged Property by substituting
                                        another property of like kind and
                                        quality as collateral during the term of
                                        the Mortgage Loan, subject to certain
                                        conditions as set forth in the related
                                        Mortgage Loan documents.

     14       USFS Industrial           Each USFS Industrial Distribution
              Distribution Portfolio    Portfolio property may be released from
                                        the lien of the Mortgage upon
                                        defeasance of an amount equal to the
                                        greater of (a) 90% of the net sales
                                        proceeds from such sale and (b) 110% of
                                        the allocated loan amount.

                                        The Mortgagor may obtain a release of
                                        an individual Mortgaged Property by
                                        substituting its interest in other
                                        properties as collateral during the
                                        term of the Mortgage Loan, subject to
                                        certain conditions as set forth in the
                                        related Mortgage Loan documents.

    5-13      Colony Portfolio VII      Each Colony Portfolio VII property may
                                        be released from the lien of the
                                        Mortgage upon defeasance of an amount
                                        equal to 105% of the allocated loan
                                        amount. Additionally, each Colony
                                        Portfolio VII property may be released
                                        from the lien of the Mortgage upon the
                                        Mortgagor providing a letter of credit
                                        in an amount equal to 105% of the
                                        allocated loan amount.

                                        The Mortgagor may obtain a release of an
                                        individual Mortgaged Property by
                                        substituting its interest in other
                                        properties as collateral during the term
                                        of the Mortgage Loan, subject to certain
                                        conditions as set forth in the related
                                        Mortgage Loan documents.



Representation #(16)

 Loan Number          Loan Name                  Description of Exception
--------------------------------------------------------------------------------

  94; 127;    Century Park Apartments;   The respective Mortgaged Properties are
  121; 62;    Fall Lake Apartments;      legally nonconforming due to deficient
  135; 102;   Comfort Inn - Bethlehem;   parking.
  123; 77;    7515 Greenville; Bordeaux
   132; 17    Apartments; Armon Bay
              Apartments; Monceaux; 599
              Broadway; Shops at Port A
              - Phase I; STF Portfolio

     90       Lakeridge Shopping        The Mortgaged Property is legally
              Center                    nonconforming due to excessive parking.

     133      2200 North Loop           The Mortgaged Property currently has a
                                        single-tenant certificate of occupancy;
                                        however, it needs a multiple-tenant
                                        certificate of occupancy. Pursuant to an
                                        undelivered items letter, the Mortgagor
                                        has agreed to obtain a multiple-tenant
                                        certificate of occupancy within 90 days
                                        of origination. Additionally, it is a
                                        recourse event if any losses are
                                        incurred due to the failure to obtain a
                                        multiple-tenant certificate of
                                        occupancy.



Representation #(17)

 Loan Number          Loan Name                  Description of Exception
--------------------------------------------------------------------------------

     47       Southshore Medical         As of the date of origination, the
                                         Mortgaged Property was part of a larger
                                         tax parcel. Taxes for the entire tax
                                         parcel will be escrowed until the
                                         acreage for the current tax parcel
                                         identification number is reduced.


Representation #(19a)

 Loan Number          Loan Name                  Description of Exception
--------------------------------------------------------------------------------

     59       Alexander Hamilton Plaza   The mortgagee waived escrows for
                                         immediate repairs in the amount of
                                         $6,000 recommended by the property
                                         condition report.

      4       Sawgrass Mills Mall       The mortgagee waived escrows for
                                        immediate repairs in the amount of
                                        $5,000 recommended by the property
                                        condition report.

      2       Centro - New Plan Pool 1   The mortgagee waived escrows for
                                         immediate repairs in the amount of
                                         $794,408 recommended by the property
                                         condition report.

     66       7500 West 110th Street     The mortgagee waived escrows for
                                         immediate repairs in the amount of
                                         $13,200 recommended by the property
                                         condition report.

     14       USFS Industrial            The mortgagee waived escrows for
              Distribution Portfolio     immediate repairs in the amount of
                                         $7,100 recommended by the property
                                         condition report.

     93       Hampton Inn - Des Moines   The mortgagee waived escrows for
              Airport                    immediate repairs in the amount of
                                         $5,000 recommended by the property
                                         condition report.

     37       1564 Broadway              The mortgagee waived escrows for
                                         immediate repairs in the amount of
                                         $5,500 recommended by the property
                                         condition report.

    5-13      Colony Portfolio VII      The mortgagee waived escrows for
                                        immediate repairs in the amount of
                                        $91,981 recommended by the property
                                        condition report.

Representation #(20(a-i))

 Loan Number          Loan Name                  Description of Exception
--------------------------------------------------------------------------------
     37       1564 Broadway              The Mortgagor leased the air rights
                                         above the Mortgaged Property to the
                                         owner of an adjacent hotel. The
                                         Mortgagor subleases a sign located in
                                         such air space for the benefit of the
                                         theater operations conducted at the
                                         Mortgaged Property. Such sublease does
                                         not comply with certain of these
                                         representations and warranties.

