EXECUTION VERSION

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                        MORTGAGE LOAN PURCHASE AGREEMENT

                                     between

                     WELLS FARGO BANK, NATIONAL ASSOCIATION
                                    as Seller

                                       and

                          MORGAN STANLEY CAPITAL I INC.
                                  as Purchaser

                          Dated as of January 19, 2007

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                                TABLE OF CONTENTS

1.  AGREEMENT TO PURCHASE...................................................   3
2.  CONVEYANCE OF MORTGAGE LOANS............................................   3
3.  EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW..................  10
4.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER.......  12
5.  REMEDIES UPON BREACH OF REPRESENTATIONS AND WARRANTIES MADE BY SELLER...  15
6.  CLOSING.................................................................  20
7.  CLOSING DOCUMENTS.......................................................  21
8.  COSTS...................................................................  23
9.  NOTICES.................................................................  23
10. SEVERABILITY OF PROVISIONS..............................................  24
11. FURTHER ASSURANCES......................................................  24
12. SURVIVAL................................................................  24
13. GOVERNING LAW...........................................................  24
14. BENEFITS OF MORTGAGE LOAN PURCHASE AGREEMENT............................  25
15. MISCELLANEOUS...........................................................  25
16. ENTIRE AGREEMENT........................................................  25

Exhibit 1   Mortgage Loan Schedule
Exhibit 2   Representations and Warranties
Exhibit 3   Pricing Formulation
Exhibit 4   Bill of Sale
Exhibit 5   Power of Attorney

                             Index of Defined Terms

Affected Loan(s)...........................................................   17
Agreement..................................................................    2
Certificate Purchase Agreement.............................................    2
Certificates...............................................................    2
Closing Date...............................................................    3
Collateral Information.....................................................   10
Crossed Mortgage Loans.....................................................   17
Defective Mortgage Loan....................................................   17
Final Judicial Determination...............................................   19
Indemnification Agreement..................................................   13
Initial Purchasers.........................................................    2
Master Servicer............................................................    2
Material Breach............................................................   16
Material Document Defect...................................................   15
Memorandum.................................................................    2
MERS.......................................................................    5
Mortgage File..............................................................    4
Mortgage Loan Schedule.....................................................    3
Mortgage Loans.............................................................    2
Officer's Certificate......................................................    7
Other Mortgage Loans.......................................................    2
Pooling and Servicing Agreement............................................    2
Private Certificates.......................................................    2
Prospectus Supplement......................................................    2
Public Certificates........................................................    2
Purchaser..................................................................    2
Repurchased Loan...........................................................   17
Seller.....................................................................    2
Special Servicer...........................................................    2
Trust......................................................................    2
Trustee....................................................................    2
Underwriters...............................................................    2
Underwriting Agreement.....................................................    2


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                        MORTGAGE LOAN PURCHASE AGREEMENT
                                  (WELLS LOANS)

Mortgage Loan Purchase Agreement ("Agreement"), dated as of January 19, 2007,
between Wells Fargo Bank, National Association ("Seller") and Morgan Stanley
Capital I Inc. ("Purchaser").

Seller agrees to sell and Purchaser agrees to purchase certain mortgage loans
listed on Exhibit 1 hereto (the "Mortgage Loans") as described herein. Purchaser
will convey the Mortgage Loans to a trust (the "Trust") created pursuant to a
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), to be
dated as of January 1, 2007 between Purchaser, as depositor, Wells Fargo Bank,
National Association, as master servicer (the "Master Servicer"), ARCap
Servicing, Inc., as special servicer (the "Special Servicer"), LaSalle Bank
National Association, as trustee and custodian (the "Trustee") and Wells Fargo
Bank, National Association, as paying agent, certificate registrar and
authenticating agent. In exchange for the Mortgage Loans and certain other
mortgage loans to be purchased by Purchaser (collectively the "Other Mortgage
Loans"), the Trust will issue to the Depositor pass-through certificates to be
known as Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through
Certificates, Series 2007-TOP25 (the "Certificates"). The Certificates will be
issued pursuant to the Pooling and Servicing Agreement.

Capitalized terms used herein but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement.

The Class A-1, Class A-1A, Class A-2, Class A-AB, Class A-3, Class A-M and Class
A-J Certificates (the "Public Certificates") will be sold by Purchaser to Morgan
Stanley & Co. Incorporated and Bear, Stearns & Co. Inc. (the "Underwriters"),
pursuant to an Underwriting Agreement, between Purchaser and the Underwriters,
dated January 19, 2007 (the "Underwriting Agreement"), and the Class X, 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 O, Class P, Class R-I, Class R-II and Class R-III
Certificates (the "Private Certificates") will be sold by Purchaser to Morgan
Stanley & Co. Incorporated and Bear, Stearns & Co. Inc. (the "Initial
Purchasers") pursuant to a Certificate Purchase Agreement, between Purchaser and
the Initial Purchasers, dated January 19, 2007 (the "Certificate Purchase
Agreement"). The Underwriters will offer the Public Certificates for sale
publicly pursuant to a Prospectus dated March 14, 2006, as supplemented by a
Prospectus Supplement dated January 19, 2007 (together, the "Prospectus
Supplement") and the Initial Purchasers will offer the Private Certificates for
sale in transactions exempt from the registration requirements of the Securities
Act of 1933 pursuant to a Private Placement Memorandum dated January 19, 2007
(the "Memorandum").

In consideration of the mutual agreements contained herein, Seller and Purchaser
hereby agree as follows:



1. AGREEMENT TO PURCHASE.

1.1 Seller agrees to sell, and Purchaser agrees to purchase, on a servicing
released basis, the Mortgage Loans identified on the schedule (the "Mortgage
Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to
reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms
hereof. The Cut-Off Date with respect to the Mortgage Loans is January 1, 2007.
The Mortgage Loans will have an aggregate principal balance as of the close of
business on the Cut-Off Date, after giving effect to any payments due on or
before such date, whether or not received, of $469,400,837. The sale of the
Mortgage Loans shall take place on January 30, 2007 or such other date as shall
be mutually acceptable to the parties hereto (the "Closing Date"). The purchase
price to be paid by Purchaser for the Mortgage Loans shall equal the amount set
forth as such purchase price on Exhibit 3 hereto. The purchase price shall be
paid to Seller by wire transfer in immediately available funds on the Closing
Date.

1.2 On the Closing Date, Purchaser will assign to the Trustee pursuant to the
Pooling and Servicing Agreement all of its right, title and interest in and to
the Mortgage Loans and its rights under this Agreement (to the extent set forth
in Section 14 hereof), and the Trustee shall succeed to such right, title and
interest in and to the Mortgage Loans and Purchaser's rights under this
Agreement (to the extent set forth in Section 14 hereof).

2. CONVEYANCE OF MORTGAGE LOANS.

2.1 Effective as of the Closing Date, subject only to receipt of the
consideration referred to in Section 1 hereof and the satisfaction of the
conditions specified in Sections 6 and 7 hereof, Seller does hereby transfer,
assign, set over and otherwise convey to Purchaser, without recourse, except as
specifically provided herein all the right, title and interest of Seller, with
the understanding that a Servicing Rights Purchase and Sale Agreement, dated
January 1, 2007, will be executed by Seller and the Master Servicer, in and to
the Mortgage Loans identified on the Mortgage Loan Schedule as of the Closing
Date. The Mortgage Loan Schedule, as it may be amended from time to time on or
prior to the Closing Date, shall conform to the requirements of this Agreement
and the Pooling and Servicing Agreement. In connection with such transfer and
assignment, Seller shall deliver to or on behalf of the Trustee, on behalf of
Purchaser, on or prior to the Closing Date, the Mortgage Note (as described in
clause 2.2.1 hereof) for each Mortgage Loan and on or prior to the fifth
Business Day after the Closing Date, five limited powers of attorney
substantially in the form attached hereto as Exhibit 5 in favor of the Trustee
and the Special Servicer to empower the Trustee and, in the event of the failure
or incapacity of the Trustee, the Special Servicer, to submit for recording, at
the expense of Seller, any mortgage loan documents required to be recorded as
described in the Pooling and Servicing Agreement and any intervening assignments
with evidence of recording thereon that are required to be included in the
Mortgage Files (so long as original counterparts have previously been delivered
to the Trustee). Seller agrees to reasonably cooperate with the Trustee and the
Special Servicer in connection with any additional powers of attorney or
revisions thereto that are requested by such parties for purposes of such
recordation. The parties hereto agree that no such power of attorney shall be
used with respect to any Mortgage Loan by or under authorization by any party
hereto except to the extent that the absence of a document described in the
second preceding sentence with respect to such Mortgage Loan remains unremedied
as of the earlier of (i) the date


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that is 180 days following the delivery of notice of such absence to Seller, but
in no event earlier than 18 months from the Closing Date, and (ii) the date (if
any) on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The
Trustee shall submit such documents, at Seller's expense, after the periods set
forth above, provided, however, the Trustee shall not submit such assignments
for recording if Seller produces evidence that it has sent any such assignment
for recording and certifies that Seller is awaiting its return from the
applicable recording office. In addition, not later than the 30th day following
the Closing Date, Seller shall deliver to or on behalf of the Trustee each of
the remaining documents or instruments specified in Section 2.2 hereof (with
such exceptions as are permitted by this Section 2) with respect to each
Mortgage Loan (each, a "Mortgage File"). (Seller acknowledges that the term
"without recourse" does not modify the duties of Seller under Section 5 hereof.)

2.2 All Mortgage Files, or portions thereof, delivered prior to the Closing Date
are to be held by or on behalf of the Trustee in escrow on behalf of Seller at
all times prior to the Closing Date. The Mortgage Files shall be released from
escrow upon closing of the sale of the Mortgage Loans and payments of the
purchase price therefor as contemplated hereby. The Mortgage File for each
Mortgage Loan shall contain the following documents:

     2.2.1 The original Mortgage Note bearing all intervening endorsements,
endorsed "Pay to the order of LaSalle Bank National Association, as Trustee for
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Series 2007-TOP25, without recourse, representation or warranty" or if the
original Mortgage Note is not included therein, then a lost note affidavit, with
a copy of the Mortgage Note attached thereto;

     2.2.2 The original Mortgage, with evidence of recording thereon, and, if
the Mortgage was executed pursuant to a power of attorney, a certified true copy
of the power of attorney certified by the public recorder's office, with
evidence of recording thereon (if recording is customary in the jurisdiction in
which such power of attorney was executed), or certified by a title insurance
company or escrow company to be a true copy thereof; provided that if such
original Mortgage cannot be delivered with evidence of recording thereon on or
prior to the 45th day following the Closing Date because of a delay caused by
the public recording office where such original Mortgage has been delivered for
recordation or because such original Mortgage has been lost, Seller shall
deliver or cause to be delivered to the Trustee a true and correct copy of such
Mortgage, together with (i) in the case of a delay caused by the public
recording office, an Officer's Certificate (as defined below) of Seller stating
that such original Mortgage has been sent to the appropriate public recording
official for recordation or (ii) in the case of an original Mortgage that has
been lost after recordation, a certification by the appropriate county recording
office where such Mortgage is recorded that such copy is a true and complete
copy of the original recorded Mortgage;

     2.2.3 The originals of all agreements modifying a Money Term or other
material modification, consolidation and extension agreements, if any, with
evidence of recording thereon, or if any such original modification,
consolidation or extension agreement has been delivered to the appropriate
recording office for recordation and either has not yet been returned on or
prior to the 45th day following the Closing Date with evidence of recordation
thereon or has been lost after recordation, a true copy of such modification,
consolidation or extension certified by Seller together with (i) in the case of
a delay caused by the public recording office,


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an Officer's Certificate of Seller stating that such original modification,
consolidation or extension agreement has been dispatched or sent to the
appropriate public recording official for recordation or (ii) in the case of an
original modification, consolidation or extension agreement that has been lost
after recordation, a certification by the appropriate county recording office
where such document is recorded that such copy is a true and complete copy of
the original recorded modification, consolidation or extension agreement, and
the originals of all assumption agreements, if any;

     2.2.4 An original Assignment of Mortgage for each Mortgage Loan, in form
and substance acceptable for recording, signed by the holder of record in favor
of "LaSalle Bank National Association, as Trustee for Morgan Stanley Capital I
Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-TOP25,"
provided, if the related Mortgage has been recorded in the name of Mortgage
Electronic Registration Systems, Inc. ("MERS") or its designee, no such
assignments will be required to be submitted for recording or filing and
instead, Seller shall take all actions as are necessary to cause the Trustee to
be shown as the owner of the related Mortgage on the record of MERS for purposes
of the system of recording transfers of beneficial ownership of mortgages
maintained by MERS and shall deliver to the Master Servicer and the Special
Servicer evidence confirming that the Trustee is shown as the owner on the
record of MERS;

     2.2.5 Originals of all intervening assignments of Mortgage (except with
respect to any Mortgage that has been recorded in the name of MERS or its
designees), if any, with evidence of recording thereon or, if such original
assignments of Mortgage have been delivered to the appropriate recorder's office
for recordation, certified true copies of such assignments of Mortgage certified
by Seller, or in the case of an original blanket intervening assignment of
Mortgage retained by Seller, a copy thereof certified by Seller or, if any
original intervening assignment of Mortgage has not yet been returned on or
prior to the 45th day following the Closing Date from the applicable recording
office or has been lost, a true and correct copy thereof, together with (i) in
the case of a delay caused by the public recording office, an Officer's
Certificate of Seller stating that such original intervening assignment of
Mortgage has been sent to the appropriate public recording official for
recordation or (ii) in the case of an original intervening Assignment of
Mortgage that has been lost after recordation, a certification by the
appropriate county recording office where such assignment is recorded that such
copy is a true and complete copy of the original recorded intervening Assignment
of Mortgage;

     2.2.6 If the related Assignment of Leases is separate from the Mortgage,
the original of such Assignment of Leases with evidence of recording thereon or,
if such Assignment of Leases has not been returned on or prior to the 45th day
following the Closing Date from the applicable public recording office, a copy
of such Assignment of Leases certified by Seller to be a true and complete copy
of the original Assignment of Leases submitted for recording, together with (i)
an original of each assignment of such Assignment of Leases with evidence of
recording thereon and showing a complete recorded chain of assignment from the
named assignee to the holder of record, and if any such assignment of such
Assignment of Leases has not been returned from the applicable public recording
office, a copy of such assignment certified by Seller to be a true and complete
copy of the original assignment submitted for recording, and (ii) an original
assignment of such Assignment of Leases, in recordable form, signed by the
holder of record in favor of "LaSalle Bank National Association, as Trustee for
Morgan Stanley Capital I Inc., Commercial


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Mortgage Pass-Through Certificates, Series 2007-TOP25," which assignment may be
effected in the related Assignment of Mortgage, provided, if the related
Mortgage has been recorded in the name of MERS or its designee, no assignment of
Assignment of Leases in favor of the Trustee will be required to be recorded or
delivered and instead, Seller shall take all actions as are necessary to cause
the Trustee to be shown as the owner of the related Mortgage on the record of
MERS for purposes of the system of recording transfers of beneficial ownership
of mortgages maintained by MERS and shall deliver to the Master Servicer and the
Special Servicer evidence confirming that the Trustee is shown as the owner on
the record of MERS;

     2.2.7 The original of each guaranty, if any, constituting additional
security for the repayment of such Mortgage Loan;

     2.2.8 The original Title Insurance Policy, or in the event such original
Title Insurance Policy has not been issued, an original binder or actual title
commitment or a copy thereof certified by the title company with the original
Title Insurance Policy to follow within 180 days of the Closing Date or a
preliminary title report binding on the title company with an original Title
Insurance Policy to follow within 180 days of the Closing Date;

     2.2.9 (A) UCC financing statements (together with all assignments thereof)
and (B) UCC-2 or UCC-3 financing statements to the Trustee executed and
delivered in connection with the Mortgage Loan, provided, if the related
Mortgage has been recorded in the name of MERS or its designee, no such
financing statements will be required to be recorded or delivered and instead,
Seller shall take all actions as are necessary to cause the Trustee to be shown
as the owner of the related Mortgage on the record of MERS for purposes of the
system of recording transfers of beneficial ownership of mortgages maintained by
MERS and shall deliver to the Master Servicer and the Special Servicer evidence
confirming that the Trustee is shown as the owner on the record of MERS;

     2.2.10 Copies of the related ground lease(s), if any, to any Mortgage Loan
where the Mortgagor is the lessee under such ground lease and there is a lien in
favor of the mortgagee in such lease;

     2.2.11 Copies of any loan agreements, lock-box agreements and intercreditor
agreements (including, without limitation, any Intercreditor Agreement, and a
copy (that is, not the original) of the mortgage note evidencing the related B
Note), if any, related to any Mortgage Loan;

     2.2.12 Either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan, which shall be
assigned and delivered to the Trustee on behalf of the Trust with a copy to be
held by the Primary Servicer (or the Master Servicer), and applied, drawn,
reduced or released in accordance with documents evidencing or securing the
applicable Mortgage Loan, the Pooling and Servicing Agreement and the Primary
Servicing Agreement or (B) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan, which shall be held
by the Primary Servicer (or the Master Servicer) on behalf of the Trustee, with
a copy to be held by the Trustee, and applied, drawn, reduced or released in
accordance with documents evidencing or securing the applicable Mortgage Loan,
the Pooling and Servicing Agreement and the Primary Servicing Agreement (it
being understood that Seller has agreed (a) that the proceeds of such letter of
credit belong to the Trust, (b) to


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notify, on or before the Closing Date, the bank issuing the letter of credit
that the letter of credit and the proceeds thereof belong to the Trust, and to
use reasonable efforts to obtain within 30 days (but in any event to obtain
within 90 days) following the Closing Date, an acknowledgement thereof by the
bank (with a copy of such acknowledgement to be sent to the Trustee) or a
reissued letter of credit and (c) to indemnify the Trust for any liabilities,
charges, costs, fees or other expenses accruing from the failure of Seller to
assign all rights to the letter of credit hereunder including the right and
power to draw on the letter of credit). In the case of clause (B) above, any
letter of credit held by the Primary Servicer (or Master Servicer) shall be held
in its capacity as agent of the Trust, and if the Primary Servicer (or Master
Servicer) sells its rights to service the applicable Mortgage Loan, the Primary
Servicer (or Master Servicer) has agreed to assign the applicable letter of
credit to the Trust or at the direction of the Special Servicer to such party as
the Special Servicer may instruct, in each case, at the expense of the Primary
Servicer (or Master Servicer). The Primary Servicer (or Master Servicer) has
agreed to indemnify the Trust for any loss caused by the ineffectiveness of such
assignment;

     2.2.13 The original or a copy of the environmental indemnity agreement, if
any, related to any Mortgage Loan;

     2.2.14 Third-party management agreements for all hotels and for such other
Mortgaged Properties securing Mortgage Loans with a Cut-Off Date principal
balance equal to or greater than $20,000,000;

     2.2.15 Any Environmental Insurance Policy; and

     2.2.16 Any affidavit and indemnification agreement.

The original of each letter of credit referred to in clause 2.2.12 above shall
be delivered to the Primary Servicer, the Master Servicer or the Trustee (as the
case may be) within 45 days of the Closing Date. In addition, a copy of any
ground lease shall be delivered to the Primary Servicer within 30 days of the
Closing Date. Any failure to deliver any ground lease shall constitute a
document defect.

"Officer's Certificate" shall mean a certificate signed by one or more of the
Chairman of the Board, any Vice Chairman, the President, any Senior Vice
President, any Vice President, any Assistant Vice President, any Treasurer or
any Assistant Treasurer.