Representation #(20(c))

 Loan Number          Loan Name                  Description of Exception
--------------------------------------------------------------------------------

     52       Wright State Student       The Mortgaged Property consists of five
              Apartments                 parcels, of which three parcels are
                                         subject to ground leases. With respect
                                         to two of the three parcels, the ground
                                         leases do not provide that, in the
                                         event of foreclosure, the mortgagee is
                                         entitled to become the ground lessee.

     142      Lazy Boy - Buford, GA     The mortgagee may assign the Mortgagor's
                                        interests after foreclosure once without
                                        the consent of the ground lessor;
                                        however, all subsequent assignments
                                        require the ground lessor's consent.

Representation #(20(d))

 Loan Number          Loan Name                  Description of Exception
--------------------------------------------------------------------------------

     52       Wright State Student      The Mortgaged Property consists of five
              Apartments                parcels, of which three parcels are
                                        subject to ground leases. With respect
                                        to two of the three parcels, the ground
                                        leases do not provide that the ground
                                        lessor shall not amend, modify, cancel
                                        or terminate the ground leases without
                                        the prior written consent of the
                                        mortgagee and any amendment,
                                        modification, cancellation or
                                        termination of the ground leases without
                                        the prior written consent of the
                                        mortgagee.



Representation #(20(f))

 Loan Number          Loan Name                 Description of Exception
--------------------------------------------------------------------------------

    52       Wright State Student       The Mortgaged Property consists of five
              Apartments                parcels, of which three parcels are
                                        subject to ground leases. With respect
                                        to two of the three parcels, the ground
                                        leases do not provide that the mortgagee
                                        has the right to cure any default under
                                        the ground leases or, in the event that
                                        it is incurable, enter into new ground
                                        leases with the ground lessor. However,
                                        the ground leases have been prepaid for
                                        the remainder of their term and the
                                        mortgagee has a recourse carveout in the
                                        event that the Mortgagor fails to amend
                                        the ground leases to add a provision
                                        that would allow for the execution of a
                                        new lease.



Representation #(20(g))

 Loan Number          Loan Name                 Description of Exception
--------------------------------------------------------------------------------

     142      Lazy Boy - Buford, GA     The ground lease, which expires in 2036,
                                        does not extend at least 20 years
                                        beyond the maturity date of the
                                        Mortgage Loan.

Representation #(21(b))

 Loan Number          Loan Name                 Description of Exception
--------------------------------------------------------------------------------

     68       Ultra Plaza               The Environmental Site Assessment
                                        recommended the implementation of an
                                        asbestos operations and maintenance
                                        plan ("O&M Plan"), but it was not
                                        executed prior to closing.

     27       Best Buy - Torrence, CA   The Environmental Site Assessment
                                        recommended the implementation of an
                                        asbestos operations and maintenance plan
                                        ("O&M Plan"), but it was not executed
                                        prior to closing.

Representation #(21(d))

 Loan Number          Loan Name                  Description of Exception
--------------------------------------------------------------------------------

     94      Century Park Apartments    The environmental indemnity contains a 0
                                        year sunset provision.

     102     Armon Bay Apartments       The environmental indemnity contains a 0
                                        year sunset provision.

     61      Mid Memphis Tower          The environmental indemnity contains a 5
                                        year sunset provision.

     41      Northrop Grumman - Redona  The environmental indemnity contains a 5
             Beach                      year sunset provision.

     60      43-02 Ditmars              The environmental indemnity contains a 5
                                        year sunset provision.

     136     Roselawn                   The environmental indemnity contains a 4
                                        year sunset provision.

     57      Palma Sola Shopping        The environmental indemnity contains a 5
             Center                     year sunset provision.

     105     L-3 Communications         The environmental indemnity contains a 3
                                        year sunset provision.

     27      Best Buy - Torrence, CA    The environmental indemnity contains a 3
                                        year sunset provision.

     14      USFS Industrial            The environmental indemnity contains a 5
             Distribution Portfolio     year sunset provision.



Representation #(22)

 Loan Number          Loan Name                  Description of Exception
--------------------------------------------------------------------------------

      3       North Hills Mall          On the origination date, the mortgagee
                                        accepted comprehensive commercial
                                        general liability insurance that
                                        provides for a deductible of $2,000.

     94       Century Park Apartments   So long as the Mortgagor maintains a
                                        cash escrow account and subject to the
                                        satisfaction of certain other
                                        conditions, Mortgagor may maintain
                                        all-risk insurance with a deductible
                                        that does not exceed $100,000 per claim
                                        and $200,000 in the aggregate per annum
                                        and comprehensive commercial general
                                        liability insurance with a deductible
                                        that does not exceed $10,000.

                                        The Mortgage Loan documents provide for
                                        a windstorm deductible of 2% of the
                                        insured value of the Mortgaged Property.

     125      Chesterbrook Academy      Mortgagor may maintain comprehensive
                                        all-risk insurance with a deductible
                                        that does not exceed $75,000 so long as
                                        Chesterbrook Academy maintains a net
                                        worth of no less than $50,000,000.

     62       7515 Greenville           On the origination date, the mortgagee
                                        accepted comprehensive commercial
                                        general liability insurance that
                                        provides for a deductible of $1,000.

     136      Roselawn                  Mortgagor may maintain comprehensive
                                        commercial general liability insurance
                                        with a deductible that does not exceed
                                        $2,500.

     135      Bordeaux Apartments       Mortgagor may maintain comprehensive
                                        commercial general liability insurance
                                        with a deductible that does not exceed
                                        $10,000. Additionally, the mortgagee
                                        accepted windstorm coverage written
                                        through the Texas Windstorm Insurance
                                        Association with an 80% coinsurance
                                        requirement and a deductible not to
                                        exceed $15,000 per building.

     102      Armon Bay Apartments      So long as the Mortgagor maintains a
                                        cash escrow account and subject to the
                                        satisfaction of certain other
                                        conditions, Mortgagor may maintain
                                        all-risk insurance with a deductible
                                        that does not exceed $100,000 per claim
                                        and $200,000 in the aggregate per annum
                                        and comprehensive commercial general
                                        liability insurance with a deductible
                                        that does not exceed $10,000.

                                        Due to the location of the Mortgaged
                                        Property, windstorm insurance is covered
                                        under the Texas windstorm pool
                                        ("Program"). Pursuant to the Program,
                                        the deductible is $1,000 per building
                                        and if the Mortgagor obtains insurance
                                        outside of the Program, the deductible
                                        is capped at $25,000.

      4       Sawgrass Mills Mall       Mortgagor may maintain all-risk
                                        insurance with a deductible that does
                                        not exceed $250,000.

                                        The Mortgage Loan documents provide for
                                        a windstorm deductible of 5% of the
                                        insured value of the Mortgaged Property.

                                        The Mortgagor is required to carry
                                        insurance policies from carriers having
                                        a claims paying ability rating of (i) if
                                        there is only one insurance company
                                        issuing the Policies, "A" or better (and
                                        the equivalent thereof) by at least two
                                        (2) of the Rating Agencies rating the
                                        Certificates, or if only one Rating
                                        Agency is rating the Certificates, then
                                        only by such Rating Agency, or (ii) if
                                        there are more than one, but less than
                                        five, insurance companies collectively
                                        issuing the policies, seventy five
                                        percent (75%) or more of the insured
                                        amount shall have a claims paying
                                        ability rating of "A" or better (and the
                                        equivalent thereof) by at least two (2)
                                        of the Rating Agencies rating the
                                        Certificates, or if only one Rating
                                        Agency is rating the Certificates, then
                                        only by such Rating Agency, and the
                                        remaining twenty five percent (25%) (or
                                        lesser remaining amount) of which shall
                                        have a claims paying ability rating of
                                        "BBB" or better (and the equivalent
                                        thereof) by at least two (2) of the
                                        Rating Agencies rating the Certificates,
                                        or if only one Rating Agency is rating
                                        the Certificates, then only by such
                                        Rating Agency, or (iii) if there are
                                        five or more insurance companies
                                        collectively issuing the policies, sixty
                                        percent (60%) or more of the insured
                                        amount shall have a claims paying
                                        ability rating of "A" or better (and the
                                        equivalent thereof) by at least two (2)
                                        of the Rating Agencies rating the
                                        Certificates, or if only one Rating
                                        Agency is rating the Certificates, then
                                        only by such Rating Agency, and the
                                        remaining forty percent (40%) (or lesser
                                        remaining amount) of which shall have a
                                        claims paying ability rating of "BBB" or
                                        better (and the equivalent thereof) by
                                        at least two (2) of the Rating Agencies
                                        rating the Certificates, or if only one
                                        Rating Agency is rating the
                                        Certificates, then only by such Rating
                                        Agency.

      1       Gurnee Mills              Mortgagor may maintain all-risk
                                        insurance with a deductible that does
                                        not exceed $250,000.

                                        The Mortgage Loan documents provide for
                                        a windstorm deductible of 5% of the
                                        insured value of the Mortgaged Property.