2.3 The Assignments of Mortgage and assignment of Assignment of Leases referred
to in Sections 2.2.4 and 2.2.6 hereof may be in the form of a single instrument
assigning the Mortgage and the Assignment of Leases to the extent permitted by
applicable law. To avoid the unnecessary expense and administrative
inconvenience associated with the execution and recording or filing of multiple
assignments of mortgages, assignments of leases (to the extent separate from the
mortgages) and assignments of UCC financing statements, Seller shall execute, in
accordance with Section 2.6 hereof, the assignments of mortgages, the
assignments of leases (to the extent separate from the mortgages) and the
assignments of UCC financing statements relating to the Mortgage Loans naming
the Trustee on behalf of the Certificateholders as assignee. Notwithstanding the
fact that such assignments of mortgages, assignments of leases (to the extent
separate from the assignments of mortgages) and assignments of UCC financing


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statements shall name the Trustee on behalf of the Certificateholders as the
assignee, the parties hereto acknowledge and agree that the Mortgage Loans shall
for all purposes be deemed to have been transferred from Seller to Purchaser and
from Purchaser to the Trustee on behalf of the Certificateholders.

2.4 If Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan,
any of the documents and/or instruments referred to in Sections 2.2.2, 2.2.3,
2.2.5 or 2.2.6 hereof, with evidence of recording thereon, solely because of a
delay caused by the public recording office where such document or instrument
has been delivered for recordation within such 45 day period, but Seller
delivers a photocopy thereof (certified by the appropriate county recorder's
office to be a true and complete copy of the original thereof submitted for
recording), to the Trustee within such 45 day period, Seller shall then deliver
within 90 days after the Closing Date the recorded document (or within such
longer period after the Closing Date as the Trustee may consent to, which
consent shall not be unreasonably withheld so long as Seller is, as certified in
writing to the Trustee no less often than monthly, in good faith attempting to
obtain from the appropriate county recorder's office such original or
photocopy).

2.5 The Trustee, as assignee or transferee of Purchaser, shall be entitled to
all scheduled payments of principal due on the Mortgage Loans after the Cut-Off
Date, all other payments of principal collected after the Cut-Off Date (other
than scheduled payments of principal due on or before the Cut-Off Date), and all
payments of interest on the Mortgage Loans allocable to the period commencing on
the Cut-Off Date. All scheduled payments of principal and interest due on or
before the Cut-Off Date and collected after the Cut-Off Date shall belong to
Seller.

2.6 Within 45 days following the Closing Date, Seller shall deliver and
Purchaser, the Trustee or the agents of either may submit or cause to be
submitted for recordation at the expense of Seller, in the appropriate public
office for real property records, each assignment referred to in clauses 2.2.4
and 2.2.6(ii) above. Within 90 days following the Closing Date, Seller shall
deliver and Purchaser, the Trustee or the agents of either may submit or cause
to be submitted for filing, at the expense of Seller, in the appropriate public
office for Uniform Commercial Code financing statements, the assignment referred
to in Section 2.2.1 hereof. If any such document or instrument is lost or
returned unrecorded or unfiled, as the case may be, because of a defect therein,
Seller shall prepare a substitute therefor or cure such defect, and Seller
shall, at its own expense (except in the case of a document or instrument that
is lost by the Trustee), record or file, as the case may be, and deliver such
document or instrument in accordance with this Section 2.

2.7 Documents that are in the possession of Seller, its agents or its
subcontractors that relate to the Mortgage Loans and that are not required to be
delivered to the Trustee shall be shipped by Seller to or at the direction of
the Master Servicer, on behalf of Purchaser, on or prior to the 75th day after
the Closing Date, in accordance with Section 3.1 of the Primary Servicing
Agreement, if applicable.

2.8 The documents required to be delivered to the Master Servicer (or in the
alternative, the Primary Servicer) shall include, to the extent required to be
(and actually) delivered to Seller pursuant to the applicable Mortgage Loan
documents, copies of the following items: the Mortgage Note, any Mortgage, the
Assignment of Leases and the Assignment of Mortgage, any


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guaranty/indemnity agreement, any loan agreement, the insurance policies or
certificates, as applicable, the property inspection reports, any financial
statements on the property, any escrow analysis, the tax bills, the Appraisal,
the environmental report, the engineering report, the asset summary, financial
information on the Borrower/sponsor and any guarantors, any letters of credit,
any intercreditor agreement and any Environmental Insurance Policies. Delivery
of any of the foregoing documents to the Primary Servicer shall be deemed a
delivery to the Master Servicer and satisfy Seller's obligations under this
subparagraph.

2.9 Upon the sale of the Mortgage Loans by Seller to Purchaser pursuant to this
Agreement, the ownership of each Mortgage Note, Mortgage and the other contents
of the related Mortgage File shall be vested in Purchaser and its assigns, and
the ownership of all records and documents with respect to the related Mortgage
Loan prepared by or that come into the possession of Seller shall immediately
vest in Purchaser and its assigns, and shall be delivered promptly by Seller to
or on behalf of either the Trustee or the Master Servicer as set forth herein,
subject to the requirements of the Primary Servicing Agreement. Seller's and
Purchaser's records shall reflect the transfer of each Mortgage Loan from Seller
to Purchaser and its assigns as a sale.

2.10 It is the express intent of the parties hereto that the conveyance of the
Mortgage Loans and related property to Purchaser by Seller as provided in this
Section 2 be, and be construed as, an absolute sale of the Mortgage Loans and
related property. It is, further, not the intention of the parties that such
conveyance be deemed a pledge of the Mortgage Loans and related property by
Seller to Purchaser to secure a debt or other obligation of Seller. However, in
the event that, notwithstanding the intent of the parties, the Mortgage Loans or
any related property are held to be the property of Seller, or if for any other
reason this Agreement is held or deemed to create a security interest in the
Mortgage Loans or any related property, then:

     2.10.1 this Agreement shall be deemed to be a security agreement; and

     2.10.2 the conveyance provided for in this Section 2 shall be deemed to be
a grant by Seller to Purchaser of a security interest in all of Seller's right,
title, and interest, whether now owned or hereafter acquired, in and to:

          A. All accounts, general intangibles, chattel paper, instruments,
     documents, money, deposit accounts, certificates of deposit, goods, letters
     of credit, advices of credit and investment property consisting of, arising
     from or relating to any of the following property: the Mortgage Loans
     identified on the Mortgage Loan Schedule, including the related Mortgage
     Notes, Mortgages, security agreements, and title, hazard and other
     insurance policies, all distributions with respect thereto payable after
     the Cut-Off Date, all substitute or replacement Mortgage Loans and all
     distributions with respect thereto, and the Mortgage Files;

          B. All accounts, general intangibles, chattel paper, instruments,
     documents, money, deposit accounts, certificates of deposit, goods, letters
     of credit, advices of credit, investment property and other rights arising
     from or by virtue of the disposition of, or collections with respect to, or
     insurance proceeds payable with respect to, or claims against other Persons
     with respect to, all or any part of the collateral described in clause


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     (A) above (including any accrued discount realized on liquidation of any
     investment purchased at a discount); and

          C. All cash and non-cash proceeds of the collateral described in
     clauses (A) and (B) above.

2.11 The possession by Purchaser or its designee of the Mortgage Notes, the
Mortgages, and such other goods, letters of credit, advices of credit,
instruments, money, documents, chattel paper or certificated securities shall be
deemed to be possession by the secured party or possession by a purchaser for
purposes of perfecting the security interest pursuant to the Uniform Commercial
Code (including, without limitation, Section 9-313 thereof) as in force in the
relevant jurisdiction. Notwithstanding the foregoing, Seller makes no
representation or warranty as to the perfection of any such security interest.

2.12 Notifications to Persons holding such property, and acknowledgments,
receipts, or confirmations from persons holding such property, shall be deemed
to be notifications to, or acknowledgments, receipts or confirmations from,
securities intermediaries, bailees or agents of, or Persons holding for,
Purchaser or its designee, as applicable, for the purpose of perfecting such
security interest under applicable law.

2.13 Seller shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the property described above, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of this Agreement. In such case, Seller shall file all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect such security
interest in such property. In connection herewith, Purchaser shall have all of
the rights and remedies of a secured party and creditor under the Uniform
Commercial Code as in force in the relevant jurisdiction.

2.14 Notwithstanding anything to the contrary contained herein, and subject to
Section 2.1 hereof, Purchaser shall not be required to purchase any Mortgage
Loan as to which any Mortgage Note (endorsed as described in clause 2.2.1)
required to be delivered to or on behalf of the Trustee or the Master Servicer
pursuant to this Section 2 on or before the Closing Date is not so delivered, or
is not properly executed or is defective on its face, and Purchaser's acceptance
of the related Mortgage Loan on the Closing Date shall in no way constitute a
waiver of such omission or defect or of Purchaser's or its successors' and
assigns' rights in respect thereof pursuant to Section 5 hereof.

3. EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW.

3.1 Seller shall (i) deliver to Purchaser on or before the Closing Date a
diskette acceptable to Purchaser that contains such information about the
Mortgage Loans as may be reasonably requested by Purchaser, (ii) deliver to
Purchaser investor files (collectively the "Collateral Information") with
respect to the assets proposed to be included in the Mortgage Pool and made
available at Purchaser's headquarters in New York, and (iii) otherwise cooperate
fully with


                                       10



Purchaser in its examination of the credit files, underwriting documentation and
Mortgage Files for the Mortgage Loans and its due diligence review of the
Mortgage Loans. The fact that Purchaser has conducted or has failed to conduct
any partial or complete examination of the credit files, underwriting
documentation or Mortgage Files for the Mortgage Loans shall not affect the
right of Purchaser or the Trustee to cause Seller to cure any Material Document
Defect or Material Breach (each as defined below), or to repurchase or replace
the defective Mortgage Loans pursuant to Section 5 hereof.

3.2 On or prior to the Closing Date, Seller shall allow representatives of any
of Purchaser, each Underwriter, each Initial Purchaser, the Trustee, the Special
Servicer and each Rating Agency to examine and audit all books, records and
files pertaining to the Mortgage Loans, Seller's underwriting procedures and
Seller's ability to perform or observe all of the terms, covenants and
conditions of this Agreement. Such examinations and audits shall take place at
one or more offices of Seller during normal business hours and shall not be
conducted in a manner that is disruptive to Seller's normal business operations
upon reasonable prior advance notice. In the course of such examinations and
audits, Seller will make available to such representatives of any of Purchaser,
each Underwriter, each Initial Purchaser, the Trustee, the Special Servicer and
each Rating Agency reasonably adequate facilities, as well as the assistance of
a sufficient number of knowledgeable and responsible individuals who are
familiar with the Mortgage Loans and the terms of this Agreement, and Seller
shall cooperate fully with any such examination and audit in all material
respects. On or prior to the Closing Date, Seller shall provide Purchaser with
all material information regarding Seller's financial condition and access to
knowledgeable financial or accounting officers for the purpose of answering
questions with respect to Seller's financial condition, financial statements as
provided to Purchaser or other developments affecting Seller's ability to
consummate the transactions contemplated hereby or otherwise affecting Seller in
any material respect. Within 45 days after the Closing Date, Seller shall
provide the Master Servicer or Primary Servicer, if applicable, with any
additional information identified by the Master Servicer or Primary Servicer, if
applicable, as necessary to complete the CMSA Property File, to the extent that
such information is available.

3.3 Purchaser may exercise any of its rights hereunder through one or more
designees or agents, provided Purchaser has provided Seller with prior notice of
the identity of such designee or agent.

3.4 Purchaser shall keep confidential any information regarding Seller and the
Mortgage Loans that has been delivered into Purchaser's possession and that is
not otherwise publicly available; provided, however, that such information shall
not be kept confidential (and the right to require confidentiality under any
confidentiality agreement is hereby waived) to the extent such information is
required to be included in the Free Writing Prospectus, the Memorandum or the
Prospectus Supplement or Purchaser is required by law or court order to disclose
such information. If Purchaser is required to disclose in the Free Writing
Prospectus, the Memorandum or the Prospectus Supplement confidential information
regarding Seller as described in the preceding sentence, Purchaser shall provide
to Seller a copy of the proposed form of such disclosure prior to making such
disclosure and Seller shall promptly, and in any event within two Business Days,
notify Purchaser of any inaccuracies therein, in which case Purchaser shall
modify such form in a manner that corrects such inaccuracies. If Purchaser is
required by law or court order to disclose confidential information regarding
Seller as described


                                       11



in the second preceding sentence, Purchaser shall notify Seller and cooperate in
Seller's efforts to obtain a protective order or other reasonable assurance that
confidential treatment will be accorded such information and, if in the absence
of a protective order or such assurance, Purchaser is compelled as a matter of
law to disclose such information, Purchaser shall, prior to making such
disclosure, advise and consult with Seller and its counsel as to such disclosure
and the nature and wording of such disclosure and Purchaser shall use reasonable
efforts to obtain confidential treatment therefor. Notwithstanding the
foregoing, if reasonably advised by counsel that Purchaser is required by a
regulatory agency or court order to make such disclosure immediately, then
Purchaser shall be permitted to make such disclosure without prior review by
Seller.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AND PURCHASER.

4.1 To induce Purchaser to enter into this Agreement, Seller hereby makes for
the benefit of Purchaser and its assigns with respect to each Mortgage Loan as
of the date hereof (or as of such other date specifically set forth in the
particular representation and warranty) each of the representations and
warranties set forth on Exhibit 2 hereto, except as otherwise set forth on
Schedule A attached hereto, and hereby further represents, warrants and
covenants to Purchaser as of the date hereof that:

     4.1.1 Seller is duly organized and is validly existing as a national
banking association in good standing under the laws of the United States. Seller
has the requisite power and authority and legal right to own the Mortgage Loans
and to transfer and convey the Mortgage Loans to Purchaser and has the requisite
power and authority to execute and deliver, engage in the transactions
contemplated by, and perform and observe the terms and conditions of, this
Agreement.

     4.1.2 This Agreement has been duly and validly authorized, executed and
delivered by Seller, and assuming the due authorization, execution and delivery
hereof by Purchaser, this Agreement constitutes the valid, legal and binding
agreement of Seller, enforceable in accordance with its terms, except as such
enforcement may be limited by (A) laws relating to bankruptcy, insolvency,
reorganization, receivership or moratorium, (B) other laws relating to or
affecting the rights of creditors generally, (C) general equity principles
(regardless of whether such enforcement is considered in a proceeding in equity
or at law) or (D) public policy considerations underlying the securities laws,
to the extent that such public policy considerations limit the enforceability of
the provisions of this Agreement that purport to provide indemnification from
liabilities under applicable securities laws.

     4.1.3 No consent, approval, authorization or order of, registration or
filing with, or notice to, any governmental authority or court is required,
under federal or state law, for the execution, delivery and performance of or
compliance by Seller with this Agreement, or the consummation by Seller of any
transaction contemplated hereby, other than (A) such qualifications as may be
required under state securities or blue sky laws, (B) the filing or recording of
financing statements, instruments of assignment and other similar documents
necessary in connection with Seller's sale of the Mortgage Loans to Purchaser,
(C) such


                                       12



consents, approvals, authorizations, qualifications, registrations, filings or
notices as have been obtained and (D) where the lack of such consent, approval,
authorization, qualification, registration, filing or notice would not have a
material adverse effect on the performance by Seller under this Agreement.

     4.1.4 Neither the transfer of the Mortgage Loans to Purchaser, nor the
execution, delivery or performance of this Agreement by Seller, conflicts or
will conflict with, results or will result in a breach of, or constitutes or
will constitute a default under (A) any term or provision of Seller's articles
of organization or by-laws, (B) any term or provision of any material agreement,
contract, instrument or indenture to which Seller is a party or by which it or
any of its assets is bound or results in the creation or imposition of any lien,
charge or encumbrance upon any of its property pursuant to the terms of any such
indenture, mortgage, contract or other instrument, other than pursuant to this
Agreement, or (C) after giving effect to the consents or taking of the actions
contemplated in Section 4.1.3 hereof, any law, rule, regulation, order,
judgment, writ, injunction or decree of any court or governmental authority
having jurisdiction over Seller or its assets, except where in any of the
instances contemplated by clauses (B) or (C) above, any conflict, breach or
default, or creation or imposition of any lien, charge or encumbrance, will not
have a material adverse effect on the consummation of the transactions
contemplated hereby by Seller or its ability to perform its obligations and
duties hereunder or result in any material adverse change in the business,
operations, financial condition, properties or assets of Seller, or in any
material impairment of the right or ability of Seller to carry on its business
substantially as now conducted.

     4.1.5 There are no actions or proceedings against, or investigations of,
Seller pending or, to Seller's knowledge, threatened in writing against Seller
before any court, administrative agency or other tribunal, the outcome of which
could reasonably be expected to materially and adversely affect the transfer of
the Mortgage Loans to Purchaser or the execution or delivery by, or
enforceability against, Seller of this Agreement or have an effect on the
financial condition of Seller that would materially and adversely affect the
ability of Seller to perform its obligations under this Agreement.

     4.1.6 On the Closing Date, the sale of the Mortgage Loans pursuant to this
Agreement will effect a transfer by Seller of all of its right, title and
interest in and to the Mortgage Loans to Purchaser.

     4.1.7 To Seller's knowledge, Seller's Information (as defined in that
certain indemnification agreement, dated January 19, 2007, between Seller,
Purchaser, the Underwriters and the Initial Purchasers (the "Indemnification
Agreement")) does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading. Notwithstanding
anything contained herein to the contrary, this subparagraph 4.1.7 shall run
exclusively to the benefit of Purchaser and no other party.

     4.1.8 The Seller has complied with the disclosure requirements of
Regulation AB that arise from its role as "originator" and "sponsor" in
connection with the issuance of the Public Certificates.


                                       13



     4.1.9 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
Serviced Companion Mortgage 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 set
forth next to the Seller's name on Schedule XV and Schedule XVI of the Pooling
and Servicing Agreement within the time periods and in accordance with the
provisions set forth in the Pooling and Servicing Agreement.

To induce Purchaser to enter into this Agreement, Seller hereby covenants that
the foregoing representations and warranties and those set forth on Exhibit 2
hereto, subject to the exceptions set forth in Schedule A to Exhibit 2, will be
true and correct in all material respects on and as of the Closing Date with the
same effect as if made on the Closing Date.

Each of the representations, warranties and covenants made by Seller pursuant to
this Section 4.1 shall survive the sale of the Mortgage Loans and shall continue
in full force and effect notwithstanding any restrictive or qualified
endorsement on the Mortgage Notes.

4.2 To induce Seller to enter into this Agreement, Purchaser hereby represents
and warrants to Seller as of the date hereof:

     4.2.1 Purchaser is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Delaware with full power and
authority to carry on its business as presently conducted by it.

     4.2.2 Purchaser has full power and authority to acquire the Mortgage Loans,
to execute and deliver this Agreement and to enter into and consummate all
transactions contemplated by this Agreement. Purchaser has duly and validly
authorized the execution, delivery and performance of this Agreement and has
duly and validly executed and delivered this Agreement. This Agreement, assuming
due authorization, execution and delivery by Seller, constitutes the valid and
binding obligation of Purchaser, enforceable against it in accordance with its
terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and 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.

     4.2.3 No consent, approval, authorization or order of, registration or
filing with, or notice to, any governmental authority or court is required,
under federal or state law, for the execution, delivery and performance of or
compliance by Purchaser with this Agreement, or the consummation by Purchaser of
any transaction contemplated hereby that has not been obtained or made by
Purchaser.