                                        The Mortgagor is required to carry
                                        insurance policies from carriers having
                                        a claims paying ability rating of (i) if
                                        there is only one insurance company
                                        issuing the Policies, "A" or better (and
                                        the equivalent thereof) by at least two
                                        (2) of the Rating Agencies rating the
                                        Certificates, or if only one Rating
                                        Agency is rating the Certificates, then
                                        only by such Rating Agency, or (ii) if
                                        there are more than one, but less than
                                        five, insurance companies collectively
                                        issuing the policies, seventy five
                                        percent (75%) or more of the insured
                                        amount shall have a claims paying
                                        ability rating of "A" or better (and the
                                        equivalent thereof) by at least two (2)
                                        of the Rating Agencies rating the
                                        Certificates, or if only one Rating
                                        Agency is rating the Certificates, then
                                        only by such Rating Agency, and the
                                        remaining twenty five percent (25%) (or
                                        lesser remaining amount) of which shall
                                        have a claims paying ability rating of
                                        "BBB" or better (and the equivalent
                                        thereof) by at least two (2) of the
                                        Rating Agencies rating the Certificates,
                                        or if only one Rating Agency is rating
                                        the Certificates, then only by such
                                        Rating Agency, or (iii) if there are
                                        five or more insurance companies
                                        collectively issuing the policies, sixty
                                        percent (60%) or more of the insured
                                        amount shall have a claims paying
                                        ability rating of "A" or better (and the
                                        equivalent thereof) by at least two (2)
                                        of the Rating Agencies rating the
                                        Certificates, or if only one Rating
                                        Agency is rating the Certificates, then
                                        only by such Rating Agency, and the
                                        remaining forty percent (40%) (or lesser
                                        remaining amount) of which shall have a
                                        claims paying ability rating of "BBB" or
                                        better (and the equivalent thereof) by
                                        at least two (2) of the Rating Agencies
                                        rating the Certificates, or if only one
                                        Rating Agency is rating the
                                        Certificates, then only by such Rating
                                        Agency.

     105      L-3 Communications        Mortgagor may maintain all-risk
                                        insurance with a deductible that does
                                        not exceed $50,000.

     43       Carlsbad Commerce Center  Mortgagor may maintain comprehensive
                                        commercial general liability insurance
                                        with a deductible that does not exceed
                                        $2,500.

     137      Murrieta Professional     Mortgagor may maintain comprehensive
              Plaza                     commercial general liability insurance
                                        with a deductible that does not exceed
                                        $5,000.

     90       Lakeridge Shopping        Mortgagor may maintain all-risk
              Center                    insurance with a deductible that does
                                        not exceed $50,000, so long as it is
                                        consistent with the custom and practice
                                        in the retail industry in the
                                        Dallas-Fort Worth Metroplex. However,
                                        the guarantor is responsible for
                                        deductibles in excess of $10,000.

     34       Timber Ridge Apartments   Mortgagor may maintain comprehensive
                                        commercial general liability insurance
                                        with a deductible that does not exceed
                                        $2,500.

     27       Best Buy - Torrence, CA   Mortgagor may maintain all-risk
                                        insurance with a deductible that does
                                        not exceed $100,000.

     14       USFS Industrial           The Mortgage Loan documents do not set
              Distribution Portfolio    maximum deductible amounts for the
                                        Insurance Policies; however, such
                                        deductibles are subject to approval by
                                        the mortgagee.

                                        The Mortgagor is permitted to use a
                                        syndicate of insurance providers so
                                        long as sixty percent (60%) of the
                                        aggregate limits under such Insurance
                                        Policies must be provided by carriers
                                        with a minimum claims-paying ability
                                        rating from S&P of "A-" or better;
                                        provided however, (i) the primary
                                        layers of coverage shall be through
                                        insurers rated at least "A-" by S&P or
                                        all insurers in such syndicate shall
                                        have claims-paying ability ratings of
                                        not less than "BBB" by S&P and (ii) any
                                        insurer in such syndicate whose
                                        claims-paying ability is not rated by
                                        S&P shall not participate in the
                                        primary layers of coverage and shall
                                        not issue more than ten percent (10%)
                                        of the aggregate amount of coverage,
                                        provided the insurer is rated "A-/X" or
                                        higher by A.M. Best.

     91       One Sterling Plaza        Mortgagor may maintain comprehensive
                                        commercial general liability insurance
                                        with a deductible that does not exceed
                                        $25,000.

     92       Sharpstown Industrial     Mortgagor may maintain comprehensive
              Portfolio I & II          commercial general liability insurance
                                        with a deductible that does not exceed
                                        $25,000.

     37       1564 Broadway             Mortgagor may maintain comprehensive
                                        commercial general liability insurance
                                        with a deductible that does not exceed
                                        $25,000.

    5-13      Colony Portfolio VII      Mortgagor may maintain all-risk
                                        insurance with a deductible that does
                                        not exceed $250,000.
                                        The Mortgage Loan documents provide for
                                        an earthquake and windstorm deductible
                                        of 5% of the insured value of the
                                        Mortgaged Property.

              All Loans                 Although the Mortgage Loan Documents
                                        require comprehensive general liability
                                        insurance consistent with this
                                        representation and warranty, as of the
                                        date hereof, the mortgagee has not
                                        received evidence of the endorsement
                                        necessary to include it as an additional
                                        insured. At closing, the mortgagee
                                        accepted evidence of comprehensive
                                        commercial general liability insurance
                                        and its inclusion as an additional
                                        insured on standard Accord form 25 or
                                        other similar forms.



Representation #(26)

 Loan Number          Loan Name                  Description of Exception
--------------------------------------------------------------------------------

     28       Ellington Plaza            The initial inspection was performed
                                         August 2, 2006. No subsequent
                                         inspection has been performed.

Representation #(29)

 Loan Number          Loan Name                  Description of Exception
--------------------------------------------------------------------------------

    4; 1      Sawgrass Mills Mall;       The original principal balance of the
              Gurnee Mills               Sawgrass Mills Mall Mortgage Loan and
                                         the Gurnee Mills Mortgage Loan, which
                                         loans are to Mortgagors under common
                                         sponsorship, represent more than 5% of
                                         the aggregate outstanding principal
                                         amount of all the mortgage loans
                                         included in the trust fund.



Representation #(30)

 Loan Number          Loan Name                  Description of Exception
--------------------------------------------------------------------------------

     15       Clark Tower                Although the Mortgagor is a single
                                         purpose entity and will not commingle
                                         its assets with any of its members, it
                                         is not required to maintain a separate
                                         bank account.

Representation #(32)

 Loan Number          Loan Name                  Description of Exception
--------------------------------------------------------------------------------

     16       Lakeshore Apartments      Subject to the satisfaction of certain
                                        criteria, the Mortgage Loan documents
                                        allow members of the Mortgagor the
                                        right to pledge their interests in the
                                        Mortgagor to secure a mezzanine loan
                                        pursuant to the security instrument.

     94       Century Park Apartments   In conjunction with the Mortgagor
                                        financing the transfer and assumption of
                                        the Mortgage Loan and Mortgaged Property
                                        and subject to the satisfaction of
                                        certain other conditions, the Mortgagor
                                        has a one time right to incur additional
                                        subordinate debt secured by the
                                        Mortgaged Property.

     102      Armon Bay Apartments      In conjunction with the Mortgagor
                                        financing the transfer and assumption of
                                        the Mortgage Loan and Mortgaged Property
                                        and subject to the satisfaction of
                                        certain other conditions, the Mortgagor
                                        has a one time right to incur additional
                                        subordinate debt secured by the
                                        Mortgaged Property.

      3       North Hills Mall          Subject to the satisfaction of certain
                                        criteria, the Mortgage Loan documents
                                        allow members of the Mortgagor the right
                                        to pledge their interests in the
                                        Mortgagor to secure a mezzanine loan
                                        pursuant to the security instrument.

     61       Mid Memphis Tower         Subject to the satisfaction of certain
                                        conditions, transfers to affiliates and
                                        other entities or individuals are
                                        permitted pursuant to the Mortgage Loan
                                        documents.

     47       Southshore Medical        Subject to the satisfaction of certain
                                        conditions, transfers to affiliates and
                                        other entities or individuals are
                                        permitted pursuant to the Mortgage Loan
                                        documents.

      4       Sawgrass Mills Mall       Subject to the satisfaction of certain
                                        conditions, transfers to affiliates and
                                        other entities or individuals are
                                        permitted pursuant to the Mortgage Loan
                                        documents.

                                        Subject to the satisfaction of certain
                                        criteria, the Mortgage Loan documents
                                        allow members of the Mortgagor the
                                        right to pledge their interests in the
                                        Mortgagor to secure a mezzanine loan
                                        pursuant to the security instrument.

      1       Gurnee Mills              Subject to the satisfaction of certain
                                        conditions, transfers to affiliates and
                                        other entities or individuals are
                                        permitted pursuant to the Mortgage Loan
                                        documents.

                                        Subject to the satisfaction of certain
                                        criteria, the Mortgage Loan documents
                                        allow members of the Mortgagor the
                                        right to pledge their interests in the
                                        Mortgagor to secure a mezzanine loan
                                        pursuant to the security instrument.

     105      L-3 Communications        Subject to the satisfaction of certain
                                        conditions, transfers to affiliates and
                                        other entities or individuals are
                                        permitted pursuant to the Mortgage Loan
                                        documents.

     68       Ultra Plaza               Subject to the satisfaction of certain
                                        conditions, transfers to affiliates and
                                        other entities or individuals are
                                        permitted pursuant to the Mortgage Loan
                                        documents.

     43       Carlsbad Commerce Center  Subject to the satisfaction of certain
                                        criteria, the Mortgage Loan documents
                                        allow members of the Mortgagor the right
                                        to pledge their interests in the
                                        Mortgagor to secure a mezzanine loan
                                        pursuant to the security instrument.

     137      Murrieta Professional     Subject to the satisfaction of certain
              Plaza                     criteria, the Mortgage Loan documents
                                        allow members of the Mortgagor the
                                        right to pledge their interests in the
                                        Mortgagor to secure a mezzanine loan
                                        pursuant to the security instrument.