     4.2.4 Neither the purchase of the Mortgage Loans nor the execution,
delivery and performance of this Agreement by Purchaser will violate Purchaser's
certificate of incorporation or by-laws or constitute a default (or an event
that, with notice or lapse of time or both, would constitute a default) under,
or result in a breach of, any material agreement, contract, instrument or
indenture to which Purchaser is a party or that may be applicable to Purchaser
or its assets.


                                       14



     4.2.5 Purchaser's execution and delivery of this Agreement and its
performance and compliance with the terms of this Agreement will not constitute
a violation of any law, rule, writ, injunction, order or decree of any court, or
order or regulation of any federal, state or municipal government agency having
jurisdiction over Purchaser or its assets, which violation could materially and
adversely affect the condition (financial or otherwise) or the operation of
Purchaser or its assets or could materially and adversely affect its ability to
perform its obligations and duties hereunder.

     4.2.6 There are no actions or proceedings against, or investigations of,
Purchaser pending or, to Purchaser's knowledge, threatened against Purchaser
before any court, administrative agency or other tribunal, the outcome of which
could reasonably be expected to adversely affect the transfer of the Mortgage
Loans, the issuance of the Certificates, the execution, delivery or
enforceability of this Agreement or have an effect on the financial condition of
Purchaser that would materially and adversely affect the ability of Purchaser to
perform its obligation under this Agreement.

     4.2.7 Purchaser has not dealt with any broker, investment banker, agent or
other person, other than Seller, the Underwriters, the Initial Purchasers and
their respective affiliates, that may be entitled to any commission or
compensation in connection with the sale of the Mortgage Loans or consummation
of any of the transactions contemplated hereby.

To induce Seller to enter into this Agreement, Purchaser hereby covenants that
the foregoing representations and warranties will be true and correct in all
material respects on and as of the Closing Date with the same effect as if made
on the Closing Date.

Each of the representations and warranties made by Purchaser pursuant to this
Section 4.2 shall survive the purchase of the Mortgage Loans.

5. REMEDIES UPON BREACH OF REPRESENTATIONS AND WARRANTIES MADE BY SELLER.

5.1 It is hereby acknowledged that Seller shall make for the benefit of the
Trustee on behalf of the holders of the Certificates, whether directly or by way
of Purchaser's assignment of its rights hereunder to the Trustee, the
representations and warranties set forth on Exhibit 2 hereto (each as of the
date hereof unless otherwise specified).

5.2 It is hereby further acknowledged that if any document required to be
delivered to the Trustee pursuant to Section 2 hereof is not delivered as and
when required, not properly executed or is defective on its face, or if there is
a breach of any of the representations and warranties required to be made by
Seller regarding the characteristics of the Mortgage Loans and/or the related
Mortgaged Properties as set forth in Exhibit 2 hereto, and in either case the
party discovering such breach or defect determines that either (i) the defect or
breach materially and adversely affects the interests of the holders of the
Certificates in the related Mortgage Loan or (ii) both (A) the defect or breach
materially and adversely affects the value of the Mortgage Loan and (B) the
Mortgage Loan is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage
Loan (any such defect described in the preceding clause (i) or (ii), a "Material
Document Defect"


                                       15



and any such breach described in the preceding clause (i) or (ii), a "Material
Breach"), the party determining that such Material Document Defect or Material
Breach exists shall promptly notify, in writing, the other parties; provided
that any breach of the representation and warranty contained in paragraph (41)
of such Exhibit 2 shall constitute a Material Breach only if such prepayment
premium or yield maintenance charge is not deemed "customary" for commercial
mortgage loans as evidenced by (i) an opinion of tax counsel to such effect or
(ii) a determination by the Internal Revenue Service that such provision is not
customary. Promptly (but in any event within three Business Days) upon
determining (or becoming aware of another party's determination) that any such
Material Document Defect or Material Breach exists (which determination shall,
absent evidence to the contrary, be presumed to be no earlier than three
Business Days prior to delivery of the notice to Seller referred to below), the
Master Servicer shall, and the Special Servicer may, request that Seller, not
later than 90 days from Seller's receipt of the notice of such Material Document
Defect or Material Breach, cure such Material Document Defect or Material
Breach, as the case may be, in all material respects; provided, however, that if
such Material Document Defect or Material Breach, as the case may be, cannot be
corrected or cured in all material respects within such 90 day period, and such
Material Document Defect or Material Breach would not cause the Mortgage Loan to
be other than a "qualified mortgage"(as defined in the Code) but Seller is
diligently attempting to effect such correction or cure, as certified by Seller
in an Officer's Certificate delivered to the Trustee, then the cure period will
be extended for an additional 90 days unless, solely in the case of a Material
Document Defect, (x) the Mortgage Loan is then a Specially Serviced Mortgage
Loan and a Servicing Transfer Event has occurred as a result of a monetary
default or as described in clause (ii) or clause (v) of the definition of
"Servicing Transfer Event" in the Pooling and Servicing Agreement and (y) the
Material Document Defect was identified in a certification delivered to Seller
by the Trustee pursuant to Section 2.2 of the Pooling and Servicing Agreement
not less than 90 days prior to the delivery of the notice of such Material
Document Defect. The parties acknowledge that neither delivery of a
certification or schedule of exceptions to Seller pursuant to Section 2.2 of the
Pooling and Servicing Agreement or otherwise nor possession of such
certification or schedule by Seller shall, in and of itself, constitute delivery
of notice of any Material Document Defect or knowledge or awareness by Seller,
the Master Servicer or the Special Servicer of any Material Document Defect
listed therein.

5.3 Seller hereby covenants and agrees that, if any such Material Document
Defect or Material Breach cannot be corrected or cured or Seller otherwise fails
to correct or cure within the above cure periods, Seller shall, on or before the
termination of such cure periods, either (i) repurchase the affected Mortgage
Loan or REO Mortgage Loan (or interest therein) from Purchaser or its assignee
at the Purchase Price as defined in the Pooling and Servicing Agreement, or (ii)
if within the three-month period commencing on the Closing Date (or within the
two-year period commencing on the Closing Date if the related Mortgage Loan is a
"defective obligation" within the meaning of Section 860G(a)(4)(B)(ii) of the
Code and Treasury Regulation Section 1.860G-2(f)), at its option replace,
without recourse, any Mortgage Loan or REO Mortgage Loan to which such defect
relates with a Qualifying Substitute Mortgage Loan. If such Material Document
Defect or Material Breach would cause the Mortgage Loan to be other than a
"qualified mortgage" (as defined in the Code), then notwithstanding the previous
sentence or the previous paragraph, repurchase must occur within 85 days from
the date Seller


                                       16



was notified of the defect. Seller agrees that any substitution shall be
completed in accordance with the terms and conditions of the Pooling and
Servicing Agreement.

5.4 If (x) a Mortgage Loan is to be repurchased or replaced as contemplated
above (a "Defective Mortgage Loan"), (y) such Defective Mortgage Loan is
cross-collateralized and cross-defaulted with one or more other Mortgage Loans
("Crossed Mortgage Loans") and (z) the applicable document defect or breach does
not constitute a Material Document Defect or Material Breach, as the case may
be, as to such Crossed Mortgage Loans (without regard to this paragraph), then
the applicable document defect or breach (as the case may be) shall be deemed to
constitute a Material Document Defect or Material Breach, as the case may be, as
to each such Crossed Mortgage Loan for purposes of the above provisions, and
Seller shall be obligated to repurchase or replace each such Crossed Mortgage
Loan in accordance with the provisions above, unless, in the case of such breach
or document defect, (A) Seller provides a Nondisqualification Opinion to the
Trustee at the expense of Seller if, in the reasonable business judgment of the
Trustee, it would be usual and customary in accordance with industry practice to
obtain a Nondisqualification Opinion and (B) both of the following conditions
would be satisfied if Seller were to repurchase or replace only those Mortgage
Loans as to which a Material Breach or Material Document Defect had occurred
without regard to this paragraph (the "Affected Loan(s)"): (i) the debt service
coverage ratio for all such Crossed Mortgage Loans (excluding the Affected
Loan(s)) for the four calendar quarters immediately preceding the repurchase or
replacement is not less than the lesser of (A) 0.10x below the debt service
coverage ratio for all such Crossed Mortgage Loans (including the Affected
Loans(s)) set forth in Appendix II to the Final Prospectus Supplement and (B)
the debt service coverage ratio for all such Crossed Mortgage Loans (including
the Affected Loan(s)) for the four preceding calendar quarters preceding the
repurchase or replacement, and (ii) the loan-to-value ratio for all such Crossed
Mortgage Loans (excluding the Affected Loan(s)) is not greater than the greater
of (A) the loan-to-value ratio, expressed as a whole number (taken to one
decimal place), for all such Crossed Mortgage Loans (including the Affected
Loan(s)) set forth in Appendix II to the Final Prospectus Supplement plus 10%
and (B) the loan-to-value ratio for all such Crossed Mortgage Loans (including
the Affected Loans(s)), at the time of repurchase or replacement. The
determination of the Master Servicer as to whether the conditions set forth
above have been satisfied shall be conclusive and binding in the absence of
manifest error. The Master Servicer will be entitled to cause to be delivered,
or direct Seller to (in which case Seller shall) cause to be delivered to the
Master Servicer, an Appraisal of any or all of the related Mortgaged Properties
for purposes of determining whether the condition set forth in clause (ii) above
has been satisfied, in each case at the expense of Seller if the scope and cost
of the Appraisal is approved by Seller (such approval not to be unreasonably
withheld).

5.5 With respect to any Defective Mortgage Loan, to the extent that Seller is
required to repurchase or substitute for such Defective Mortgage Loan (each, a
"Repurchased Loan") in the manner prescribed above while the Trustee (as
assignee of Purchaser) continues to hold any Crossed Mortgage Loan, Seller and
Purchaser hereby agree to forebear from enforcing any remedies against the
other's Primary Collateral but may exercise remedies against the Primary
Collateral securing their respective Mortgage Loans, including with respect to
the Trustee, the Primary Collateral securing the Mortgage Loans still held by
the Trustee, so long as such exercise does not impair the ability of the other
party to exercise its remedies against its Primary Collateral. If the exercise
of remedies by one party would impair the ability of the other party to


                                       17



exercise its remedies with respect to the Primary Collateral securing the
Mortgage Loan or Mortgage Loans held by such party, then both parties shall
forbear from exercising such remedies until the loan documents evidencing and
securing the relevant Mortgage Loans can be modified in a manner that complies
with the Pooling and Servicing Agreement to remove the threat of impairment as a
result of the exercise of remedies. Any reserve or other cash collateral or
letters of credit securing the Crossed Mortgage Loans shall be allocated between
such Mortgage Loans in accordance with the Mortgage Loan documents, or otherwise
on a pro rata basis based upon their outstanding Principal Balances. All other
terms of the Mortgage Loans shall remain in full force and effect, without any
modification thereof. The Mortgagors set forth on Schedule B hereto are intended
third-party beneficiaries of the provisions set forth in this paragraph and the
preceding paragraph. The provisions of this paragraph and the preceding
paragraph may not be modified with respect to any Mortgage Loan without the
related Mortgagor's consent.

5.6 Any of the following document defects shall be conclusively presumed
materially and adversely to affect the interests of Certificateholders in a
Mortgage Loan and be a Material Document Defect: (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 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 by the local authority with which
the Mortgage was recorded; or (c) the absence from the Mortgage File of the item
specified in paragraph 2.2.8. If any of the foregoing Material Document Defects
is discovered by the Custodian (or the Trustee if there is no Custodian), the
Trustee (or as set forth in Section 2.3(a) of the Pooling and Servicing
Agreement, the Master Servicer) will take the steps described elsewhere in this
Section, including the giving of notices to the Rating Agencies and the parties
hereto and making demand upon Seller for the cure of the Material Document
Defect or repurchase or replacement of the related Mortgage Loan.

5.7 If Seller disputes that a Material Document Defect or Material Breach exists
with respect to a Mortgage Loan or otherwise refuses (i) to effect a correction
or cure of such Material Document Defect or Material Breach, (ii) to repurchase
the affected Mortgage Loan from Purchaser or its assignee or (iii) to replace
such Mortgage Loan with a Qualifying Substitute Mortgage Loan, each in
accordance with this Agreement, then provided that (x) the period of time
provided for Seller to correct, repurchase or cure has expired and (y) the
Mortgage Loan is then in default and is then a Specially Serviced Mortgage Loan,
the Special Servicer may, subject to the Servicing Standard, modify, work-out or
foreclose, sell or otherwise liquidate (or permit the liquidation of) the
Mortgage Loan pursuant to Sections 9.5, 9.12, 9.15 and 9.36, as applicable, of
the Pooling and Servicing Agreement, while pursuing the repurchase claim. Seller
acknowledges and agrees that any modification of the Mortgage Loan pursuant to a
work-out shall not constitute a defense to any repurchase claim nor shall such
modification and work-out change the Purchase Price due from Seller for any
repurchase claim. In the event of any such modification and work-out, Seller
shall be obligated to repurchase the Mortgage Loan as modified and the Purchase
Price shall include any Work-Out Fee paid to the Special Servicer up to the date
of repurchase plus the present value (calculated at a discount rate equal to the
applicable Mortgage Rate) of the Work-Out Fee that would have been payable to
the Special Servicer in respect of such Mortgage Loan if the Mortgage Loan
performed in accordance with


                                       18



its terms to its Maturity Date, provided that no amount shall be paid by Seller
in respect of any Work-Out Fee if a Liquidation Fee already comprises a portion
of the Purchase Price.

5.8 Seller shall have the right to purchase certain of the Mortgage Loans or REO
Properties, as applicable, in accordance with Section 9.36 of the Pooling and
Servicing Agreement.

5.9 The fact that a Material Document Defect or Material Breach is not
discovered until after foreclosure (but in all instances prior to the sale of
the related REO Property or Mortgage Loan) shall not prejudice any claim against
Seller for repurchase of the REO Mortgage Loan or REO Property. In such an
event, the Master Servicer shall notify Seller of the discovery of the Material
Document Defect or Material Breach and Seller shall have 90 days to correct or
cure such Material Document Defect or Material Breach or purchase the REO
Property (or interest therein) at the Purchase Price. After a final liquidation
of the Mortgage Loan or REO Mortgage Loan, if a court of competent jurisdiction
issues a final order after the expiration of any applicable appeal period that
Seller is or was obligated to repurchase the related Mortgage Loan or REO
Mortgage Loan (or interest therein) (a "Final Judicial Determination") or Seller
otherwise accepts liability, then, but in no event later than the Termination of
the Trust pursuant to Section 9.30 of the Pooling and Servicing Agreement,
Seller will be obligated to pay to the Trust the difference between any
Liquidation Proceeds received upon such liquidation in accordance with the
Pooling and Servicing Agreement (including those arising from any sale to
Seller) and the Purchase Price.

5.10 Notwithstanding anything to the contrary contained herein, in connection
with any sale or other liquidation of a Mortgage Loan or REO Property as
described in this Section 5, the Special Servicer shall not receive a
Liquidation Fee from Seller (but may collect such Liquidation Fee from the
related Liquidation Proceeds as otherwise provided herein); provided, however,
that in the event Seller is obligated to repurchase the Mortgage Loan or REO
Mortgaged Property (or interest therein) after a final liquidation of such
Mortgage Loan or REO Property pursuant to the immediately preceding paragraph,
an amount equal to any Liquidation Fee (calculated on the basis of Liquidation
Proceeds) payable to the Special Servicer shall be included in the definition of
"Purchase Price" in respect of such Mortgage Loan or REO Mortgaged Property.
Except as expressly set forth above, no Liquidation Fee shall be payable in
connection with a repurchase of a Mortgage Loan by Seller.

5.11 The obligations of Seller set forth in this Section 5 to cure a Material
Document Defect or a Material Breach or repurchase or replace a defective
Mortgage Loan constitute the sole remedies of Purchaser or its assignees with
respect to a Material Document Defect or Material Breach in respect of an
outstanding Mortgage Loan; provided, that this limitation shall not in any way
limit Purchaser's rights or remedies upon breach of any other representation or
warranty or covenant by Seller set forth in this Agreement (other than those set
forth in Exhibit 2).

5.12 Notwithstanding the foregoing, in the event that there is a breach of the
representations and warranties set forth in paragraph 39 in Exhibit 2 hereto,
and as a result the payments, by a Mortgagor, of reasonable costs and expenses
associated with the defeasance or assumption of a Mortgage Loan are insufficient
causing the Trust to incur an Additional Trust Expense in an amount equal to
such reasonable costs and expenses not paid by such Mortgagor, Seller hereby
covenants and agrees to reimburse the Trust within 90 days of the receipt of
notice of such


                                       19



breach in an amount sufficient to avoid such Additional Trust Expense. The
parties hereto acknowledge that such reimbursement shall be Seller's sole
obligation with respect to the breach discussed in the previous sentence.

5.13 The Pooling and Servicing Agreement shall provide that the Trustee (or the
Master Servicer or the Special Servicer on its behalf) shall give written notice
promptly (but in any event within three Business Days) to Seller of its
determination that any Material Document Defect or Material Breach exists (which
determination shall, absent evidence to the contrary, be presumed to be no
earlier than three Business Days prior to delivery of the notice) and prompt
written notice to Seller in the event that any Mortgage Loan becomes a Specially
Serviced Mortgage Loan (as defined in the Pooling and Servicing Agreement).

5.14 If Seller repurchases any Mortgage Loan pursuant to this Section 5,
Purchaser or its assignee, following receipt by the Trustee of the Purchase
Price therefor, promptly shall deliver or cause to be delivered to Seller all
Mortgage Loan documents with respect to such Mortgage Loan, and each document
that constitutes a part of the Mortgage File that was endorsed or assigned to
the Trustee shall be endorsed and assigned to Seller in the same manner such
that Seller shall be vested with legal and beneficial title to such Mortgage
Loan, in each case without recourse, including any property acquired in respect
of such Mortgage Loan or proceeds of any insurance policies with respect
thereto.

6. CLOSING.

6.1 The closing of the sale of the Mortgage Loans shall be held at the offices
of Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022 at 9:00 a.m., New
York time, on the Closing Date. The closing shall be subject to each of the
following conditions:

     6.1.1 All of the representations and warranties of Seller and Purchaser
specified in Section 4 hereof (including, without limitation, the
representations and warranties set forth on Exhibit 2 hereto) shall be true and
correct as of the Closing Date (to the extent of the standard, if any, set forth
in each representation and warranty).

     6.1.2 All Closing Documents specified in Section 7 hereof, in such forms as
are agreed upon and reasonably acceptable to Seller or Purchaser, as applicable,
shall be duly executed and delivered by all signatories as required pursuant to
the respective terms thereof.

     6.1.3 Seller shall have delivered and released to Purchaser or its designee
all documents required to be delivered to Purchaser as of the Closing Date
pursuant to Section 2 hereof.

     6.1.4 The result of the examination and audit performed by Purchaser and
its affiliates pursuant to Section 3 hereof shall be satisfactory to Purchaser
and its affiliates in their sole determination and the parties shall have agreed
to the form and contents of Seller's Information to be disclosed in the Free
Writing Prospectus, the Memorandum and the Prospectus Supplement.

     6.1.5 All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with, and
Seller and Purchaser shall have


                                       20



the ability to comply with all terms and conditions and perform all duties and
obligations required to be complied with or performed after the Closing Date.

     6.1.6 Seller shall have paid all fees and expenses payable by it to
Purchaser pursuant to Section 8 hereof.

     6.1.7 The Certificates to be so rated shall have been assigned ratings by
each Rating Agency no lower than the ratings specified for each such Class in
the Memorandum and the Prospectus Supplement.