     124      Twenty Mile Stadium       Subject to the satisfaction of certain
              Theater                   criteria, the Mortgage Loan documents
                                        allow members of the Mortgagor the
                                        right to pledge their interests in the
                                        Mortgagor to secure a mezzanine loan
                                        pursuant to the security instrument.

      2       Centro - New Plan Pool 1  Subject to the satisfaction of certain
                                        criteria, the Mortgage Loan documents
                                        allow members of the Mortgagor the right
                                        to pledge their interests in the
                                        Mortgagor to secure a mezzanine loan
                                        pursuant to the security instrument.

     117      24 Hour Fitness Olathe    Subject to the satisfaction of certain
                                        conditions, transfers to affiliates and
                                        other entities or individuals are
                                        permitted pursuant to the Mortgage Loan
                                        documents.

     111      Gold's Gym - St.          Subject to the satisfaction of certain
              Peter's, MO               conditions, transfers to affiliates and
                                        other entities or individuals are
                                        permitted pursuant to the Mortgage Loan
                                        documents.

     108      Gold's Gym - O'Fallon,    Subject to the satisfaction of certain
              MO                        conditions, transfers to affiliates and
                                        other entities or individuals are
                                        permitted pursuant to the Mortgage Loan
                                        documents.

     90       Lakeridge Shopping        Subject to the satisfaction of certain
              Center                    criteria, the Mortgage Loan documents
                                        allow members of the Mortgagor the right
                                        to pledge their interests in the
                                        Mortgagor to secure a mezzanine loan
                                        pursuant to the security instrument.

     103      PNC Bank - McLean         Subject to the satisfaction of certain
                                        criteria, the Mortgage Loan documents
                                        allow members of the Mortgagor the right
                                        to pledge their interests in the
                                        Mortgagor to secure a mezzanine loan
                                        pursuant to the security instrument.

     119      Circuit City Aurora       Subject to the satisfaction of certain
              Colorado                  conditions, transfers to affiliates and
                                        other entities or individuals are
                                        permitted pursuant to the Mortgage Loan
                                        documents.

     87       Deer Trace MHC            Subject to the satisfaction of certain
                                        conditions, transfers to affiliates and
                                        other entities or individuals are
                                        permitted pursuant to the Mortgage Loan
                                        documents.

     27       Best Buy - Torrence, CA   Subject to the satisfaction of certain
                                        conditions, transfers to affiliates and
                                        other entities or individuals are
                                        permitted pursuant to the Mortgage Loan
                                        documents.

     52       Wright State Student      Subject to the satisfaction of certain
              Apartments                conditions, transfers to affiliates and
                                        other entities or individuals are
                                        permitted pursuant to the Mortgage Loan
                                        documents.

     19       Portola Plaza Hotel       Subject to the satisfaction of certain
                                        conditions, transfers to affiliates and
                                        other entities or individuals are
                                        permitted pursuant to the Mortgage Loan
                                        documents.

     28       Ellington Plaza           Subject to the satisfaction of certain
                                        conditions, transfers to affiliates and
                                        other entities or individuals are
                                        permitted pursuant to the Mortgage Loan
                                        documents.

     14       USFS Industrial           Subject to the satisfaction of certain
              Distribution Portfolio    conditions, transfers to affiliates and
                                        other entities or individuals are
                                        permitted pursuant to the Mortgage Loan
                                        documents.

    5-13      Colony Portfolio VII      Subject to the satisfaction of certain
                                        conditions, transfers to affiliates and
                                        other entities or individuals are
                                        permitted pursuant to the Mortgage Loan
                                        documents.

                                        Subject to the satisfaction of certain
                                        criteria, the Mortgage Loan documents
                                        allow members of the Mortgagor the
                                        right to pledge their interests in the
                                        Mortgagor to secure a mezzanine loan
                                        pursuant to the security instrument.

                                        Subject to the satisfaction of certain
                                        criteria, the Mortgagor has a one-time
                                        right to incur additional debt on a
                                        pari passu basis with the Mortgage Loan
                                        secured by the Mortgaged Property.

Representation #(33)

 Loan Number          Loan Name                 Description of Exception
--------------------------------------------------------------------------------