     6.1.8 No Underwriter shall have terminated the Underwriting Agreement and
none of the Initial Purchasers shall have terminated the Certificate Purchase
Agreement, and neither the Underwriters nor the Initial Purchasers shall have
suspended, delayed or otherwise cancelled the Closing Date.

     6.1.9 Seller shall have received the purchase price for the Mortgage Loans
pursuant to Section 1 hereof.

6.2 Each party agrees to use its best efforts to perform its respective
obligations hereunder in a manner that will enable Purchaser to purchase the
Mortgage Loans on the Closing Date.

7. CLOSING DOCUMENTS. The Closing Documents shall consist of the following:

7.1 This Agreement duly executed by Purchaser and Seller.

7.2 A certificate of Seller, executed by a duly authorized officer of Seller and
dated the Closing Date, and upon which Purchaser and its successors and assigns
may rely, to the effect that: (i) the representations and warranties of Seller
in this Agreement are true and correct in all material respects on and as of the
Closing Date with the same force and effect as if made on the Closing Date,
provided that any representations and warranties made as of a specified date
shall be true and correct as of such specified date; and (ii) Seller has
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied on or prior to the Closing Date.

7.3 True, complete and correct copies of Seller's articles of organization and
by-laws.

7.4 A certificate of existence for Seller from the Comptroller of the Currency
dated not earlier than 30 days prior to the Closing Date.

7.5 A certificate of the Secretary or Assistant Secretary of Seller, dated the
Closing Date, and upon which Purchaser may rely, to the effect that each
individual who, as an officer or representative of Seller, signed this Agreement
or any other document or certificate delivered on or before the Closing Date in
connection with the transactions contemplated herein, was at the respective
times of such signing and delivery, and is as of the Closing Date, duly elected
or appointed, qualified and acting as such officer or representative, and the
signatures of such persons appearing on such documents and certificates are
their genuine signatures.


                                       21



7.6 An opinion of counsel (which, other than as to the opinion described in
paragraph 7.6.6 below, may be in-house counsel) to Seller, dated the Closing
Date, substantially to the effect of the following (with such changes and
modifications as Purchaser may approve and subject to such counsel's reasonable
qualifications):

     7.6.1 Seller is validly existing under United States law and has full
corporate power and authority to enter into and perform its obligations under
this Agreement.

     7.6.2 This Agreement has been duly authorized, executed and delivered by
Seller.

     7.6.3 No consent, approval, authorization or order of any federal court or
governmental agency or body is required for the consummation by Seller of the
transactions contemplated by the terms of this Agreement except any approvals as
have been obtained.

     7.6.4 Neither the execution, delivery or performance of this Agreement by
Seller, nor the consummation by Seller of any of the transactions contemplated
by the terms of this Agreement (A) conflicts with or results in a breach or
violation of, or constitutes a default under, the organizational documents of
Seller, (B) to the knowledge of such counsel, constitutes a default under any
term or provision of any material agreement, contract, instrument or indenture,
to which Seller is a party or by which it or any of its assets is bound or
results in the creation or imposition of any lien, charge or encumbrance upon
any of its property pursuant to the terms of any such indenture, mortgage,
contract or other instrument, other than pursuant to this Agreement, or (C)
conflicts with or results in a breach or violation of any law, rule, regulation,
order, judgment, writ, injunction or decree of any court or governmental
authority having jurisdiction over Seller or its assets, except where in any of
the instances contemplated by clauses (B) or (C) above, any conflict, breach or
default, or creation or imposition of any lien, charge or encumbrance, will not
have a material adverse effect on the consummation of the transactions
contemplated hereby by Seller or materially and adversely affect its ability to
perform its obligations and duties hereunder or result in any material adverse
change in the business, operations, financial condition, properties or assets of
Seller, or in any material impairment of the right or ability of Seller to carry
on its business substantially as now conducted.

     7.6.5 To his or her knowledge, there are no legal or governmental actions,
investigations or proceedings pending to which Seller is a party, or threatened
against Seller, (a) asserting the invalidity of this Agreement or (b) which
materially and adversely affect the performance by Seller of its obligations
under, or the validity or enforceability of, this Agreement.

     7.6.6 This Agreement is a valid, legal and binding agreement of Seller,
enforceable against Seller in accordance with its terms, except as such
enforcement may be limited by (1) laws relating to bankruptcy, insolvency,
reorganization, receivership or moratorium, (2) other laws relating to or
affecting the rights of creditors generally, (3) general equity principles
(regardless of whether such enforcement is considered in a proceeding in equity
or at law) or (4) public policy considerations underlying the securities laws,
to the extent that such public policy considerations limit the enforceability of
the provisions of this Agreement that purport to provide indemnification from
liabilities under applicable securities laws.


                                       22



Such opinion may express its reliance as to factual matters on, among other
things specified in such opinion, the representations and warranties made by,
and on certificates or other documents furnished by officers of, the parties to
this Agreement.

In rendering the opinions expressed above, such counsel may limit such opinions
to matters governed by the federal laws of the United States and the corporate
laws of the State of Delaware and the State of New York, as applicable.

7.7 Such other opinions of counsel as any Rating Agency may request in
connection with the sale of the Mortgage Loans by Seller to Purchaser or
Seller's execution and delivery of, or performance under, this Agreement.

7.8 A "10b-5" opinion of counsel addressed to the Purchaser and the
Underwriters, in form reasonably acceptable to Purchaser and the Underwriters,
as to the disclosure provided by Seller to Purchaser in connection with the
Certificates.

7.9 An opinion of counsel addressed to Purchaser and the Underwriters, in form
reasonably acceptable to Purchaser and the Underwriters, that such disclosure
complies as to form with the applicable requirements of Regulation AB with
respect to Seller's role as Sponsor (as defined in Regulation AB) in connection
with the Certificates.

7.10 A letter from Deloitte & Touche, certified public accountants, dated the
date hereof, to the effect that they have performed certain specified procedures
as a result of which they determined that certain information of an accounting,
financial or statistical nature set forth in the Memorandum and the Prospectus
Supplement agrees with the records of Seller.

7.11 Such further certificates, opinions and documents as Purchaser may
reasonably request.

7.12 An officer's certificate of Purchaser, dated as of the Closing Date, with
the resolutions of Purchaser authorizing the transactions described herein
attached thereto, together with certified copies of the charter, by-laws and
certificate of good standing of Purchaser dated not earlier than 30 days prior
to the Closing Date.

7.13 Such other certificates of Purchaser's officers or others and such other
documents to evidence fulfillment of the conditions set forth in this Agreement
as Seller or its counsel may reasonably request.

7.14 An executed Bill of Sale in the form attached hereto as Exhibit 4.

8. COSTS. Seller shall pay Purchaser the costs and expenses as agreed upon by
Seller and Purchaser in a separate Letter of Understanding entered into in
connection with this Agreement and the issuance of the Certificates.

9. NOTICES. All communications provided for or permitted hereunder shall be in
writing and shall be deemed to have been duly given if (a) personally delivered,
(b) mailed by registered or certified mail, postage prepaid and received by the
addressee, (c) sent by express courier


                                       23



delivery service and received by the addressee, or (d) transmitted by telex or
facsimile transmission (or any other type of electronic transmission agreed upon
by the parties) and confirmed by a writing delivered by any of the means
described in (a), (b) or (c), if (i) to Purchaser, addressed to Morgan Stanley
Capital I Inc., 1585 Broadway, New York, New York 10036, Attention: Warren
Friend, with a copy to Anthony Sfarra (or such other address as may hereafter be
furnished in writing by Purchaser), or if (ii) to Seller, addressed to Seller at
Wells Fargo Bank, National Association, 225 West Wacker Drive, Suite 2550,
Chicago, Illinois 60606, Attention: Brigid Mattingly (with a copy to the
attention of Robert F. Darling, Esq., Wells Fargo Bank, National Association,
633 Folsom Street, 7th Floor, MAC A0149-075, San Francisco, California 94107)
(or such other address as may hereafter be furnished in writing by such entity).

10. SEVERABILITY OF PROVISIONS. Any part, provision, representation, warranty or
covenant of this Agreement that is prohibited or that is held to be void or
unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. Any part,
provision, representation, warranty or covenant of this Agreement that is
prohibited or unenforceable or is held to be void or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by applicable law, the parties
hereto waive any provision of law that prohibits or renders void or
unenforceable any provision hereof.

11. FURTHER ASSURANCES. Seller and Purchaser each agree to execute and deliver
such instruments and take such actions as the other may, from time to time,
reasonably request in order to effectuate the purpose and to carry out the terms
of this Agreement and the Pooling and Servicing Agreement.

12. SURVIVAL. Each party hereto agrees that the representations, warranties and
agreements made by it herein and in any certificate or other instrument
delivered pursuant hereto shall be deemed to be relied upon by the other party,
notwithstanding any investigation heretofore or hereafter made by the other
party or on its behalf, and that the representations, warranties and agreements
made by such other party herein or in any such certificate or other instrument
shall survive the delivery of and payment for the Mortgage Loans and shall
continue in full force and effect, notwithstanding any restrictive or qualified
endorsement on the Mortgage Notes and notwithstanding subsequent termination of
this Agreement.

13. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND
RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK. THE
PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


                                       24



14. BENEFITS OF MORTGAGE LOAN PURCHASE AGREEMENT. This Agreement shall inure to
the benefit of and shall be binding upon Seller, Purchaser and their respective
successors, legal representatives, and permitted assigns, and nothing expressed
or mentioned in this Agreement is intended or shall be construed to give any
other person any legal or equitable right, remedy or claim under or in respect
of this Agreement, or any provisions herein contained, this Agreement and all
conditions and provisions hereof being intended to be and being for the sole and
exclusive benefit of such persons and for the benefit of no other person except
that the rights and obligations of Purchaser pursuant to Sections 2, 4.1 (other
than clause 4.1.7), 5, 9, 10, 11, 12 and 13 hereof may be assigned to the
Trustee as may be required to effect the purposes of the Pooling and Servicing
Agreement and, upon such assignment, the Trustee shall succeed to the rights and
obligations hereunder of Purchaser. No owner of a Certificate issued pursuant to
the Pooling and Servicing Agreement shall be deemed a successor or permitted
assigns because of such ownership.

15. MISCELLANEOUS. This Agreement may be executed in two or more counterparts,
each of which when so executed and delivered shall be an original, but all of
which together shall constitute one and the same instrument. 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. The
headings in this Agreement are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof. The rights and obligations of
Seller under this Agreement shall not be assigned by Seller without the prior
written consent of Purchaser, except that any person into which Seller may be
merged or consolidated, or any corporation resulting from any merger, conversion
or consolidation to which Seller is a party, or any person succeeding to the
entire business of Seller shall be the successor to Seller hereunder.

16. ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof (other than the Letter of Understanding (solely with respect to those
portions of this Agreement that are not assigned to the Trustee), the
Indemnification Agreement and the Pooling and Servicing Agreement), and
supersedes all prior and contemporaneous agreements, understandings, inducements
and conditions, express or implied, oral or written, of any nature whatsoever
with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance or usage of the trade inconsistent with any
of the terms hereof.


                                       25



IN WITNESS WHEREOF, Purchaser and Seller have caused this Agreement to be
executed by their respective duly authorized officers as of the date first above
written.

                                        WELLS FARGO BANK,
                                        NATIONAL ASSOCIATION


                                        By: /s/ Brigid Mattingly
                                            ------------------------------------
                                            Name: Brigid Mattingly
                                            Title: Managing Director

                                        MORGAN STANLEY CAPITAL I INC.


                                        By: /s/ Anthony J Sfarra
                                            ------------------------------------
                                            Name: Anthony J Sfarra
                                            Title: Senior Vice President



                                    EXHIBIT 1
                             MORTGAGE LOAN SCHEDULE

o    Mortgage Loan Seller

o    Loan Number

o    Property Name

o    Street Address

o    City

o    State

o    Date of Maturity

o    Cut-off Date Balance

o    Note Date

o    Original Term to Maturity or ARD

o    Remaining Term

o    Original Amortization

o    Rate

o    ARD Loan (Yes/No)


                                       1-1



MSCI 2007 TOP25 MORTGAGE LOAN SCHEDULE
WFB SCHEDULE




LOAN   MORTGAGE
POOL     LOAN                                                                               DATE OF
 NO.    SELLER    PROPERTY NAME            STREET ADDRESS             CITY        STATE    MATURITY
----------------------------------------------------------------------------------------------------

   4      WFB     Village Square           9326-9440 West           Las Vegas       NV    01/01/2017
                                           Sahara Avenue
   9      WFB     Shops at Kildeer         20505 Rand Road           Kildeer        IL    12/01/2016
  12      WFB     Town Square              110 - 144               Schererville     IN    11/01/2016
                  Shopping Center -        Indianapolis Blvd
                  Schererville
  13      WFB     Brighton Court           6520-196th Street         Lynnwood       WA    12/01/2016
                                           SW
  18      WFB     Huron Estates            22000 Inkster Road        Romulus        MI    11/01/2016
  27      WFB     Staybridge - San         66 NE Loop 410          San Antonio      TX    01/01/2017
                  Antonio
  35      WFB     CalNational Bank         2566 Overland           Los Angeles      CA    01/01/2017
                  Building                 Avenue
  37      WFB     MidTown Crossing -       144-246 Shorter Ave         Rome         GA    09/01/2016
                  Rome, GA
  41      WFB     McKinstry Building       5005 Third Avenue S       Seattle        WA    09/01/2016
  42      WFB     Clarion Hotel Nags       1601 S. Virginia         Kill Devil      NC    11/01/2016
                  Head Beach               Dare Trail                 Hills
  43      WFB     Novi Meadows             26500 Napier Road           Novi         MI    11/01/2016
  44      WFB     Hampton Inn              500 Center Place         Rochester       NY    01/01/2017
                  Rochester                Drive
  45      WFB     Plaza Inn and            98 Central Ave.           Ashland        OR    01/01/2016
                  Suites at Ashland
                  Creek
  46      WFB     Security Public          110 East 25th            San Mateo       CA    12/01/2017
                  Storage - San Mateo      Avenue
  48      WFB     Drury Inn & Suites       2930 James Sanders        Paducah        KY    01/01/2016
                  - Paducah                Blvd.
  52      WFB     Howard Johnson           1801 Atlantic         Virginia Beach     VA    11/01/2016
                  Oceanfront South         Avenue
  53      WFB     The Fickling             577 Mulberry Street        Macon         GA    19/01/2016
                  Building


                                     ORIGINAL
LOAN        CUT-OFF                   TERM TO
POOL          DATE                   MATURITY   REMAINING    ORIG.           ARD LOAN
 NO.        BALANCE      NOTE DATE    OR ARD       TERM     AMORT.    RATE   (YES/NO)
-------------------------------------------------------------------------------------

   4      $59,680,000   12/11/2006      120        120        360    5.660%     No

   9      $33,145,000   11/21/2006      120        119        360    5.440%     No
  12      $22,700,000   10/10/2006      120        118        360    5.745%     No


  13      $21,000,000   11/28/2006      120        119        360    5.695%     No

  18      $16,963,469   10/04/2006      120        118        360    5.260%     No
  27      $11,600,000   12/08/2006      120        120        360    5.928%     No

  35      $ 9,975,000   12/04/2006      120        120        360    5.860%     No

  37      $ 9,595,289   08/07/2006      120        116        360    6.090%     No

  41      $ 8,953,662   08/14/2006      120        116        300    6.360%     No
  42      $ 8,875,962   10/11/2006      120        118        300    6.055%     No

  43      $ 8,830,740   10/12/2006      120        118        360    5.200%    Yes
  44      $ 8,489,151   11/08/2006      120        119        300    6.000%     No

  45      $ 8,250,000   12/11/2006      120        120        360    5.630%     No


  46      $ 8,142,737   11/21/2006      120        119        360    5.720%     No

  48      $ 7,925,000   12/08/2006      120        120        360    5.928%     No

  52      $ 7,230,571   10/06/2006      120        118        300    6.100%     No

  53      $ 7,223,278   08/24/2006      120        116        360    5.990%     No




                                       1-2



MSCI 2007 TOP25 MORTGAGE LOAN SCHEDULE
WFB SCHEDULE




LOAN   MORTGAGE
POOL     LOAN                                                                               DATE OF
 NO.    SELLER    PROPERTY NAME            STREET ADDRESS              CITY       STATE    MATURITY
----------------------------------------------------------------------------------------------------

  66      WFB     Sedgefield               102 Water Oak Ln          Ashland        VA    11/01/2016
                  Manufactured Home
                  Community
  69      WFB     Country Inn &            7051 McCutcheon Rd.     Chattanooga      TN    12/01/2016
                  Suites Chattanooga
  70      WFB     Security Public          111 Muir Station          Martinez       CA    12/01/2016
                  Storage - Martinez       Road
  71      WFB     K-Mart 6364              6364 Springfield        Springfield      VA    12/01/2016
                  Springfield Plaza        Plaza
  72      WFB     Country Inn &            3725 Modern             Chattanooga      TN    12/01/2016
                  Suites Tiftonia          Industries Parkway
  74      WFB     River Valley MHP         10910 Turner              Longmont       CO    10/01/2013
                                           Boulevard
  76      WFB     Lockheed Martin          9807 E. Valley Road       Prescott       AZ    11/01/2016
                  Building                                            Valley
  77      WFB     Country Inn &            903 West Bridge            Dalton        GA    12/01/2016
                  Suites Dalton            Road
  78      WFB     Crosswind Corners        15353 - 15477 Hall         Macomb        MI    11/01/2016
                  Shopping Center          Road                      Township
  83      WFB     Palm Terrace             1420 Alturas Road        Fallbrook       CA    12/01/2016
                  Apartments
  84      WFB     Gardenside               30, 38, 44, 50         San Francisco     CA    10/01/2016
                  Apartments               Gardenside Dr.
  85      WFB     Wyndham Ridge            1112 Ashberry             Columbus       OH    11/01/2016
                  Townhomes                Village Drive
  87      WFB     Ridgeway Village         6033 W. Bethany           Glendale       AZ    11/01/2013
                  Apartments               Home Road
  90      WFB     Fallbrook Manor          525 Alturas Road         Fallbrook       CA    12/01/2016
                  Apartments
  92      WFB     SuperPetz Shopping       1604 & 1610 Sam          Charleston      SC    10/01/2016
                  Center                   Rittenberg
                                           Boulevard
  95      WFB     A-American               3301 Truxton Avenue     Bakersfield      CA    10/01/2013
                  Bakersfield Central


                                     ORIGINAL
LOAN        CUT-OFF                   TERM TO
POOL          DATE                   MATURITY   REMAINING    ORIG.           ARD LOAN
 NO.        BALANCE      NOTE DATE    OR ARD       TERM     AMORT.    RATE   (YES/NO)
-------------------------------------------------------------------------------------

  66       $5,488,005   10/04/2006      120        118        360    5.190%     No


  69       $5,319,471   11/30/2006      120        119        336    5.770%     No

  70       $5,245,333   11/21/2006      120        119        360    5.730%     No

  71       $5,240,000   11/10/2006      120        119        IO     5.950%     No

  72       $5,094,704   11/30/2006      120        119        336    5.770%     No

  74       $4,985,867   09/19/2006      84          81        360    5.750%     No

  76       $4,891,508   10/03/2006      120        118        360    6.240%     No

  77       $4,869,938   11/30/2006      120        119        336    5.770%     No

  78       $4,600,000   11/01/2006      120        118        360    6.260%     No

  83       $4,296,139   11/20/2006      120        119        360    5.690%     No

  84       $4,288,907   08/29/2006      120        117        360    6.140%     No

  85       $4,216,973   10/10/2006      120        118        360    5.830%     No

  87       $4,142,185   10/19/2006      84          82        360    5.870%     No

  90       $4,096,318   11/20/2006      120        119        360    5.690%     No

  92       $4,038,579   09/27/2006      120        117        360    5.760%     No


  95       $3,815,567   08/30/2006      84          81        300    6.350%     No




                                       1-3



MSCI 2007 TOP25 MORTGAGE LOAN SCHEDULE
WFB SCHEDULE




LOAN   MORTGAGE
POOL     LOAN                                                                               DATE OF
 NO.    SELLER    PROPERTY NAME            STREET ADDRESS             CITY        STATE    MATURITY
----------------------------------------------------------------------------------------------------

  96      WFB     Comfort Inn Mentor       7701 Reynolds Road         Mentor        OH    06/01/2016
  97      WFB     3180 University          3180 University          San Diego       CA    09/01/2016
                  Avenue                   Avenue
  98      WFB     Willows Apartments       1100 Willow               Killeen        TX    09/01/2016
                                           Springs Road
  99      WFB     Country Inn &            1450 South Peace          Sycamore       IL    12/01/2016
                  Suites Sycamore          Rd.
 101      WFB     Lamps Plus Retail        30 North Stephanie       Henderson       NV    01/01/2017
                                           St.
 104      WFB     Heritage Center          1515 Heritage Drive       McKinney       TX    12/01/2016
 105      WFB     750 Link Road &          750 Link Road            Fairfield       CA    11/01/2016
                  7790-7820 Bell Road
 105      WFB     750 Link Road &          7790-7820 Bell Road       Windsor        CA    11/01/2016
                  7790-7820 Bell Road
 108      WFB     810 Lawrence Drive       810 Lawrence Drive      Newbury Park     CA    10/01/2016
                  Flex
 109      WFB     Cottonwood Coves         300 East Gordon            Murray        UT    11/01/2016
                                           Lane
 110      WFB     Trillium Townhomes       12 & 24 Stratford       Fishersville     VA    10/01/2016
                                           Drive, 5 & 16
                                           Hardwick Drive,
                                           and 19 West
                                           Stonington
 113      WFB     Country Inn &            1730 Dirck Dr.            Freeport       IL    12/01/2016
                  Suites Freeport
 115      WFB     Walgreens - Las          900 North Rancho         Las Vegas       NV    01/01/2017
                  Vegas                    Drive
 124      WFB     Tapia Brothers           211 South 49th            Phoenix        AZ    11/01/2016
                  Industrial               Avenue
 129      WFB     Layton's Village         6820-6860               Laytonsville     MD    12/01/2016
                  Shopping Center          Olney-Laytonsville
                                           Road
 133      WFB     Ware Road Industrial     5701 South Ware           McAllen        TX    10/01/2011
                                           Road


                                     ORIGINAL
LOAN        CUT-OFF                   TERM TO
POOL          DATE                   MATURITY   REMAINING    ORIG.           ARD LOAN
 NO.        BALANCE      NOTE DATE    OR ARD       TERM     AMORT.    RATE   (YES/NO)
-------------------------------------------------------------------------------------

  96       $3,791,900   05/24/2006      120        113        300    6.575%    Yes
  97       $3,785,932   08/25/2006      120        116        360    5.970%     No

  98       $3,767,504   08/31/2006      120        116        240    5.850%     No

  99       $3,746,247   11/21/2006      120        119        336    5.930%     No

 101       $3,500,000   11/28/2006      120        120        360    6.020%     No

 104       $3,400,000   10/31/2006      120        119        360    5.650%     No
 105       $1,871,560   10/03/2006      120        118        IO     5.870%     No

 105       $1,528,440   10/03/2006      120        118        IO     5.870%     No

 108       $3,241,210   09/21/2006      120        117        360    5.940%     No

 109       $3,200,000   10/25/2006      120        118        IO     5.750%     No

 110       $3,171,359   09/18/2006      120        117        360    5.920%     No




 113       $3,096,898   11/21/2006      120        119        336    5.930%     No

 115       $3,000,000   12/01/2006      120        120        360    5.420%     No

 124       $2,830,000   10/12/2006      120        118        360    6.430%     No

 129       $2,700,000   11/21/2006      120        119        IO     5.910%     No


 133       $2,543,200   09/07/2006      60          57        360    6.000%    Yes




                                       1-4



MSCI 2007 TOP25 MORTGAGE LOAN SCHEDULE
WFB SCHEDULE




LOAN   MORTGAGE
POOL     LOAN                                                                               DATE OF
 NO.    SELLER    PROPERTY NAME            STREET ADDRESS              CITY       STATE    MATURITY
----------------------------------------------------------------------------------------------------

 134      WFB     Steeplechase             10511 and 10521           Houston        TX    09/01/2016
                  Crossing                 Jones Road
 135      WFB     A-American               12474 Industrial        Victorville      CA    10/01/2016
                  Foxborough               Boulevard
 138      WFB     Hub Parkway              7620-7640 Hub           Valley View      OH    10/01/2013
                  Industrial Building      Parkway
 142      WFB     A-American Borrego       14421 Borrego Road      Victorville      CA    12/01/2016
 143      WFB     The Tile Shop            16216 Raymer Street       Van Nuys       CA    09/01/2016
                  Industrial
 144      WFB     Walgreens - West         7776 Cox Lane           West Chester     OH    12/01/2016
                  Chester
 146      WFB     Western Hills            370 Hickory Lane          Westland       MI    10/01/2016
                  Apartments
 147      WFB     Timbergrove Manor        1600 West T.C.            Houston        TX    08/01/2016
                  Apartments               Jester Blvd.
 148      WFB     The Boat Barn/A&B        15450 Highway 3           Webster        TX    12/01/2016
                  Dry Storage
 148      WFB     The Boat Barn/A&B        8750 Old Galveston        Houston        TX    12/01/2016
                  Dry Storage              Road
 149      WFB     Centennial Self          21905 State Route       Bonney Lake      WA    12/01/2016
                  Storage I                410 East
 152      WFB     Eagle Financial          10928 Eagle River       Eagle River      AK    12/01/2016
                  Center                   Road
 153      WFB     Staples - Grosse         17410 Mack Avenue      Grosse Pointe     MI    11/01/2016
                  Pointe, MI
 157      WFB     Union Hills I Retail     3414 W. Union             Phoenix        AZ    10/01/2016
                                           Hills Drive
 158      WFB     Holiday Plaza            707 East March Lane       Stockton       CA    12/01/2016
                  Shopping Center
 160      WFB     Laurelwood Valley        29401 Military          Federal Way      WA    01/01/2017
                  Mobile Home Park         Road South
 161      WFB     Parkside Apartments      325 W. 5th Street           Mesa         AZ    11/01/2013
 162      WFB     K&G Fashion              13902 Northwest           Houston        TX    11/01/2016
                  Superstore - Houston     Freeway


                                     ORIGINAL
LOAN        CUT-OFF                   TERM TO
POOL          DATE                   MATURITY   REMAINING    ORIG.           ARD LOAN
 NO.        BALANCE      NOTE DATE    OR ARD       TERM     AMORT.    RATE   (YES/NO)
-------------------------------------------------------------------------------------

 134       $2,540,952   08/07/2006      120        116        360    6.160%     No

 135       $2,540,390   08/30/2006      84          81        300    6.350%     No

 138       $2,500,000   11/15/2006      120        119        360    5.750%     No

 142       $2,490,579   08/30/2006      84          81        300    6.350%     No
 143       $2,442,086   08/04/2006      120        116        360    6.570%     No

 144       $2,348,001   11/02/2006      120        119        360    5.900%     No

 146       $2,300,000   09/20/2006      120        117        360    6.160%     No

 147       $2,300,000   07/31/2006      120        115        360    6.180%     No

 148       $1,289,926   11/14/2006      120        119        300    6.090%     No

 148       $1,007,189   11/14/2006      120        119        300    6.090%     No

 149       $2,248,015   11/02/2006      120        119        360    5.760%     No

 152       $2,198,138   11/01/2006      120        119        360    5.920%     No

 153       $2,195,830   11/01/2006      120        118        360    5.840%     No

 157       $2,074,985   09/11/2006      120        117        360    6.420%     No

 158       $2,048,269   11/08/2006      120        119        360    5.930%     No

 160       $2,000,000   12/01/2006      120        120        360    6.120%     No

 161       $1,996,795   10/03/2006      84          82        360    6.580%     No
 162       $1,996,300   10/04/2006      120        118        360    5.950%     No



                                       1-5



MSCI 2007 TOP25 MORTGAGE LOAN SCHEDULE
WFB SCHEDULE




LOAN   MORTGAGE
POOL     LOAN                                                                               DATE OF
 NO.    SELLER    PROPERTY NAME            STREET ADDRESS              CITY       STATE    MATURITY
----------------------------------------------------------------------------------------------------

 163      WFB     All American Self        3050 Taylor Road         Roseville       CA    10/01/2016
                  Storage Roseville
 164      WFB     830- 846 Watson          830- 846 Watson          Wilmington      CA    09/01/2016
                  Avenue Industrial        Avenue & 831- 845
                  Park                     Mahar Avenue
 166      WFB     Huffman Plaza            12350 Industry Way       Anchorage       AK    12/01/2016
 167      WFB     Tanger Furniture         38404 and 38384         North Branch     MN    11/01/2016
                  Outlets                  Tanger Drive
 170      WFB     Tamra Colonial           324-464 SE 194th          Portland       OR    10/01/2016
                  Estates                  Avenue
 171      WFB     Arnold Magnetic          107 Industry Rd           Marietta       OH    11/01/2016
                  Technologies
 172      WFB     Liberty Plaza - Gun      1307 West Main           Gun Barrel      TX    12/01/2016
                  Barrel                   Street                      City
 173      WFB     Welch Estate             310 Elvira Drive        Natchitoches     LA    11/01/2016
                  Apartments
 174      WFB     Piggly Wiggly -          142 Alder Avenue            Omro         WI    09/01/2016
                  Omro, WI
 175      WFB     Access Self Storage      8501 Rockville Road     Indianapolis     IN    10/01/2016
                  - Indianapolis
 176      WFB     East County Line         920-940 East             Ridgeland       MS    12/01/2016
                  Center                   County Line Road
 177      WFB     Perrine Court            11911 East            Spokane Valley     WA    11/01/2016
                  Apartment                Mansfield Avenue
 178      WFB     32 Pines Apartments      3010 South Pines      Spokane Valley     WA    12/01/2016
                                           Road
 180      WFB     Pine Springs Mobile      6920 Clark Road           Paradise       CA    07/01/2016
                  Home Park
 181      WFB     Bridgestone-Firestone,   13300 FM 620 North         Austin        TX    12/01/2016
                  Austin
 182      WFB     Chase Professional       8444-8448 Reseda         Northridge      CA    12/01/2016
                  Building                 Boulevard
 184      WFB     Giant Oil - Las          6570 Paradise Blvd.     Albuquerque      NM    11/01/2021
                  Ventanas


                                     ORIGINAL
LOAN        CUT-OFF                   TERM TO
POOL          DATE                   MATURITY   REMAINING    ORIG.           ARD LOAN
 NO.        BALANCE      NOTE DATE    OR ARD       TERM     AMORT.    RATE   (YES/NO)
-------------------------------------------------------------------------------------

 163       $1,994,938   08/21/2006      120        117        360    6.220%     No

 164       $1,943,524   08/09/2006      120        116        360    6.450%     No


 166       $1,818,472   11/01/2006      120        119        360    5.950%     No
 167       $1,798,940   10/20/2006      120        118        360    6.330%     No

 170       $1,795,952   08/25/2006      120        117        360    6.700%     No

 171       $1,729,223   10/20/2006      120        118        360    5.850%     No

 172       $1,700,000   11/02/2006      120        119        360    6.000%     No

 173       $1,696,713   10/06/2006      120        118        360    5.750%     No

 174       $1,694,275   09/01/2006      120        116        360    6.390%     No

 175       $1,689,135   09/27/2006      120        117        240    5.760%     No

 176       $1,677,705   11/07/2006      120        119        360    6.270%     No

 177       $1,650,000   10/27/2006      120        118        360    6.030%     No

 178       $1,650,000   11/02/2006      120        119        360    6.020%     No

 180       $1,600,000   05/24/2006      120        114        360    6.060%     No

 181       $1,598,878   11/22/2006      120        119        360    6.610%     No

 182       $1,598,719   11/02/2006      120        119        360    6.130%     No

 184       $1,597,935   10/31/2006      180        178        360    7.470%     No



                                       1-6



MSCI 2007 TOP25 MORTGAGE LOAN SCHEDULE
WFB SCHEDULE




LOAN   MORTGAGE
POOL     LOAN                                                                               DATE OF
 NO.    SELLER    PROPERTY NAME            STREET ADDRESS              CITY       STATE    MATURITY
----------------------------------------------------------------------------------------------------

 186      WFB     Plum Tree Plaza          22315 Highway 99 SE       Edmonds        WA    09/01/2016
 187      WFB     Advance Auto -           312-320 East            Philadelphia     PA    08/01/2016
                  Philadelphia             Chelten Avenue
 188      WFB     2976 E. State            2976 E. State              Eagle         ID    09/01/2016
                  Street Retail            Street
 189      WFB     40th Street Medical      16601 N. 40th             Phoenix        AZ    09/01/2021
                  Plaza                    Street
 191      WFB     Rite Aid -               138 North 5th           Steubenville     OH    11/01/2016
                  Steubenville             Street
 192      WFB     Rite Aid -               126 12th Street          Wellsburg       WV    12/01/2016
                  Wellsburg, WV
 193      WFB     Nipomo Westside          537-551 W. Tefft           Nipomo        CA    12/01/2016
                                           St.
 195      WFB     Pensacola Self           4096 Highway 297 A       Cantonment      FL    09/01/2016
                  Storage
 196      WFB     Moyock Commons           102 Moyock Commons         Moyock        NC    11/01/2016
                                           Drive
 198      WFB     Elgin Retail             3003 50th Street          Lubbock        TX    10/01/2016
 199      WFB     The Shops at Aldi        2361 DeKalb               Lithonia       GA    09/01/2016
                                           Medical Parkway
 201      WFB     Spring Valley            7798-7810 Spring           Dallas        TX    11/01/2016
                  Shopping Mall            Valley Road
 202      WFB     Aldige' & Noack          12033 Ventura Place     Studio City      CA    12/01/2016
                  Associates
 203      WFB     Checker Auto Parts       3721 Highway 528        Albuquerque      NM    11/01/2016
                  Albuquerque              Northwest
 204      WFB     Edinger Retail           2330 W. Edinger          Santa Ana       CA    09/01/2016
                  Center                   Avenue


                                     ORIGINAL
LOAN        CUT-OFF                   TERM TO
POOL          DATE                   MATURITY   REMAINING    ORIG.           ARD LOAN
 NO.        BALANCE      NOTE DATE    OR ARD       TERM     AMORT.    RATE   (YES/NO)
-------------------------------------------------------------------------------------

 186       $1,594,361   08/02/2006      120        116        360    6.190%     No
 187       $1,533,805   07/26/2006      120        115        360    6.500%     No

 188       $1,514,811   08/07/2006      120        116        360    6.330%     No

 189       $1,503,388   08/02/2006      180        176        180    6.540%     No

 191       $1,447,521   10/26/2006      120        118        360    6.300%     No

 192       $1,407,211   11/15/2006      120        119        360    5.930%    Yes

 193       $1,398,824   11/08/2006      120        119        360    5.950%     No

 195       $1,330,000   08/31/2006      120        116        360    6.230%     No

 196       $1,297,868   10/12/2006      120        118        360    6.480%     No

 198       $1,196,948   09/06/2006      120        117        360    6.200%     No
 199       $1,195,733   08/11/2006      120        116        360    6.150%     No

 201       $  997,560   10/13/2006      120        118        300    6.630%     No

 202       $  976,794   10/27/2006      120        119        180    6.000%     No

 203       $  973,371   09/27/2006      120        118        360    6.400%     No

 204       $  897,173   08/10/2006      120        116        360    6.690%     No



                                       1-7



                                    EXHIBIT 2
                    REPRESENTATIONS AND WARRANTIES REGARDING
                            INDIVIDUAL MORTGAGE LOANS

1. Mortgage Loan Schedule. The information set forth in the Mortgage Loan
Schedule is complete, true and correct in all material respects as of the date
of this Agreement and as of the Cut-Off Date.

2. Whole Loan; Ownership of Mortgage Loans. Each Mortgage Loan is a whole loan
and not a participation interest in a mortgage loan. Immediately prior to the
transfer to Purchaser of the Mortgage Loans, Seller had good title to, and was
the sole owner of, each Mortgage Loan. Seller has full right, power and
authority to transfer and assign each of the Mortgage Loans to or at the
direction of Purchaser and has validly and effectively conveyed (or caused to be
conveyed) to Purchaser or its designee all of Seller's legal and beneficial
interest in and to the Mortgage Loans free and clear of any and all pledges,
liens, charges, security interests and/or other encumbrances. The sale of the
Mortgage Loans to Purchaser or its designee does not require Seller to obtain
any governmental or regulatory approval or consent that has not been obtained.

3. Payment Record. No scheduled payment of principal and interest under any
Mortgage Loan was 30 days or more past due as of the Cut-Off Date, and no
Mortgage Loan was 30 days or more delinquent in the twelve-month period
immediately preceding the Cut-Off Date.

4. Lien; Valid Assignment. The Mortgage related to and delivered in connection
with each Mortgage Loan constitutes a valid and, subject to the exceptions set
forth in paragraph 13 below, enforceable first priority lien upon the related
Mortgaged Property, prior to all other liens and encumbrances, except for (a)
the lien for current real estate taxes and assessments not yet due and payable,
(b) covenants, conditions and restrictions, rights of way, easements and other
matters that are of public record and/or are referred to in the related lender's
title insurance policy, (c) exceptions and exclusions specifically referred to
in such lender's title insurance policy, (d) other matters to which like
properties are commonly subject, none of which matters referred to in clauses
(b), (c) or (d), individually or in the aggregate, materially interferes with
the security intended to be provided by such Mortgage, the marketability or
current use of the Mortgaged Property or the current ability of the Mortgaged
Property to generate operating income sufficient to service the Mortgage Loan
debt and (e) if such Mortgage Loan is cross-collateralized with any other
Mortgage Loan, the lien of the Mortgage for such other Mortgage Loan (the
foregoing items (a) through (e), the "Permitted Encumbrances"). The related
assignment of such Mortgage executed and delivered in favor of the Trustee is in
recordable form and constitutes a legal, valid and binding assignment,
sufficient to convey to the assignee named therein all of the assignor's right,
title and interest in, to and under such Mortgage; provided, if the related
Mortgage has been recorded in the name of Mortgage Electronic Registration
Systems, Inc. ("MERS") or its designee, no such assignment in favor of the
Trustee shall be required but instead Seller has agreed to take all actions as
are necessary to cause the Trustee to be shown as the owner of the related
Mortgage on the record of MERS for purposes of the system of recording transfers
of beneficial ownership of mortgages maintained by MERS. Such Mortgage, together
with any separate security agreements, chattel mortgages or equivalent
instruments, establishes and creates a valid and, subject to the exceptions set
forth in paragraph 13 below, enforceable security interest in favor of the
holder thereof in all of the related


                                      2-1



Mortgagor's personal property used in, and reasonably necessary to operate, the
related Mortgaged Property. In the case of a Mortgaged Property operated as a
hotel or an assisted living facility, the Mortgagor's personal property includes
all personal property that a prudent mortgage lender making a similar Mortgage
Loan would deem reasonably necessary to operate the related Mortgaged Property
as it is currently being operated. A Uniform Commercial Code financing statement
has been filed and/or recorded in all places necessary to perfect a valid
security interest in such personal property, to the extent a security interest
may be so created therein, and such security interest is a first priority
security interest, subject to any prior purchase money security interest in such
personal property and any personal property leases applicable to such personal
property. Notwithstanding the foregoing, no representation is made as to the
perfection of any security interest in rents or other personal property to the
extent that possession or control of such items or actions other than the filing
of Uniform Commercial Code financing statements are required in order to effect
such perfection.