      4       Sawgrass Mills Mall       The Mortgaged Property secures (A) the
                                        Mortgage Loan [consisting of a Fixed
                                        Rate A-2 (Phase I) Note, Fixed Rate A-2
                                        (Phase II) Note and Fixed Rate A-2
                                        (Phase III) Note] and (B) a Fixed Rate
                                        A-1 (Phase I) Note, Fixed Rate A-1
                                        (Phase II) Note, Fixed Rate A-1 (Phase
                                        III) Note, Fixed Rate A-3 (Phase I)
                                        Note, Fixed Rate A-3 (Phase II) Note,
                                        Fixed Rate A-3 (Phase III) Note, Fixed
                                        Rate A-4 (Phase I) Note, Fixed Rate A-4
                                        (Phase II) Note, Fixed Rate A-4 (Phase
                                        III) Note, Fixed Rate A-5 (Phase I)
                                        Note, Fixed Rate A-5 (Phase II) Note
                                        and Fixed Rate A-5 (Phase III) Note
                                        (each of which is pari passu with the
                                        Mortgage Loan and is not included in
                                        the trust fund) and (C) a Fixed Rate
                                        B-1 (Phase I) Note, Fixed Rate B-1
                                        (Phase II) Note, Fixed Rate B-1 (Phase
                                        III) Note, Fixed Rate B-2 (Phase I)
                                        Note, Fixed Rate B-2 (Phase II) Note,
                                        Fixed Rate B-2 (Phase III) Note, Fixed
                                        Rate B-3 (Phase I) Note, Fixed Rate B-3
                                        (Phase II) Note and Fixed Rate B-3
                                        (Phase III) Note (each of which is not
                                        included in the trust fund).

      1       Gurnee Mills              The Mortgaged Property secures the
                                        Mortgage Loan (consisting of a Fixed
                                        Rate A-1 Note and a Fixed Rate A-2 Note)
                                        and a Fixed Rate A-3 Note (which is pari
                                        passu with the Mortgage Loan and is not
                                        included in the trust fund).

     28       Ellington Plaza           The Mortgaged Property secures the
                                        Mortgage Loan (consisting of a Fixed
                                        Rate A-1 Note), a Fixed Rate A-2 Note
                                        (which is pari passu with the Mortgage
                                        Loan and is not included in the trust
                                        fund) and a Fixed Rate B Note (which is
                                        not included in the trust fund).

     14       USFS Industrial           The Mortgaged Property secures the
              Distribution Portfolio    Mortgage Loan (consisting of a Fixed
                                        Rate A-4 Note), a Fixed Rate A-1 Note,
                                        a Fixed Rate A-2 Note, a Fixed Rate A-3
                                        Note, a Fixed Rate A-5 Note and a Fixed
                                        Rate A-6 Note (each of which is pari
                                        passu with the Mortgage Loan and is not
                                        included in the trust fund).

Representation #(35)

 Loan Number          Loan Name                 Description of Exception
--------------------------------------------------------------------------------

      3       North Hills Mall          The Mortgaged Property consists of two
                                        outparcels that may be released from
                                        the lien of the Mortgage upon
                                        defeasance of an amount equal to 110%
                                        of the allocated loan amount.

      2       Centro - New Plan Pool 1  Each Centro - New Plan Pool 1 property
                                        may be released from the lien of the
                                        Mortgage upon defeasance of an amount
                                        equal to 110% of the allocated loan
                                        amount.

                                        The Mortgagor may obtain a release of
                                        an individual Mortgaged Property by
                                        substituting its interest in other
                                        properties as collateral during the
                                        term of the Mortgage Loan, subject to
                                        certain conditions as set forth in the
                                        related Mortgage Loan documents.

     14       USFS Industrial           Each USFS Industrial Distribution
              Distribution Portfolio    Portfolio property may be released from
                                        the lien of the Mortgage upon
                                        defeasance of an amount equal to the
                                        greater of (a) 90% of the net sales
                                        proceeds from such sale and (b) 110% of
                                        the allocated loan amount.

                                        The Mortgagor may obtain a release of
                                        an individual Mortgaged Property by
                                        substituting its interest in other
                                        properties as collateral during the
                                        term of the Mortgage Loan, subject to
                                        certain conditions as set forth in the
                                        related Mortgage Loan documents.

    5-13      Colony Portfolio VII      Each Colony Portfolio VII property may
                                        be released from the lien of the
                                        Mortgage upon defeasance of an amount
                                        equal to 105% of the allocated loan
                                        amount. Additionally, each Colony
                                        Portfolio VII property may be released
                                        from the lien of the Mortgage upon the
                                        Mortgagor providing a letter of credit
                                        in an amount equal to 105% of the
                                        allocated loan amount.

                                        The Mortgagor may obtain a release of an
                                        individual Mortgaged Property by
                                        substituting its interest in other
                                        properties as collateral during the term
                                        of the Mortgage Loan, subject to certain
                                        conditions as set forth in the related
                                        Mortgage Loan documents.



Representation #(37)

 Loan Number          Loan Name                  Description of Exception
--------------------------------------------------------------------------------

  94; 127;    Century Park Apartments;   The respective Mortgaged Properties are
  121; 62;    Fall Lake Apartments;      legally nonconforming due to deficient
  135; 102;   Comfort Inn - Bethlehem;   parking.
  123; 77;    7515 Greenville; Bordeaux
   132; 17    Apartments; Armon Bay
              Apartments; Monceaux; 599
              Broadway; Shops at Port A
              - Phase I; STF Portfolio

     90       Lakeridge Shopping Center  The Mortgaged Property is legally
                                         nonconforming due to excessive parking.