5. Assignment of Leases and Rents. The Assignment of Leases related to and
delivered in connection with each Mortgage Loan establishes and creates a valid,
subsisting and, subject to the exceptions set forth in paragraph 13 below,
enforceable first priority lien and first priority security interest in the
related Mortgagor's interest in all leases, sub-leases, licenses or other
agreements pursuant to which any person is entitled to occupy, use or possess
all or any portion of the real property subject to the related Mortgage, and
each assignor thereunder has the full right to assign the same. The related
assignment of any Assignment of Leases not included in a Mortgage has been
executed and delivered in favor of the Trustee and is in recordable form and
constitutes a legal, valid and binding assignment, sufficient to convey to the
assignee named therein all of the assignor's right, title and interest in, to
and under such Assignment of Leases; provided, if the related Mortgage has been
recorded in the name of MERS or its designee, no such assignment in favor of the
Trustee shall be required but instead Seller has agreed to take all actions as
are necessary to cause the Trustee to be shown as the owner of the related
Mortgage on the record of MERS for purposes of the system of recording transfers
of beneficial ownership of mortgages maintained by MERS.

6. Mortgage Status; Waivers and Modifications. No Mortgage has been satisfied,
cancelled, rescinded or subordinated in whole or in part, and the related
Mortgaged Property has not been released from the lien of such Mortgage, in
whole or in part (except for partial reconveyances of real property that are set
forth on Schedule A to Exhibit 2), nor has any instrument been executed that
would effect any such satisfaction, cancellation, subordination, rescission or
release, in any manner that, in each case, materially adversely affects the
value of the related Mortgaged Property. None of the terms of any Mortgage Note,
Mortgage or Assignment of Leases has been impaired, waived, altered or modified
in any respect, except by written instruments, all of which are included in the
related Mortgage File.

7. Condition of Property; Condemnation. Except with respect to Mortgage Loans
secured primarily by unimproved land: (i) with respect to the Mortgaged
Properties securing the Mortgage Loans that were the subject of an engineering
report within 18 months prior to the Cut-Off Date as set forth on Schedule A to
this Exhibit 2, each Mortgaged Property is, to Seller's knowledge, free and
clear of any damage (or adequate reserves therefor have been established) that
would materially and adversely affect its value as security for the related
Mortgage Loan, and (ii) with respect to the Mortgaged Properties securing the
Mortgage Loans that were not the


                                      2-2



subject of an engineering report within 18 months prior to the Cut-Off Date as
set forth on Schedule A to this Exhibit 2, each Mortgaged Property is in good
repair and condition and all building systems contained therein are in good
working order (or adequate reserves therefor have been established) and each
Mortgaged Property is free of structural defects, in each case, that would
materially and adversely affect its value as security for the related Mortgage
Loan as of the date hereof. Seller has received no notice of the commencement of
any proceeding for the condemnation of all or any material portion of any
Mortgaged Property. To Seller's knowledge (based on surveys and/or title
insurance obtained in connection with the origination of the Mortgage Loans), as
of the date of the origination of each Mortgage Loan, all of the material
improvements on the related Mortgaged Property that were considered in
determining the appraised value of the Mortgaged Property lay wholly within the
boundaries and building restriction lines of such property, except for
encroachments that are insured against by the lender's title insurance policy
referred to herein or that do not materially and adversely affect the value or
marketability of such Mortgaged Property, and no improvements on adjoining
properties materially encroached upon such Mortgaged Property so as to
materially and adversely affect the value or marketability of such Mortgaged
Property, except those encroachments that are insured against by the Title
Policy referred to herein.

8. Title Insurance. Each Mortgaged Property is covered by an American Land Title
Association (or an equivalent form of) lender's title insurance policy or a
marked-up title insurance commitment (on which the required premium has been
paid) which evidences such title insurance policy (the "Title Policy") in the
original principal amount of the related Mortgage Loan after all advances of
principal. Each Title Policy insures that the related Mortgage is a valid first
priority lien on such Mortgaged Property, subject only to Permitted
Encumbrances. Each Title Policy (or, if it has yet to be issued, the coverage to
be provided thereby) is in full force and effect, all premiums thereon have been
paid and no material claims have been made thereunder and no claims have been
paid thereunder. No holder of the related Mortgage has done, by act or omission,
anything that would materially impair the coverage under such Title Policy.
Immediately following the transfer and assignment of the related Mortgage Loan
to the Trustee, such Title Policy (or, if it has yet to be issued, the coverage
to be provided thereby) will inure to the benefit of the Trustee without the
consent of or notice to the insurer. To Seller's knowledge, the insurer issuing
such Title Policy is qualified to do business in the jurisdiction in which the
related Mortgaged Property is located.

9. No Holdbacks. The proceeds of each Mortgage Loan have been fully disbursed
and there is no obligation for future advances with respect thereto. With
respect to each Mortgage Loan, any and all requirements as to completion of any
on-site or off-site improvement and as to disbursements of any funds escrowed
for such purpose that were to have been complied with on or before the Closing
Date have been complied with, or any such funds so escrowed have not been
released.

10. Mortgage Provisions. The Mortgage Note or Mortgage for each Mortgage Loan,
together with applicable state law, contains customary and enforceable
provisions (subject to the exceptions set forth in paragraph 13) such as to
render the rights and remedies of the holder thereof adequate for the practical
realization against the related Mortgaged Property of the principal benefits of
the security intended to be provided thereby.


                                      2-3



11. Trustee under Deed of Trust. If any Mortgage is a deed of trust, (1) a
trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage, and (2) no fees or expenses are
payable to such trustee by Seller, Purchaser or any transferee thereof except in
connection with a trustee's sale after default by the related Mortgagor or in
connection with any full or partial release of the related Mortgaged Property or
related security for the related Mortgage Loan.

12. Environmental Conditions.

          (i)  Except as set forth on Schedule A to this Exhibit 2, with respect
               to the Mortgaged Properties securing the Mortgage Loans that were
               the subject of an environmental site assessment within 18 months
               prior to the Cut-Off Date, an environmental site assessment
               prepared to ASTM standards, or an update of a previous such
               report, was performed with respect to each Mortgaged Property in
               connection with the origination or the sale of the related
               Mortgage Loan, a report of each such assessment (or the most
               recent assessment with respect to each Mortgaged Property) (an
               "Environmental Report") has been delivered to, or on behalf of,
               Purchaser or its designee, and Seller has no knowledge of any
               material and adverse environmental condition or circumstance
               affecting any Mortgaged Property that was not disclosed in such
               report. Each Mortgage requires the related Mortgagor to comply
               with all applicable federal, state and local environmental laws
               and regulations. Where such assessment disclosed the existence of
               a material and adverse environmental condition or circumstance
               affecting any Mortgaged Property, (i) a party not related to the
               Mortgagor was identified as the responsible party for such
               condition or circumstance or (ii) environmental insurance
               covering such condition was obtained or must be maintained until
               the condition is remediated or (iii) the related Mortgagor was
               required either to provide additional security that was deemed to
               be sufficient by the originator in light of the circumstances
               and/or to establish an operations and maintenance plan. Each
               Mortgage Loan set forth on Schedule C to this Exhibit 2 (each, a
               "Schedule C Loan") is the subject of a Secured Creditor Impaired
               Property Policy, issued by the issuer set forth on Schedule C
               (the "Policy Issuer") and effective as of the date thereof (the
               "Environmental Insurance Policy"). Except as set forth on
               Schedule A to this Exhibit 2, with respect to each Schedule C
               Loan, (i) the Environmental Insurance Policy is in full force and
               effect, (ii)(a) a property condition or engineering report was
               prepared with respect to lead based paint ("LBP") and radon gas
               ("RG") at each Mortgaged Property that is used as a multifamily
               dwelling, and with respect to asbestos containing materials
               ("ACM") at each related Mortgaged Property and (b) if such report
               disclosed the existence of a material and adverse LBP, ACM or RG
               environmental condition or circumstance affecting the related
               Mortgaged Property, the related Mortgagor (A) was required to
               remediate the identified condition prior to closing the Mortgage
               Loan or provide additional security, or establish with the lender
               a reserve from loan proceeds, in an amount deemed to be


                                      2-4



               sufficient by Seller for the remediation of the problem and/or
               (B) agreed in the Mortgage Loan documents to establish an
               operations and maintenance plan after the closing of the Mortgage
               Loan, (iii) on the effective date of the Environmental Insurance
               Policy, Seller as originator had no knowledge of any material and
               adverse environmental condition or circumstance affecting the
               Mortgaged Property (other than the existence of LBP, ACM or RG)
               that was not disclosed to the Policy Issuer in one or more of the
               following: (a) the application for insurance, (b) a borrower
               questionnaire that was provided to the Policy Issuer or (c) an
               engineering or other report provided to the Policy Issuer and
               (iv) the premium of any Environmental Insurance Policy has been
               paid through the maturity of the policy's term and the term of
               such policy extends at least five years beyond the maturity of
               the Mortgage Loan.

          (ii) With respect to the Mortgaged Properties securing the Mortgage
               Loans that were not the subject of an environmental site
               assessment prepared to ASTM standards within 18 months prior to
               the Cut-Off Date as set forth on Schedule A to this Exhibit 2,
               (i) no Hazardous Material is present on such Mortgaged Property
               such that (1) the value of such Mortgaged Property is materially
               and adversely affected or (2) under applicable federal, state or
               local law, (a) such Hazardous Material could be required to be
               eliminated at a cost materially and adversely affecting the value
               of the Mortgaged Property before such Mortgaged Property could be
               altered, renovated, demolished or transferred or (b) the presence
               of such Hazardous Material could (upon action by the appropriate
               governmental authorities) subject the owner of such Mortgaged
               Property, or the holders of a security interest therein, to
               liability for the cost of eliminating such Hazardous Material or
               the hazard created thereby at a cost materially and adversely
               affecting the value of the Mortgaged Property, and (ii) such
               Mortgaged Property is in material compliance with all applicable
               federal, state and local laws pertaining to Hazardous Materials
               or environmental hazards, any noncompliance with such laws does
               not have a material adverse effect on the value of such Mortgaged
               Property and neither Seller nor, to Seller's knowledge, the
               related Mortgagor or any current tenant thereon, has received any
               notice of violation or potential violation of any such law.

     "Hazardous Materials" means gasoline, petroleum products, explosives,
     radioactive materials, polychlorinated biphenyls or related or similar
     materials, and any other substance or material as may be defined as a
     hazardous or toxic substance by any federal, state or local environmental
     law, ordinance, rule, regulation or order, including without limitation,
     the Comprehensive Environmental Response, Compensation and Liability Act of
     1980, as amended (42 U.S.C. Sections 9601 et seq.), the Hazardous Materials
     Transportation Act as amended (42 U.S.C. Sections 6901 et seq.), the
     Federal Water Pollution Control Act as amended (33 U.S.C. Sections 1251 et
     seq.), the Clean Air Act (42 U.S.C. Sections 1251 et seq.) and any
     regulations promulgated pursuant thereto.


                                      2-5



13. Loan Document Status. Each Mortgage Note, Mortgage and other agreement that
evidences or secures such Mortgage Loan and was executed by or on behalf of the
related Mortgagor is the legal, valid and binding obligation of the maker
thereof (subject to any non-recourse provisions contained in any of the
foregoing agreements and any applicable state anti-deficiency or market value
limit deficiency legislation), enforceable in accordance with its terms, except
as such enforcement may be limited by bankruptcy, insolvency, reorganization 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 there is no valid defense,
counterclaim or right of offset or rescission available to the related Mortgagor
with respect to such Mortgage Note, Mortgage or other agreement.

14. Insurance. Each Mortgaged Property is, and is required pursuant to the
related Mortgage to be, insured by (a) a fire and extended perils insurance
policy providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, to the extent required as of the
date of origination by the originator of such Mortgage Loan consistent with its
normal commercial mortgage lending practices, against other risks insured
against by persons operating like properties in the locality of the Mortgaged
Property in an amount not less than the lesser of the principal balance of the
related Mortgage Loan and the replacement cost of the Mortgaged Property, and
not less than the amount necessary to avoid the operation of any co-insurance
provisions with respect to the Mortgaged Property, and the policy contains no
provisions for a deduction for depreciation; (b) a business interruption or
rental loss insurance policy, in an amount at least equal to six months of
operations of the Mortgaged Property estimated as of the date of origination by
the originator of such Mortgage Loan consistent with its normal commercial
lending practices; (c) a flood insurance policy (if any portion of buildings or
other structures on the Mortgaged Property are located in an area identified by
the Federal Emergency Management Agency as having special flood hazards and the
Federal Emergency Management Agency requires flood insurance to be maintained);
and (d) a comprehensive general liability insurance policy in amounts as are
generally required by commercial mortgage lenders, and in any event not less
than $1 million per occurrence. Such insurance policy contains a standard
mortgagee clause that names the mortgagee as an additional insured in the case
of liability insurance policies and as a loss payee in the case of property
insurance policies and requires prior notice to the holder of the Mortgage of
termination or cancellation. No such notice has been received, including any
notice of nonpayment of premiums, that has not been cured. Each Mortgage
obligates the related Mortgagor to maintain all such insurance and, upon such
Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain
such insurance at the Mortgagor's cost and expense and to seek reimbursement
therefor from such Mortgagor. Each Mortgage provides that casualty insurance
proceeds will be applied (a) to the restoration or repair of the related
Mortgaged Property, (b) to the restoration or repair of the related Mortgaged
Property, with any excess insurance proceeds after restoration or repair being
paid to the Mortgagor, or (c) to the reduction of the principal amount of the
Mortgage Loan.

15. Taxes and Assessments. As of the Closing Date, there are no delinquent or
unpaid taxes, assessments (including assessments payable in future installments)
or other outstanding charges affecting any Mortgaged Property that are or may
become a lien of priority equal to or higher than the lien of the related
Mortgage. For purposes of this representation and warranty, real


                                      2-6



property taxes and assessments shall not be considered unpaid until the date on
which interest or penalties would be first payable thereon.

16. Mortgagor Bankruptcy. No Mortgagor is, to Seller's knowledge, a debtor in
any state or federal bankruptcy or insolvency proceeding. As of the date of
origination, (i) with respect to Mortgage Loans with a principal balance greater
than $3,500,000, no tenant physically occupying 25% or more (by square feet) of
the net rentable area of the related Mortgaged Property was, to Seller's
knowledge, a debtor in any state or federal bankruptcy or insolvency proceeding
and (ii) with respect to Mortgage Loans with a principal balance equal to or
less than $3,500,000 no tenant physically occupying 50% or more (by square feet)
of the net rentable area of the related Mortgaged Property was, to Seller's
knowledge, a debtor in any state or federal bankruptcy or insolvency proceeding.

17. Leasehold Estate. Each Mortgaged Property consists of a fee simple estate in
real estate or, if the related Mortgage Loan is secured in whole or in part by
the interest of a Mortgagor as a lessee under a ground lease of a Mortgaged
Property (a "Ground Lease"), by the related Mortgagor's interest in the Ground
Lease but not by the related fee interest in such Mortgaged Property (the "Fee
Interest"), and as to such Ground Leases:

     (i)    Such Ground Lease or a memorandum thereof has been or will be duly
            recorded; such Ground Lease (or the related estoppel letter or
            lender protection agreement between Seller and related lessor) does
            not prohibit the current use of the Mortgaged Property and does not
            prohibit the interest of the lessee thereunder to be encumbered by
            the related Mortgage; and there has been no material change in the
            payment terms of such Ground Lease since the origination of the
            related Mortgage Loan, with the exception of material changes
            reflected in written instruments that are a part of the related
            Mortgage File;

     (ii)   The lessee's interest in such Ground Lease is not subject to any
            liens or encumbrances superior to, or of equal priority with, the
            related Mortgage, other than Permitted Encumbrances;

     (iii)  The Mortgagor's interest in such Ground Lease is assignable to
            Purchaser and its successors and assigns upon notice to, but without
            the consent of, the lessor thereunder (or, if such consent is
            required, it has been obtained prior to the Closing Date) and, in
            the event that it is so assigned, is further assignable by Purchaser
            and its successors and assigns upon notice to, but without the need
            to obtain the consent of, such lessor or if such lessor's consent is
            required it cannot be unreasonably withheld;

     (iv)   Such Ground Lease is in full force and effect, and the Ground Lease
            provides that no material amendment to such Ground Lease is binding
            on a mortgagee unless the mortgagee has consented thereto, and
            Seller has received no notice that an event of default has occurred
            thereunder, and, to Seller's knowledge, there exists no condition
            that, but for the passage of time or the giving of notice, or both,
            would result in an event of default under the terms of such Ground
            Lease;


                                      2-7



     (v)    Such Ground Lease, or an estoppel letter or other agreement, (A)
            requires the lessor under such Ground Lease to give notice of any
            default by the lessee to the holder of the Mortgage; and (B)
            provides that no notice of termination given under such Ground Lease
            is effective against the holder of the Mortgage unless a copy of
            such notice has been delivered to such holder and the lessor has
            offered or is required to enter into a new lease with such holder on
            terms that do not materially vary from the economic terms of the
            Ground Lease.

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

     (vii)  Such Ground Lease has an original term (including any extension
            options set forth therein) which extends not less than twenty years
            beyond the Stated Maturity Date of the related Mortgage Loan;

     (viii) Under the terms of such Ground Lease and the related Mortgage, taken
            together, any related insurance proceeds or condemnation award
            awarded to the holder of the ground lease interest will be applied
            either (A) to the repair or restoration of all or part of the
            related Mortgaged Property, with the mortgagee or a trustee
            appointed by the related Mortgage having the right to hold and
            disburse such proceeds as the repair or restoration progresses
            (except in such cases where a provision entitling a third party to
            hold and disburse such proceeds would not be viewed as commercially
            unreasonable by a prudent commercial mortgage lender), or (B) to the
            payment of the outstanding principal balance of the Mortgage Loan
            together with any accrued interest thereon; and

     (ix)   Such Ground Lease does not impose any restrictions on subletting
            which would be viewed as commercially unreasonable by prudent
            commercial mortgage lenders lending on a similar Mortgaged Property
            in the lending area where the Mortgaged Property is located; and
            such Ground Lease contains a covenant that the lessor thereunder is
            not permitted, in the absence of an uncured default, to disturb the
            possession, interest or quiet enjoyment of the lessee thereunder for
            any reason, or in any manner, which would materially adversely
            affect the security provided by the related Mortgage.

     (x)    Such Ground Lease requires the Lessor to enter into a new lease upon
            termination of such Ground Lease if the Ground Lease is rejected in
            a bankruptcy proceeding.

18. Escrow Deposits. All escrow deposits and payments relating to each Mortgage
Loan that are, as of the Closing Date, required to be deposited or paid have
been so deposited or paid.