Representation #(40)

 Loan Number          Loan Name                  Description of Exception
--------------------------------------------------------------------------------

     21       Whispering Sands          The Mortgage Loan documents provide that
                                        should the 10th day fall on a weekend
                                        or holiday, then payment can be made
                                        the next business day.

     22       Sauk Trail MHC            The Mortgage Loan documents provide that
                                        should the 10th day fall on a weekend or
                                        holiday, then payment can be made the
                                        next business day.

     20       Forest View               The Mortgage Loan documents provide that
                                        should the 10th day fall on a weekend or
                                        holiday, then payment can be made the
                                        next business day.



Representation #(41)

 Loan Number          Loan Name                 Description of Exception
--------------------------------------------------------------------------------

     21       Whispering Sands          The Mortgaged Property is serviced by
                                        private water wells. However, in
                                        addition to the standard recourse
                                        carveouts, the Mortgage Loan is
                                        recourse to the extent there are any
                                        losses due to the lack of public water
                                        service to the Mortgaged Property.

Representation #(42)

 Loan Number          Loan Name                 Description of Exception
--------------------------------------------------------------------------------

     94       Century Park Apartments   Terrorism insurance premiums are capped
                                        at $10,000 per year.

     102      Armon Bay Apartments      Terrorism insurance premiums are capped
                                        at $7,000 per year.

     136      Roselawn                  Terrorism insurance premiums are capped
                                        at $7,000 per year.

     61       Mid Memphis Tower         Terrorism insurance premiums are capped
                                        at $35,000 per year, subject to annual
                                        increases based on the Consumer Price
                                        Index.

     41       Northrop Grumman -        Terrorism insurance premiums are capped
              Redondo Beach             at $20,000 per year.

     59       Alexander Hamilton Plaza  Terrorism insurance premiums are capped
                                        at $40,000 per year, subject to annual
                                        increases based on the Consumer Price
                                        Index.

     68       Ultra Plaza               Terrorism insurance premiums are capped
                                        at $20,000 per year, subject to annual
                                        increases based on the Consumer Price
                                        Index.

     43       Carlsbad Commerce         Terrorism insurance premiums are capped
              Center                    at 25% of the cost of all-risk
                                        insurance.

     137      Murrieta Professional     Terrorism insurance premiums are capped
              Plaza                     at 25% of the cost of all-risk
                                        insurance.

      2       Centro - New Plan Pool 1  Terrorism insurance premiums are capped
                                        at $400,000 per year.

     90       Lakeridge Shopping        Terrorism insurance premiums are capped
              Center                    at $18,000 per year.

     14       USFS Industrial           Terrorism insurance premiums are capped
              Distribution Portfolio    at $200,000 per year.

     91       One Sterling Plaza        Terrorism insurance premiums are capped
                                        at $15,000 per year.

     92       Sharpstown Industrial     Terrorism insurance premiums are capped
              Portfolio I & II          at $15,000 per year.

    5-13      Colony Portfolio VII      Terrorism insurance premiums are capped
                                        at between $3,500 and $65,000 per year
                                        for each of the Colony VII Portfolio
                                        properties.

<PAGE>

                                    EXHIBIT D

                          FORM OF OFFICER'S CERTIFICATE

            I, [______], a duly appointed, qualified and acting [______] of
JPMorgan Chase Bank, N.A., a national banking association (the "Company"),
hereby certify as follows:

1.    I have examined the Mortgage Loan Purchase Agreement, dated as of
      September 28, 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 with the same force and
      effect as if made on and as of the date hereof.

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 each Free
      Writing Prospectus (as defined in the Indemnification Agreement), when
      read in conjunction with the other Time of Sale Information (as defined in
      the Indemnification Agreement), the Prospectus, dated August 3, 2007, as
      supplemented by the Prospectus Supplement, dated September 25, 2007
      (collectively, the "Prospectus"), relating to the offering of the Class
      A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-1A, Class X-2,
      Class A-M, Class A-MFL and Class A-J Certificates, the Private Placement
      Memorandum, dated September 25, 2007 (the "Privately Offered Certificate
      Private Placement Memorandum"), relating to the offering of the Class X-1,
      Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J,
      Class K, Class L, Class M, Class N, Class P, Class Q, Class T and Class NR
      Certificates, and the Residual Private Placement Memorandum, dated
      September 25, 2007 (together with the Privately Offered Certificate
      Private Placement Memorandum, the "Private Placement Memoranda"), relating
      to the offering of the Class R and Class LR Certificates, and nothing has
      come to my attention that would lead me to believe that any Free Writing
      Prospectus, including any diskette attached thereto, when read in
      conjunction with the other Time of Sale Information, as of the Time of
      Sale (as defined in the Indemnification Agreement) or as of the date
      hereof, 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 in the case of any Free Writing Prospectus, when read in
      conjunction with the other Time of Sale Information, 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.

<PAGE>

            IN WITNESS WHEREOF, I have signed my name this 28th day of September
2007.

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