19. LTV Ratio. 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


                                      2-8



the date the Mortgage Loan was originated, at least equal to 80 percent of the
original principal balance of the Mortgage Loan or (ii) at the Closing Date, at
least equal to 80 percent of the 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 (x) the amount of any lien on the
real property interest that is senior to the Mortgage Loan and (y) 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 clauses
(a)(i) and (a)(ii) of this paragraph 19 shall be made on a pro rata basis in
accordance with the fair market values of the Mortgaged Properties securing such
cross-collateralized Mortgage Loans); or (b) substantially all the proceeds of
such Mortgage Loan were used to acquire, improve or protect the real property
that 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)).

20. Mortgage Loan Modifications. Any Mortgage Loan that was "significantly
modified" prior to the Closing Date so as to result in a taxable exchange under
Section 1001 of the Code either (a) was modified as a result of the default
under such Mortgage Loan or under circumstances that made a default reasonably
foreseeable or (b) satisfies the provisions of either clause (a)(i) of paragraph
19 (substituting the date of the last such modification for the date the
Mortgage Loan was originated) or clause (a)(ii) of paragraph 19, including the
proviso thereto.

21. Advancement of Funds by Seller. No holder of a Mortgage Loan has advanced
funds or induced, solicited or knowingly received any advance of funds from a
party other than the owner of the related Mortgaged Property, directly or
indirectly, for the payment of any amount required by such Mortgage Loan.

22. No Mechanics' Liens. Each Mortgaged Property is free and clear of any and
all mechanics' and materialmen's liens that are prior or equal to the lien of
the related Mortgage, and no rights are outstanding that under law could give
rise to any such lien that would be prior or equal to the lien of the related
Mortgage except, in each case, for liens insured against by the Title Policy
referred to herein.

23. Compliance with Usury Laws. Each Mortgage Loan complied with all applicable
usury laws in effect at its date of origination.

24. Cross-collateralization. No Mortgage Loan is cross-collateralized or
cross-defaulted with any loan other than one or more other Mortgage Loans.

25. Releases of Mortgaged Property. Except as described in the next sentence, no
Mortgage Note or Mortgage requires the mortgagee to release all or any material
portion of the related Mortgaged Property that was included in the appraisal for
such Mortgaged Property, and/or generates income from the lien of the related
Mortgage except upon payment in full of all amounts due under the related
Mortgage Loan or in connection with the defeasance provisions of the related
Note and Mortgage. The Mortgages relating to those Mortgage Loans identified on
Schedule A hereto require the mortgagee to grant releases of portions of the
related Mortgaged Properties upon (a) the satisfaction of certain legal and
underwriting requirements and/or (b) the payment of a predetermined or
objectively determinable release price and prepayment


                                      2-9



consideration in connection therewith. Except as described in the first sentence
hereof and for those Mortgage Loans identified on Schedule A, no Mortgage Loan
permits the full or partial release or substitution of collateral unless the
mortgagee or servicer can require the Borrower to provide an opinion of tax
counsel to the effect that such release or substitution of collateral (a) would
not constitute a "significant modification" of such Mortgage Loan within the
meaning of Treas. Reg. Section 1.1001-3 and (b) would not cause such Mortgage
Loan to fail to be a "qualified mortgage" within the meaning of Section
860G(a)(3)(A) of the Code.

26. No Equity Participation or Contingent Interest. No Mortgage Loan contains
any equity participation by the lender or provides for negative amortization
(except that the ARD Loan may provide for the accrual of interest at an
increased rate after the Anticipated Repayment Date) or for any contingent or
additional interest in the form of participation in the cash flow of the related
Mortgaged Property.

27. No Material Default. To Seller's knowledge, there exists no material
default, breach, violation or event of acceleration (and no event which, with
the passage of time or the giving of notice, or both, would constitute any of
the foregoing) under the documents evidencing or securing the Mortgage Loan, in
any such case to the extent the same materially and adversely affects the value
of the Mortgage Loan and the related Mortgaged Property; provided, however, that
this representation and warranty does not address or otherwise cover any
default, breach, violation or event of acceleration that specifically pertains
to any matter otherwise covered by any other representation and warranty made by
Seller in any of paragraphs 3, 7, 8, 12, 14, 15, 16 and 17 of this Exhibit 2.

28. Inspections. Seller (or if Seller is not the originator, the originator of
the Mortgage Loan) has inspected or caused to be inspected each Mortgaged
Property in connection with the origination of the related Mortgage Loan.

29. Local Law Compliance. Based on due diligence considered reasonable by
prudent commercial mortgage lenders in the lending area where the Mortgaged
Property is located, the improvements located on or forming part of each
Mortgaged Property comply with applicable zoning laws and ordinances, or
constitute a legal non-conforming use or structure or, if any such improvement
does not so comply, such non-compliance does not materially and adversely affect
the value of the related Mortgaged Property, such value as determined by the
appraisal performed at origination or in connection with the sale of the related
Mortgage Loan by Seller hereunder.

30. Junior Liens. None of the Mortgage Loans permits the related Mortgaged
Property to be encumbered by any lien (other than a Permitted Encumbrance)
junior to or of equal priority with the lien of the related Mortgage without the
prior written consent of the holder thereof or the satisfaction of debt service
coverage or similar criteria specified therein. Seller has no knowledge that any
of the Mortgaged Properties is encumbered by any lien junior to the lien of the
related Mortgage.

31. Actions Concerning Mortgage Loans. To the knowledge of Seller, there are no
actions, suits or proceedings before any court, administrative agency or
arbitrator concerning any Mortgage Loan, Mortgagor or related Mortgaged Property
that might adversely affect title to the


                                      2-10



Mortgaged Property or the validity or enforceability of the related Mortgage or
that might materially and adversely affect the value of the Mortgaged Property
as security for the Mortgage Loan or the use for which the premises were
intended.

32. Servicing. The servicing and collection practices used by Seller or any
prior holder or servicer of each Mortgage Loan have been in all material
respects legal, proper and prudent and have met customary industry standards.

33. Licenses and Permits. To Seller's knowledge, based on due diligence that it
customarily performs in the origination of comparable mortgage loans, as of the
date of origination of each Mortgage Loan or as of the date of the sale of the
related Mortgage Loan by Seller hereunder, the related Mortgagor was in
possession of all material licenses, permits and franchises required by
applicable law for the ownership and operation of the related Mortgaged Property
as it was then operated.

34. Assisted Living Facility Regulation. If the Mortgaged Property is operated
as an assisted living facility, to Seller's knowledge (a) the related Mortgagor
is in compliance in all material respects with all federal and state laws
applicable to the use and operation of the related Mortgaged Property and (b) if
the operator of the Mortgaged Property participates in Medicare or Medicaid
programs, the facility is in compliance in all material respects with the
requirements for participation in such programs.

35. Collateral in Trust. The Mortgage Note for each Mortgage Loan is not secured
by a pledge of any collateral that has not been assigned to Purchaser.

36. Due on Sale. Each Mortgage Loan contains a "due on sale" clause, which
provides for the acceleration of the payment of the unpaid principal balance of
the Mortgage Loan if, without prior written consent of the holder of the
Mortgage, the property subject to the Mortgage or any material portion thereof,
or a controlling interest in the related Mortgagor, is transferred, sold or
encumbered by a junior mortgage or deed of trust; provided, however, that
certain Mortgage Loans provide a mechanism for the assumption of the loan by a
third party upon the Mortgagor's satisfaction of certain conditions precedent,
and upon payment of a transfer fee, if any, or transfer of interests in the
Mortgagor or constituent entities of the Mortgagor to a third party or parties
related to the Mortgagor upon the Mortgagor's satisfaction of certain conditions
precedent.

37. Single Purpose Entity. The Mortgagor on each Mortgage Loan with a Cut-Off
Date Principal Balance in excess of $10 million, was, as of the origination of
the Mortgage Loan, a Single Purpose Entity. For this purpose, a "Single Purpose
Entity" shall mean an entity, other than an individual, whose organizational
documents provide substantially to the effect that it was formed or organized
solely for the purpose of owning and operating one or more of the Mortgaged
Properties securing the Mortgage Loans and prohibit it from engaging in any
business unrelated to such Mortgaged Property or Properties, and whose
organizational documents further provide, or which entity represented in the
related Mortgage Loan documents, substantially to the effect that it does not
have any assets other than those related to its interest in and operation of
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage(s) or the other related Mortgage Loan
documents, that it has


                                      2-11



its own books and records and accounts separate and apart from any other person
(other than a Mortgagor for a Mortgage Loan that is cross-collateralized and
cross-defaulted with the related Mortgage Loan), and that it holds itself out as
a legal entity, separate and apart from any other person.

38. Non-Recourse Exceptions. The Mortgage Loan documents for each Mortgage Loan
provide that such Mortgage Loan constitutes either (a) the recourse obligations
of at least one natural person or (b) the non-recourse obligations of the
related Mortgagor, provided that at least one natural person (and the Mortgagor
if the Mortgagor is not a natural person) is liable to the holder of the
Mortgage Loan for damages arising in the case of fraud or willful
misrepresentation by the Mortgagor, misappropriation of rents, insurance
proceeds or condemnation awards and breaches of the environmental covenants in
the Mortgage Loan documents.

39. Defeasance and Assumption Costs. The related Mortgage Loan documents provide
that the related borrower is responsible for the payment of all reasonable costs
and expenses of the lender incurred in connection with the defeasance of such
Mortgage Loan and the release of the related Mortgaged Property, and the
borrower is required to pay all reasonable costs and expenses of the lender
associated with the approval of an assumption of such Mortgage Loan.

40. Defeasance. No Mortgage Loan provides that (i) it can be defeased until the
date that is more than two years after the Closing Date, (ii) that it can be
defeased with any property other than government securities (as defined in
Section 2(a)(16) of the Investment Company Act of 1940, as amended) or any
direct non-callable security issued or guaranteed as to principal or interest by
the United States that will provide interest and principal payments sufficient
to satisfy scheduled payments of interest and principal as required under the
related Mortgage Loan, or (iii) defeasance requires the payment of any
consideration other than (a) reimbursement of incidental costs and expenses
and/or (b) a specified dollar amount or an amount that is based on a formula
that uses objective financial information (as defined in Treasury Regulation
Section 1.446-3(c)(4)(ii)).

41. Prepayment Premiums. As of the applicable date of origination of each such
Mortgage Loan, any prepayment premiums and yield maintenance charges payable
under the terms of the Mortgage Loans, in respect of voluntary prepayments,
constituted customary prepayment premiums and yield maintenance charges for
commercial mortgage loans.

42. Terrorism Insurance. With respect to each Mortgage Loan that has a principal
balance as of the Cut-off Date that is greater than or equal to $20,000,000, the
related all risk insurance policy and business interruption policy do not
specifically exclude Acts of Terrorism, as defined in the Terrorism Risk
Insurance Act of 2002, from coverage, or if such coverage is excluded, is
covered by a separate terrorism insurance policy. With respect to each other
Mortgage Loan, the related all risk insurance policy and business interruption
policy did not as of the date of origination of the Mortgage Loan, and, to
Seller's knowledge, do not, as of the date hereof, specifically exclude Acts of
Terrorism from coverage, or if such coverage is excluded, it is covered by a
separate terrorism insurance policy. With respect to each of the Mortgage Loans,
the related Mortgage Loan documents do not expressly waive or prohibit the
mortgagee from requiring coverage for acts of terrorism or damages related
thereto, except to the extent that any


                                      2-12



right to require such coverage may be limited by commercially reasonable
availability, or as otherwise indicated on Schedule A.

43. Foreclosure Property. Seller is not selling any Mortgage Loan as part of a
plan to transfer the underlying Mortgaged Property to Purchaser, and Seller does
not know or, to Seller's knowledge, have reason to know that any Mortgage Loan
will default. The representations in this paragraph 43 are being made solely for
the purpose of determining whether the Mortgaged Property, if acquired by the
Trust, would qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of the Code, and may not be relied upon or used for any other
purpose. Such representations shall not be construed as a guarantee to any
degree that defaults or losses will not occur.


                                      2-13



                                   Schedule A

                  Exceptions to Representations and Warranties

                                Wells Fargo Loans

1.   Mortgage Loan Schedule.

2.   Whole Loan; Ownership of Mortgage Loans.

     o    Ridgeway Village Apts (620903147)($4,150,000): Sub-servicing rights
          (non-cashiering) retained by third party (Horizon Mortgage Capital
          Corp.)

     o    The Tile Shop Industrial (620904470)($2,450,000): Sub-servicing rights
          (non-cashiering) retained by third party (Keystone Mortgage Corp.)

     o    Parkside Apts (620904427)($2,000,000): Sub-servicing rights
          (non-cashiering) retained by third party (Horizon Mortgage Capital
          Corp.)

     o    Arnold Magnetic Technologies (620904977)($1,732,000): Sub-servicing
          rights (non-cashiering) retained by third party (Northmarq Capital
          Inc.)

     o    Chase Professional Bldg (620905124)($1,600,000): Sub-servicing rights
          (non-cashiering) retained by third party (Sunrise Mortgage &
          Investment)

     o    Checker Auto Parts (620904768)($975,000): Sub-servicing rights
          (non-cashiering) retained by third party (Alison Company)

3.   Payment Record.

4.   Lien; Valid Assignment.

     o    Village Square (310905166)($59,680,000): Tenant (Eastgate Theatre,
          Inc.) has right of first refusal (ROFR) affecting its leased parcel
          (Parcel 1); ROFR is not extinguished by foreclosure; Foreclosure or
          deed-in-lieu does not trigger ROFR, however

     o    Brighton Court (310905167)($21,000,000): Mortgaged property is subject
          to Regulatory Agreement related to the State of Washington bond
          financing placing low-income housing related restrictions to rents
          attributable to 37 of 182 units; Restrictions expire in 2010;
          Underwritten income for the mortgaged property took such rent
          restrictions into consideration; Mortgaged property is currently in
          compliance and special regulatory endorsement to title policy
          obtained, however

     o    Staybridge - San Antonio (310905142)($11,600,000): Franchisor (Drury
          Inns) has Right of First Refusal (ROFR) in the event of proposed
          transfer; ROFR is not extinguished by foreclosure;
          Foreclosure/deed-in-lieu does not trigger ROFR, however

     o    Country Inn & Suites Sycamore (310905127)($3,750,000): Licensor
          (Country Inn & Suites By Carlson) has Right of First Refusal (ROFR) in
          the event of proposed transfer; ROFR is not extinguished by
          foreclosure; Foreclosure/deed-in-lieu does not trigger ROFR, however

     o    Walgreen's - West Chester (410905120)($2,350,000): Tenant (Walgreens)
          has Right of First Refusal (ROFR) to purchase the mortgaged property;
          ROFR is not



          extinguished by foreclosure; Foreclosure/deed-in-lieu does not trigger
          ROFR, however

     o    Tanger Furniture Outlets (410904765)($1,802,000): One of two parcels
          comprising mortgaged property (44% of net rentable area) is encumbered
          by restrictive covenants restricting use to furniture, appliance and
          carpet showroom (current use complies with use covenant); An in-place
          re-tenanting impound ($7,000/month up to $250,000 cap) and $150,000
          springing TI impound (failure to fund is recourse trigger to
          guarantors), together with 52% LTV and 1.51x DSCR mitigate related
          re-tenanting risks

     o    Giant Oil - Las Ventanas (930904273)($1,600,000): Tenant (Giant
          Industries Arizona, Inc.) has right of first refusal (ROFR) affecting
          entirety of property; ROFR is not extinguished by foreclosure;
          Foreclosure or deed-in-lieu does not trigger ROFR, however

     o    Rite Aid - Wellsburg, WV (410905164)($1,408,400): Tenant (Rite Aid)
          has Right of First Refusal (ROFR) to purchase the mortgaged property;
          ROFR is not extinguished by foreclosure; Foreclosure/deed-in-lieu does
          not trigger ROFR, however

5.   Assignment of Leases and Rents.

6.   Mortgage Status; Waivers and Modifications.

7.   Condition of Property; Condemnation.

     o    Perrine Court Apt (410905055)($1,650,000): Current and preliminary
          design for right-of-way expansion could affect approximately 10-12
          feet across property's frontage on Mansfield Avenue; The subject area
          is a landscaped strip, and was not assigned value in underwriting

8.   Title Insurance.

9.   No Holdbacks.

10.  Mortgage Provisions.

11.  Trustee under Deed of Trust.

12.  Environmental Conditions.

     Schedule A Loans (In lieu of Phase I, property was included in lender's
     group secured creditor impaired policy, except as otherwise indicated
     regarding inclusion in individual environmental loan policy)

          o    A-American Bakersfield Central (410904675)($3,830,000)

          o    Lamps Plus Retail (410904874)($3,500,000)

          o    Heritage Center (410905177)($3,400,000)

          o    Cottonwood Coves (410905050)($3,200,000)

          o    Trillium Townhomes (410904971)($3,180,000)

          o    Layton's Village SC (410905097)($2,700,000)

          o    A-American Foxborough (410904686)($2,550,000)

          o    Ware Road Industrial (410904841)($2,550,000)



          o    A-American Borrego (410904710)($2,500,000)

          o    Walgreen's - West Chester (410905120)($2,350,000)

          o    Timbergrove Manor Apts (410904618)($2,300,000)

          o    Western Hills Apts (410904807)($2,300,000)

          o    A&B Dry Storage/The Boat Barn (410904960)($2,300,000)

          o    Centennial SS I (410905162)($2,250,000)

          o    Staples - Grosse Pointe, MI (410905121)($2,200,000)

          o    All American Self Storage Roseville (410904770)($2,000,000)

          o    K&G Fashion Superstore - Houston (410904980)($2,000,000)

          o    Laurelwood MHP (410905100)($2,000,000)

          o    Parkside Apts (620904427)($2,000,000)

          o    Tanger Furniture Outlets (410904765)($1,802,000)

          o    Arnold Magnetic Technologies (620904977)($1,732,500)

          o    Piggly Wiggly - Omro, WI (410904822)($1,700,000)

          o    Access Self Storage - Indianapolis (410904881)($1,700,000)

          o    Welch Estate Apts (410904978)($1,700,000)

          o    32 Pines Apts (410905054)($1,650,000)

          o    Perrine Court Apt (410905055)($1,650,000)

          o    Pine Springs MHP (410904265)($1,600,000)

          o    Bridgestone-Firestone, Austin (410904827)($1,600,000)

          o    Chase Professional Bldg (620905124)($1,600,000)

          o    Giant Oil - Las Ventanas (930904273)($1,600,000)

          o    East County Line Center (410905056)($1,564,000)

          o    Advance Auto - Philadelphia (410904619)($1,540,000)

          o    40th Street Medical Plaza (410904602)($1,523,000)

          o    2976 E. State St. Retail (410904783)($1,520,000)

          o    Rite Aid - Wellsburg, WV (410905164)($1,408,400)

          o    Nipomo Westside (410905072)($1,400,000)

          o    Pensacola Self Storage (410904823)($1,330,000)

          o    Moyock Commons (410904209)($1,300,000)

          o    The Shops at Aldi (410904667)($1,200,000)

          o    Aldige' & Noack Associates (410905093)($980,000)

          o    Checker Auto Parts Albuquerque (620904768)($975,000)

          o    Edinger Retail Center (410904782)($900,000)

     Schedule C Information: All loans to be listed on Schedule A above are
     likewise included on Schedule C as being the subject of a Secured Creditor
     Impaired Property Policy. The Policy Issuer is Steadfast Insurance Company,
     an affiliate of Zurich North America.

13.  Loan Document Status.

14.  Insurance.

     o    Walgreen's - West Chester (410905120)($2,350,000): Borrower's
          obligation to provide required casualty insurance, including terrorism
          and rent loss coverage, and



          liability insurance is suspended if (i) tenant (Walgreen's) carries
          third party insurance required under its lease or elects to
          self-insure as permitted thereunder, and (ii) tenant maintains an S&P
          senior unsecured debt rating of at least "BBB"; Tenant has confirmed
          its election to self-insure; No tenant right to rent abatement in
          event of casualty during the loan term, however; Tenant has S&P senior
          unsecured debt rating of "A+"

     o    Staples - Grosse Pointe, MI (410905121)($2,200,000): Borrower's
          obligation to provide required casualty insurance, including terrorism
          and rent loss coverage, is suspended if tenant (Staples) provides
          third party insurance required under its lease or elects to
          self-insure as permitted thereunder; Tenant has not currently elected
          to self-insure, and third party coverages are in place

     o    Arnold Magnetic Technologies (620904977)($1,732,500): Borrower's
          obligation to provide required rent loss coverage is suspended so long
          as single tenant (Flexmag Industries) is not entitled to rent
          abatement; Tenant is not entitled to rent abatement in event of
          casualty

     o    Bridgestone-Firestone, Austin (410904827)($1,600,000): Rent loss and
          terrorism coverage is not expressly required; Borrower's obligation to
          provide required coverages for casualty and flood conditionally
          suspended so long as Tenant self-insures in accordance with lease
          requirements; Tenant has confirmed its election to self-insure;
          Nonrecourse carveout obtained for related losses, however; Guarantors
          (Leonard Cohn and Roberta Cohn) have combined stated net worth of $5.5
          million as of 06.30.2006

     o    Rite Aid - Steubenville (410905057)($1,450,000): Rent loss and
          terrorism coverage not expressly required; Lease does not expressly
          require tenant to provide rent loss coverage; No tenant right to rent
          abatement in event of casualty during the loan term; Third party
          coverages currently in place, however

     o    Rite Aid - Wellsburg, WV (410905164)($1,408,400): Rent loss and
          terrorism coverage not expressly required; Lease does not expressly
          require tenant to provide rent loss coverage; No tenant right to rent
          abatement in event of casualty during the loan term; Third party
          coverages currently in place, however

15.  Taxes and Assessments.

16.  Mortgagor Bankruptcy.

17.  Leasehold Estate.

18.  Escrow Deposits.

19.  LTV Ratio.

20.  Mortgage Loan Modifications.

21.  Advancement of Funds by the Seller.

22.  No Mechanics' Liens.

23.  Compliance with Usury Laws.



24.  Cross-collateralization.

25.  Releases of Mortgage Property.

     Schedule A Loans are subject of certain Partial Release Conditions:

     o    7790 Bell Road & 750 Link Road (410905099)($3,400,000): Following
          defeasance lockout period, partial release of either of two parcels
          securing the mortgaged loan is permitted in conjunction with (i) a
          prepayment if accompanied by a prepayment premium, or (ii) a partial
          defeasance, in each case, subject to certain conditions, including
          payment of an amount or purchase of defeasance collateral equal to
          125% of the allocated loan amount of the property being released or
          defeased, as applicable, and, with respect to the remaining mortgaged
          property after either the partial release or partial defeasance, (A)
          LTV shall not be more than 62.39%, (B) DSCR shall be at least 1.27x,
          and (C) "No downgrade" confirmation from the applicable rating
          agencies

     o    A&B Dry Storage/The Boat Barn (410904960)($2,300,000): Following
          defeasance lockout period, partial release of either of two parcels
          securing the mortgaged loan is permitted in conjunction with (i) a
          prepayment if accompanied by a prepayment premium, or (ii) a partial
          defeasance, in each case, subject to certain conditions, including
          payment of an amount or purchase of defeasance collateral equal to
          125% of the allocated loan amount of the property being released or
          defeased, as applicable, and, with respect to the remaining mortgaged
          property after either the partial release or partial defeasance, (A)
          LTV shall not be more than 63%, (B) DSCR shall be at least 1.53x, and
          (C) "No downgrade" confirmation from the applicable rating agencies

26.  No Equity Participation or Contingent Interest.

27.  No Material Default.

28.  Inspections.

29.  Local Law Compliance.

30.  Junior Liens.

31.  Actions Concerning Mortgage Loans.

32.  Servicing.

33.  Licenses and Permits.

34.  Assisted Living Facility Regulation.

35.  Collateral in Trust.

36.  Due on Sale.

37.  Single-Purpose Entity.



38.  Non-Recourse Exceptions.

     o    Village Square (310905166)($59,680,000): No warm body carve-out
          guarantor (Triple Five Nevada Development Corporation); Guarantor has
          stated net worth of $353 million as of 09.30.2006

     o    Shops at Kildeer (310905200)($33,145,000): No warm body carve-out
          guarantor (The Shops at Kildeer, LLC); Springing cash management
          triggered in the event LTV less than 70.1% and DSCR in excess of
          1.57x, however

     o    Staybridge - San Antonio (310905142)($11,600,000): No warm body
          carve-out guarantor (Drury Southwest, Inc.); Guarantor has stated net
          worth in excess of $53 million and liquidity of approximately $7
          million as of 01.01.2006

     o    Drury Inn & Suites - Paducah (310905144)($7,925,000): No warm body
          carve-out guarantor (Drury Southwest, Inc.); Guarantor has stated net
          worth in excess of $53 million and liquidity of approximately $7
          million as of 01.01.2006

     o    The Tile Shop Industrial (620904470)($2,450,000): Full recourse to
          tenancy-in-common borrower comprised of 4 revocable trusts; Sponsor
          (Dean Daily, II) has stated net worth in excess of $35 million as of
          03.31.2006, and Sponsor (Charles Daily) has stated net worth in excess
          of $18 million, as of 05.30.2006

     o    Eagle Financial Center (410905042)($2,200,000): No warm body carve-out
          guarantor (Carr-Gottstein Limited Partnership); Guarantor has stated
          net worth in excess of $25 million as of 06.30.2006

     o    Huffman Plaza (410905043)($1,820,000): No warm body carve-out
          guarantor (Laban Properties, Limited Partnership); Guarantor has
          stated net worth in excess of $21 million as of 06.30.2006

     o    Checker Auto Parts Albuquerque (620904768)($975,000): No warm body
          carve-out guarantor (A.J. Vido, Incorporated); Guarantor has stated
          net worth in excess of $15 million as of 08.01.2006

39.  Defeasance and Assumption Costs.

40.  Defeasance.

41.  Prepayment Premiums.

42.  Terrorism Insurance.

     o    Gardenside Apts (410904826)($4,300,000): Terrorism insurance waived
          for life of loan; Non-recourse carve-out obtained for related losses,
          however

     o    Walgreen's - West Chester (410905120)($2,350,000): Borrower's
          obligation to provide required casualty insurance, including terrorism
          coverage, is suspended if (i) tenant (Walgreen's) carries third party
          insurance required under its lease or elects to self-insure as
          permitted thereunder, and (ii) tenant maintains an S&P senior
          unsecured debt rating of at least "BBB"; Tenant has confirmed its
          election to self-insure; No tenant right to rent abatement in event of
          casualty during the loan term, however; S&P senior unsecured debt
          rating of "A+"

     o    Staples - Grosse Pointe, MI (410905121)($2,200,000): Borrower's
          obligation to provide required casualty insurance, including terrorism
          coverage, is suspended if tenant (Staples) provides third party
          insurance required under its lease or elects to



          self-insure as permitted thereunder; Tenant has not currently elected
          to self-insure, and third party coverage is currently in place,
          however

     o    Eagle Financial Center (410905042)($2,200,000): Terrorism insurance
          waived for life of loan; Current coverage in place and non-recourse
          carve-out obtained re related losses, however

     o    Huffman Plaza (410905043)($1,820,000): Terrorism insurance waived for
          life of loan; Current coverage in place and non-recourse carve-out
          obtained re related losses, however

     o    Bridgestone-Firestone, Austin (410904827)($1,600,000): Terrorism
          insurance not expressly required

     o    Advance Auto-Philadelphia (410904619)($1,540,000): Terrorism insurance
          waived for life of loan; Nonrecourse carveout obtained for related
          losses, however; Borrower has stated net worth in excess of $29
          million as of 12.31.2005

     o    Rite Aid - Steubenville (410905057)($1,450,000): Terrorism insurance
          not expressly required; No tenant right to rent abatement in event of
          casualty during the loan term; Third party coverage currently in
          place, however

     o    Rite Aid - Wellsburg, WV (410905164)($1,408,400): Terrorism insurance
          not expressly required; No tenant right to rent abatement in event of
          casualty during the loan term; Third party coverage currently in
          place, however

43.  Foreclosure Property.



                                   Schedule B

     List of Mortgagors that are Third-Party Beneficiaries Under Section 5.5

                                      NONE



                                   Schedule C

  List of Mortgage Loans Subject to Secured Creditor Impaired Property Policies

                                      NONE



                                    EXHIBIT 3
                               PRICING FORMULATION

                           Bear          $  391,922,367
                           MSMC          $  351,499,709
                           WFB           $  478,057,911
                           PCFII         $  359,031,391
                           Entire Pool   $1,580,511,378


                                       3-1



                                    EXHIBIT 4
                                  BILL OF SALE

1. Parties. The parties to this Bill of Sale are the following:

              Seller:    Wells Fargo Bank, National Association
              Purchaser: Morgan Stanley Capital I Inc.

2. Sale. For value received, Seller hereby conveys to Purchaser, without
recourse, all right, title and interest in and to the Mortgage Loans identified
on Exhibit 1 (the "Mortgage Loan Schedule") to the Mortgage Loan Purchase
Agreement, dated as of January 19, 2007 (the "Mortgage Loan Purchase
Agreement"), between Seller and Purchaser and all of the following property:

          (a) All accounts, general intangibles, chattel paper, instruments,
     documents, money, deposit accounts, certificates of deposit, goods, letters
     of credit, advices of credit and investment property consisting of, arising
     from or relating to any of the following property: the Mortgage Loans
     identified on the Mortgage Loan Schedule including the related Mortgage
     Notes, Mortgages, security agreements, and title, hazard and other
     insurance policies, all distributions with respect thereto payable after
     the Cut-Off Date, all substitute or replacement Mortgage Loans and all
     distributions with respect thereto, and the Mortgage Files;

          (b) All accounts, general intangibles, chattel paper, instruments,
     documents, money, deposit accounts, certificates of deposit, goods, letters
     of credit, advices of credit, investment property, and other rights arising
     from or by virtue of the disposition of, or collections with respect to, or
     insurance proceeds payable with respect to, or claims against other Persons
     with respect to, all or any part of the collateral described in clause (a)
     above (including any accrued discount realized on liquidation of any
     investment purchased at a discount); and

          (c) All cash and non-cash proceeds of the collateral described in
     clauses (a) and (b) above.

3. Purchase Price. The amount and other consideration set forth on Exhibit 3 to
the Mortgage Loan Purchase Agreement.

4. Definitions. Terms used but not defined herein shall have the meanings
assigned to them in the Mortgage Loan Purchase Agreement.


                                       4-1



IN WITNESS WHEREOF, each of the parties hereto has caused this Bill of Sale to
be duly executed and delivered on this 19th day of January, 2007.

SELLER:                                   WELLS FARGO BANK,
                                          NATIONAL ASSOCIATION


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


PURCHASER:                                MORGAN STANLEY CAPITAL I INC.


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



                                    EXHIBIT 5
                        FORM OF LIMITED POWER OF ATTORNEY
                      TO LASALLE BANK NATIONAL ASSOCIATION
                            AND ARCAP SERVICING, INC.
                                 WITH RESPECT TO
                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2007-TOP25

KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, pursuant to the terms of the Mortgage Loan Purchase Agreement
dated as of January 19, 2007 (the "Mortgage Loan Purchase Agreement"), between
Wells Fargo Bank, National Association ("WELLS") and Morgan Stanley Capital I
Inc. ("Depositor"), WELLS is selling certain multifamily and commercial mortgage
loans (the "Mortgage Loans") to Depositor;

     WHEREAS, pursuant to the terms of the Pooling and Servicing Agreement dated
as of January 1, 2007 (the "Pooling and Servicing Agreement"), between the
Depositor, Wells Fargo Bank, National Association, as Master Servicer, ARCap
Servicing, Inc. ("ARCAP") as Special Servicer, LaSalle Bank National Association
("LaSalle") as Trustee and Custodian and Wells Fargo Bank, National Association,
as Paying Agent, Certificate Registrar and Authenticating Agent, the Trustee and
the Special Servicer are granted certain powers, responsibilities and authority
in connection with the completion and the filing and recording of assignments of
mortgage, deeds of trust or similar documents, Form UCC-2 and UCC-3 assignments
of financing statements, reassignments of assignments of leases, rents and
profits and other Mortgage Loan documents required to be filed or recorded in
appropriate public filing and recording offices;

     WHEREAS, WELLS has agreed to provide this Limited Power of Attorney
pursuant to the Mortgage Loan Purchase Agreement;

     NOW, THEREFORE, WELLS does hereby make, constitute and appoint LaSalle,
acting solely in its capacity as Trustee under, and in accordance with the terms
of, the Pooling and Servicing Agreement, WELLS's true and lawful agent and
attorney-in-fact with respect to each Mortgage Loan in WELLS's name, place and
stead: (i) to complete (to the extent necessary) and to cause to be submitted
for filing or recording in the appropriate public filing or recording offices,
all assignments of mortgage, deeds of trust or similar documents, assignments or
reassignments of rents, leases and profits, in each case in favor of the
Trustee, as set forth in the definition of "Mortgage File" in Section 1.1 of the
Pooling and Servicing Agreement, that have been received by the Trustee or a
Custodian on its behalf, and all Form UCC-2 or UCC-3 assignments of financing
statements and all other comparable instruments or documents with respect to the
Mortgage Loans which are customarily and reasonably necessary or appropriate to
assign agreements, documents and instruments pertaining to the Mortgage Loans,
in each case in favor of the Trustee as set forth in the definition of "Mortgage
File" in, and in accordance with Section 1.1 of, the Pooling and Servicing
Agreement, and to evidence, provide notice of and


                                       5-1



perfect such assignments and conveyances in favor of the Trustee in the public
records of the appropriate filing and recording offices; and (ii) to file or
record in the appropriate public filing or recording offices, all other Mortgage
Loan documents to be recorded under the terms of the Pooling and Servicing
Agreement or any such Mortgage Loan documents which have not been submitted for
filing or recordation by WELLS on or before the date hereof or which have been
so submitted but are subsequently lost or returned unrecorded or unfiled as a
result of actual or purported defects therein, in order to evidence, provide
notice of and perfect such documents in the public records of the appropriate
filing and recording offices. Notwithstanding the foregoing, this Limited Power
of Attorney shall grant to LaSalle and ARCAP only such powers, responsibilities
and authority as are set forth in Section 2.1 of the Mortgage Loan Purchase
Agreement.

     WELLS does also hereby make, constitute and appoint ARCAP, acting solely in
its capacity as Special Servicer under the Pooling and Servicing Agreement,
WELLS's true and lawful agent and attorney-in-fact with respect to the Mortgage
Loans in WELLS's name, place and stead solely to exercise and perform all of the
rights, authority and powers of LaSalle as set forth in the preceding paragraph
in the event of the failure or the incapacity of LaSalle to do so for any
reason. As between ARCAP and any third party, no evidence of the failure or
incapacity of LaSalle shall be required and such third party may rely upon
ARCAP's written statement that it is acting pursuant to the terms of this
Limited Power of Attorney.

     The enumeration of particular powers herein is not intended in any way to
limit the grant to either the Trustee or the Special Servicer as WELLS's
attorney-in-fact of full power and authority with respect to the Mortgage Loans
to complete (to the extent necessary), file and record any documents,
instruments or other writings referred to above as fully, to all intents and
purposes, as WELLS might or could do if personally present, hereby ratifying and
confirming whatsoever such attorney-in-fact shall and may do by virtue hereof;
and WELLS agrees and represents to those dealing with such attorney-in-fact that
they may rely upon this Limited Power of Attorney until termination thereof
under the provisions of Article III below. As between WELLS, the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Trust Fund and the
Certificateholders, neither the Trustee nor the Special Servicer may exercise
any right, authority or power granted by this Limited Power of Attorney in a
manner which would violate the terms of the Pooling and Servicing Agreement, but
any and all third parties dealing with either the Trustee or the Special
Servicer as WELLS's attorney-in-fact may rely completely, unconditionally and
conclusively on the authority of the Trustee or the Special Servicer, as
applicable, and need not make any inquiry about whether the Trustee or the
Special Servicer is acting pursuant to the Pooling and Servicing Agreement. Any
purchaser, title insurance company or other third party may rely upon a written
statement by either the Trustee or the Special Servicer that any particular
Mortgage Loan or related mortgaged real property in question is subject to and
included under this Limited Power of Attorney and the Pooling and Servicing
Agreement.



     Any act or thing lawfully done hereunder by either the Trustee or the
Special Servicer shall be binding on WELLS and WELLS's successors and assigns.

     This Limited Power of Attorney shall continue in full force and effect with
respect to the Trustee and the Special Servicer, as applicable, until the
earliest occurrence of any of the following events:

     with respect to the Trustee, the termination of the Trustee and its
     replacement with a successor Trustee under the terms of the Pooling and
     Servicing Agreement;

     with respect to the Special Servicer, the termination of the Special
     Servicer and its replacement with a successor Special Servicer under the
     terms of the Pooling and Servicing Agreement;

     with respect to the Trustee, the appointment of a receiver or conservator
     with respect to the business of the Trustee, or the filing of a voluntary
     or involuntary petition in bankruptcy by or against the Trustee;

     with respect to the Special Servicer, the appointment of a receiver or
     conservator with respect to the business of the Special Servicer, or the
     filing of a voluntary or involuntary petition in bankruptcy by or against
     the Special Servicer;

     with respect to each of the Trustee and the Special Servicer and any
     Mortgage Loan, such Mortgage Loan is no longer a part of the Trust Fund;

     with respect to each of the Trustee and the Special Servicer, the
     termination of the Pooling and Servicing Agreement in accordance with its
     terms; and

     with respect to the Special Servicer, the occurrence of an Event of Default
     under the Pooling and Servicing Agreement with respect to the Special
     Servicer.

     Nothing herein shall be deemed to amend or modify the Pooling and Servicing
Agreement, the Mortgage Loan Purchase Agreement or the respective rights, duties
or obligations of WELLS under the Mortgage Loan Purchase Agreement, and nothing
herein shall constitute a waiver of any rights or remedies under the Pooling and
Servicing Agreement.

     Capitalized terms used but not defined herein have the respective meanings
assigned thereto in the Mortgage Loan Purchase Agreement.



     THIS LIMITED POWER OF ATTORNEY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

                            [Signature on next page]



     IN WITNESS WHEREOF, WELLS has caused this instrument to be executed and its
corporate seal to be affixed hereto by its officer duly authorized as of January
30, 2007.

                                          WELLS FARGO BANK, NATIONAL ASSOCIATION


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



                                 ACKNOWLEDGEMENT

STATE OF NEW YORK  )
                   ) ss:
COUNTY OF NEW YORK )

     On this 30th day of January, 2007, before me appeared Brigid M. Mattingly
to me personally known, who, being by me duly sworn did say that he/she is the
Managing Director of Wells Fargo Bank, National Association, and that the seal
affixed to the foregoing instrument is the corporate seal of said corporation,
and that said instrument was signed and sealed in behalf of said corporation by
authority of its board of directors, and said Managing Director acknowledged
said instrument to be the free act and deed of said corporation.

                                          _____________________________________

                                          Name:
                                                -------------------------------
                                                Notary Public in and for said
                                                County and State

My Commission Expires:

-------------------------------------